TCR_Public/070320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 20, 2007, Vol. 11, No. 67

                             Headlines

ACCREDITED HOME: Selling $2.7 Billion of Loans
ACE SECURITIES: Moody's Reviews Ratings and May Downgrade
ACE SECURITIES: Moody's Rates Class M-10 Certificates at Ba1
ADVANCED MARKETING: Baker & Taylor Completes Business Acquisition
AIRWAY INDUSTRIES: Court Approves Amended Disclosure Statement

AIRWAY INDUSTRIES: Plan Confirmation Hearing Set for Thursday
ALLIANT TECHSYSTEMS: S&P Rates Proposed $775 Mil. Facility at BB+
AMERIQUEST MORTGAGE: Fitch Junks Rating on 2003-2 Class M4 Loans
ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Certs.
ASARCO LLC: Ct. Rejects Grupo Mexico Bid to Overturn Labor Pact

AVENTINE RENEWABLE: S&P Rates $300 Million Senior Notes at B-
BALLY TOTAL: Moody's Downgrades All Credit Ratings
BEAR STEARNS: Moody's Rates Class B-5 Certificates at Ba2
BERRY PLASTICS: Moody's Rates $1.2 Billion Senior Loan at (P)Ba3
BORALEX INVESTMENT: Moody's Withdraws Ba3 Rating

BOYD GAMING: To Redeem 8.75% Senior Subordinated Notes
C-BASS 2007-CB2: Moody's Rates Class B-4 Certificates at Ba1
CABELAS CREDIT: Fitch Holds BB+ Rating on Two Class Securities
CARTER GRANDLE: Wants to Sell Substantially All Assets in Florida
CARTER GRANDLE: Taps Michael Fox Int'l to Auction Florida Assets

CARTER GRANDLE: Files Schedules of Assets and Liabilities
CASCADES INC: Earns CDN$3 Million in Year Ended December 31
CATHOLIC CHURCH: Court Approves Spokane's Pact with ACE Insurers
CATHOLIC CHURCH: Court Approves Spokane's $5.25MM Pact with GICA
CATHOLIC CHURCH: Oregon Class Action Settlement Hearing Set

CHIQUITA BRANDS: Pleads Guilty to Terrorist Payment Allegation
CITIZENS COMMUNICATIONS: Inks $37.5 Million Settlement Agreement
COLLINS & AIKMAN: Court Okays Alan Miller as Special Counsel
COLLINS & AIKMAN: Court Approves Agreement with Nissan
COMMUNITY HEALTH: Inks $6.8 Bil. Merger Pact with Triad Hospitals

COMMUNITY HEALTH: Triad Buy Prompts Moody's to Review Ratings
COVALENCE SPECIALTY: Moody's Puts Ratings Under Review
CREDIT SUISSE: Fitch Junks Rating on $12.6 Million Class S Certs.
CREDIT SUISSE: S&P Cuts Rating on Class B Certificates to B
CREST G-STAR: Moody's Upgrades Rating on $21 Million Class C Notes

DAIMLERCHRYSLER: Union Leaders Fight Chrysler Sale to Equity Buyer
DANA CORP: Sells Bristol Plant Assets to Dana Canada for $1.9 Mil.
DANA CORP: Wants Amended Danacq Rochester Lease Assumed
DEUTSCHE ALT-A: Moody's Rates Class M-9 Certificates at Ba1
DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba2

DEUTSCHE ALT-A: Moody's Rates 2007-OA1 Class M-10 Certs. at Ba1
DORAL FINANCIAL: Sells 11 Branches to New York Commercial Bank
DOV PHARMA: Closes Exchange Offer for 2.5% Conv. Sub. Debentures
EASI FINANCE: Fitch Expects to Put Low-B Ratings on 6 Note Classes
EURONET WORLDWIDE: S&P Rates $265 Million Loans at BB

FERRP CORP: Earns $20.1 Million in Year Ended December 31
FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1
FREEPORT-MCMORAN: Prices $16 Billion Senior Unsecured Notes
FREEPORT-MCMORAN: Shareholders Approve Phelps Dodge Acquisition
FREMONT GENERAL: To Lay Off 2,400 Employees of Subprime Unit

FREMONT GENERAL: DBRS Says Ratings Remain Under Negative Review
FREMONT HOME: Moody's Review Ratings on Four Certificates
FREMONT HOME: S&P Cuts Rating on Two Classes and Places Neg. Watch
GATEHOUSE MEDIA: To Buy 9 Publications from Copley for $380 Mil.
GATEHOUSE MEDIA: $380 Mil. Purchase Cues Moody's to Review Ratings

GNC PARENT: Completes $1.6 Billion Ares and Teacher's Private Buy
GRAHAM PACKAGING: High Leverage Cues Moody's Negative Outlook
GREENPOINT MORTGAGE: Moody's Rates Class B-2 Notes at Ba1
GSAMP TRUST: Moody's Junks Ratings on Four Loans
GSAMP TRUST: S&P Junks Rating on 2006-S5 Class B-1 and B-2 Certs.

HALEKUA DEV'T: Secures $97.9 Million Loan to Pay Secured Creditors
HAWKER BEECHCRAFT: S&P Holds BB- Rating on $1.95 Bil. Financing
HAYES LEMMERZ: Board Approves Equity Rights Offering
HAYES LEMMERZ: Planned Debt Repurchase Cues S&P's Positive Watch
HMSC CORPORATION: Increased Borrowing Cues Moody's to Cut Rating

HUNTER FAN: S&P Junks Rating on $75 Million Second-Lien Loan
IELEMENT CORP: Post $577,781 Net Loss in 3rd Quarter Ended Dec. 31
ISLE OF CAPRI: Financial Restatement Cues Nasdaq Delisting Notice
J.G. WENTWORTH: Moody's Junks Rating on New $100MM 2nd-Lien Loan
JOCKS & JILLS: Files for Bankruptcy in Georgia

JOCKS & JILLS: Case Summary & 122 Largest Unsecured Creditors
KARA HOMES: Affiliate Inks DIP Financing Pact with Valley National
KID CASTLE: Brock Schechter's Expresses Going Concern Doubt
KRONOS INTERNATIONAL: Earns $73.6 Million in Year Ended Dec. 31
LANDRY'S RESTAURANTS: S&P Places BB- Rating on Negative Watch

LAZARD GROUP: Improved Capital Base Cues Fitch to Lift Rating
LE-NATURE'S INC: Court Bars Harbinger, et al. from Suing Wachovia
LEGACY ESTATE: Court Confirms Joint Chapter 11 Liquidation Plan
LEHMAN XS: Moody's Rates Class A-4 Notes at B2
LENOX GROUP: Deloitte & Touche Raises Going Concern Doubt

LID LTD: Files for Bankruptcy in New York
LONG BEACH: Moody's Puts Low-B Ratings Under Review
MACDERMID INC: Moody's Holds B2 Rating and Revises LGD Assessments
MALDEN MILLS: Inks Exit Facility Deal with GECC, Stays in Chap. 11
MASTR SECOND: Moody's Junks Rating on 2006-1 Class M-8 Loans

MERRILL LYNCH: Moody's Places Ba2 Ratings Under Review
METRIS MASTER: Fitch Holds BB+ Rating on 2005-2 Class D Securities
MTI TECHNOLOGY: Has Until April 9 to Regain Compliance with Nasdaq
NEW CENTURY: DBSP Wants Immediate Payment Loan
NEW CENTURY: Receives Cease & Desist Orders from Four More States

NEW CENTURY HOME: Moody's Reviews Ratings and May Downgrade
NEWPOWER HOLDINGS: Court Approves Final Distribution
NORTEL NETWORKS: Posts $80 Mil. Net Loss in Quarter Ended Dec. 31
NOVELIS INC: Posts $275 Million Net Loss in Year Ended December 31
PENN NATIONAL: Earns $327.1 Million in Year Ended December 31

PENN TREATY: S&P Retains Negative CreditWatch on B Rating
PENTON MEDIA: Proposed PIK Loan Offering Cues S&P's Negative Watch
PHELPS DODGE: Shareholders Approve Freeport-McMoran Copper Merger
PHOTRONICS INC: Earns $7.58 Million in Quarter Ended January 28
RALI SERIES: Moody's Rates Class B Certificates at Ba1

RAMP SERIES: Moody's Rates Class M-10 Certificates at Ba1
RCN CORP: Debt-Financed Dividend Cues Moody's to Review Ratings
REFCO INC: Plan Administrators want $15MM Admin Claims Disallowed
REFCO INC: Plan Administrators want Cross-Border Protocol Fixed
RESORTS INT'L: Notes Redemption Cues Moody's to Withdraw Ratings

SACO I: Moody's Junks Rating on 2004-3 Class B-3 Certificates
SEMCO ENERGY: Earns $10.4 Million in Year Ended December 31
SERVICEMASTER CO: Okays $5.5 Billion Clayton Dubilier Buyout
SERVICEMASTER CO: $5.5 Bil. CD&R Buyout Cues Fitch to Cut Ratings
SOVRAN SELF STORAGE: Earns $9.2 Million in Quarter Ended Dec. 31

SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
SPECTRUM BRANDS: Fitch Holds Ratings & Revises Outlook to Negative
STATSURE DIAGNOSTIC: Restated 2005 Report Shows Lower Net Loss
STRATUS SERVICES: Fiscal 1st Qtr. Net Income Decreases to $21,976
STRUCTURED ASSET: S&P Downgrades Ratings on Two Class Certificates

STRUCTURED ASSET: Moody's Puts Reviews Ratings and May Downgrade
STRUCTURED ASSET: Moody's Rates Class I-B-5 Certificates at Ba2
STRUCTURED ASSET: Poor Performance Cues S&P to Cut Ratings
SUPERCLICK INC: Jan. 31 Balance Sheet Upside-down by $2.5 Million
TENNECO INC: Fitch Rates New $831 Million Senior Facility at BB+

TERWIN MORTGAGE: Moody's Puts Low-B Rating Under Review
TOWER AUTOMOTIVE: Wants Deutsche Bank's 2nd Lien L/Cs Extended
TOWER AUTOMOTIVE: Increases Payment to Equity Investors to $3.2MM+
TOWER AUTOMOTIVE: Wants Lease-Decision Period Extended to July 31
TRIAD HOSPITALS: Inks $6.8 Bil. Merger Pact with Community Health

TRIAD HOSPITALS: Moody's Holds Ratings on Review & May Downgrade
TRIPOS INC: Shareholders Vote to Sell Unit and Liquidate Company
TRW AUTO: To Issue $1.1 Billion and EUR275 Million Senior Notes
TXU CORP: Units Plan to Issue $1.8 Billion Senior Unsec. Notes
TXU CORP: Blackstone, Carlyle & Riverstone Plan to Make Rival Bid

UNITED CUTLERY: Creditors Committee Files Liquidation Plan
UNITED CUTLERY: Wants Case Converted to Chapter 7
USA COMMERCIAL: Compass Partners Buys Loan Portfolio for $67 Mil.
WASHINGTON MUTUAL: Fitch Holds BB Rating on 2005-1D Class D Loans
WCI COMMUNITIES: Icahn Offer Prompts S&P's Negative CreditWatch

WESTERN OIL SANDS: Earns CDN$63.4 Million in Year Ended Dec. 31
WESTLB AG: Closes $1.1 Billion Longview Power Financing
ZOOMERS HOLDING: Has Until June 1 to File Amended Plan

* Large Companies with Insolvent Balance Sheets

                             *********

ACCREDITED HOME: Selling $2.7 Billion of Loans
----------------------------------------------
Accredited Home Lenders Holding Co. has reached an agreement to
sell substantially all of its loans held for sale that are
currently funded out of its warehouse and repurchase credit
facilities, asset-backed commercial paper facility, and its
equity.  The $2.7 billion of loans held for sale will be sold at a
substantial discount in order to alleviate recent pressures from
margin calls.

Terms of the sale include a holdback reserve of approximately
$40 million to satisfy all future claims against the loans,
including early payment defaults.  Claims in excess of the
holdback reserve will have no recourse against the company.  The
sale is expected to be completed over the next couple of days.

The sale of its loans held for sale will provide additional
liquidity to Accredited, thereby facilitating the company's
efforts to continue its intention to explore various strategic
options, including potentially raising additional capital.  The
company estimates that this discounted loan sale will result in a
pre-tax charge of approximately $150 million.  Accredited will
retain approximately $120 million of loans held for sale in its
warehouse facilities, comprised mostly of loans originated since
March 7, 2007.

                    Late Annual Report Filing

The company also will not file its Annual Report on Form 10-K by
March 16, 2007 as on March 2, 2007.  Accredited has determined
that changes are required to the amount of goodwill established in
its acquisition of Aames Investment Corporation in the fourth
quarter of 2006.  The previous goodwill estimate was based on the
market price of the company's common stock as of the closing date
of the transaction, which was Oct. 1, 2006.  The company has
determined that the goodwill should have been established based on
the market price of the company's common stock on the announcement
date of the transaction of May 25, 2006, resulting in total
goodwill of approximately $130 million.  Further, Accredited has
determined that the entire amount of goodwill established has been
impaired and will be charged-off in the quarter ended Dec. 31,
2006.  This goodwill charge-off will not affect Accredited's
operations, tangible book equity, cash, or liquidity.  In
addition, the company is still evaluating whether the deferred tax
assets acquired in the Aames acquisition are realizable.

                        Quest for Waivers

While the sale of the loans held for sale has substantially
reduced the company's debt outstanding in its warehouse and
repurchases facilities, Accredited is continuing to seek waivers
and extensions of waivers of certain financial and operating
covenants, including waivers relating to required levels of net
income and requirements to file the Form 10-K by March 16, 2007.
There can be no assurance that the company will be successful in
receiving any of the required waivers.

                  About Accredited Home Lenders

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.


ACE SECURITIES: Moody's Reviews Ratings and May Downgrade
---------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgraded four certificates from a transaction, issued by Ace
Securities Corp. Home Equity Loan Trust.

The transaction is backed by second lien loans. The primary
originators on the transaction are Long Beach Mortgage Company
(60%) and Fremont Investment & Loans (30%).

The projected pipeline loss has increased over the past few months
and is likely to affect the credit support for these certificates.
The certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: Ace Securities Corp. Home Equity Loan Trust

Review for Possible Downgrade:

    * Series 2006-SL2, Class M-8 current rating Baa2, under review
      for possible downgrade

    * Series 2006-SL2, Class M-9A, current rating Baa3, under
      review for possible downgrade

    * Series 2006-SL2, Class M-9B, current rating Baa3, under
      review for possible downgrade

    * Series 2006-SL2, Class B1, current rating Ba1, under review
      for possible downgrade


ACE SECURITIES: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by ACE Securities Corp. Home Equity Loan
Trust, Series 2007-SL1 and ratings ranging from Aa1 to Ba1 to the
mezzanine certificates in the deal.

The securitization is backed by Alt-A and subprime fixed-rate,
closed end second residential mortgage loans acquired by DB
Structured Products.  The originators include American Home
Mortgage Corp. (21%), Residential Funding Company (21%), Chapel
Funding Corporation (16%), and other residential mortgage lenders
(42%, none individually funding more than 10%).  The ratings are
based primarily on the credit quality of the loans and on
protection against credit losses provided by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate swap agreement provided by Swiss Re Financial
Products Corporation.  Moody's expects collateral losses to range
from 8.30% to 8.80%.

GMAC Mortgage, LLC and Ocwen Loan Servicing, LLC will service the
mortgage loans, and Wells Fargo Bank will act as master servicer.
Moody's has assigned Wells Fargo its top servicer quality rating
of SQ1 as a master servicer.

The complete rating actions are:

ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL1

Asset Backed Pass-Through Certificates

         * Class A-1, Assigned Aaa
         * Class A-2, Assigned Aaa
         * Class M-1, Assigned Aa1
         * Class M-2, Assigned Aa2
         * Class M-3, Assigned Aa3
         * Class M-4, Assigned A1
         * Class M-5, Assigned A2
         * Class M-6, Assigned A3
         * Class M-7, Assigned Baa1
         * Class M-8, Assigned Baa2
         * Class M-9, Assigned Baa3
         * Class M-10, Assigned Ba1


ADVANCED MARKETING: Baker & Taylor Completes Business Acquisition
-----------------------------------------------------------------
Baker & Taylor, Inc. has completed the acquisition of the
wholesale operations of Advanced Marketing Services, Inc.

Advanced Marketing has been in proceedings under Chapter 11 of the
Bankruptcy Code since Dec. 29, 2006.  The U.S. Bankruptcy Court in
Wilmington, Delaware, approved the transaction Friday March 9,
2007.

Baker & Taylor's acquisition includes Advanced Marketing assets
through which it distributes bestsellers, children's books,
culinary titles, reference works, and other books to membership
warehouse clubs.  Baker & Taylor also acquired Advanced
Marketing's wholesale distribution operations in the United
Kingdom and in Mexico.

Baker & Taylor said it would operate the warehouse club business
under a new brand, Baker & Taylor Marketing Services, and resume
full shipping operations to the warehouse clubs on March 19, 2007.

Richard Willis, Baker & Taylor's chairman and chief executive
officer, noted that Advanced Marketing had been the dominant
wholesale book club distributor for over 20 years.  "The Advanced
Marketing acquisition is a perfect fit with Baker & Taylor and
gives us a formidable presence in this industry," Mr. Willis
noted.

"At Baker & Taylor," Mr. Willis said, "we have built the world's
largest book wholesaler by focusing on the needs of our customers.
Advanced Marketing's employees have shown the same dedication and
passion for their customers, and we are pleased to be able to give
them the opportunity to continue to grow their business."

Baker & Taylor, founded in 1828, is based in Charlotte, North
Carolina.  Advanced Marketing's headquarters is in San Diego,
California.  Baker & Taylor Marketing Services will continue to
keep its primary office in San Diego and operate warehouses in
Indianapolis, Indiana and Sacramento, California.

                      About Baker & Taylor

Baker & Taylor is a portfolio company of Castle Harlan Partners
IV, L.P., an investment fund organized and managed by Castle
Harlan, Inc., a private equity firm based in New York.  Castle
Harlan acquired Baker & Taylor last summer.

Castle Harlan, founded in 1987, invests in controlling interests
in the buyout and development of middle-market companies in North
America and Europe.  Its team of 20 investment professionals has
completed 48 acquisitions since its inception with a total value
in excess of $9 billion.  The firm traces its roots to the start
of the institutionalized private-equity business in the late
1960s.

Castle Harlan's current portfolio companies, which employ more
than 42,000 people, include Ames True Temper, a leading
manufacturer of lawn and garden tools and accessories; RathGibson,
a leader in the manufacture of stainless steel and high alloy
precision-welded tubing, and Perkins & Marie Callender's, Inc.,
which operates and franchises 618 family restaurants in the United
States and Canada.

                     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.


AIRWAY INDUSTRIES: Court Approves Amended Disclosure Statement
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania approved the Amended Disclosure Statement
accompanying Airway Industries Inc.'s Plan of Liquidation.

The Court determined that the Debtor's disclosure statement
contain adequate information -- the right kind of the right amount
for creditors to make informed decisions when asked to vote for
the Plan -- as required by Section 1125 of the Bankruptcy Code.

The Plan embodies the terms of a settlement of two adversary
proceedings filed by the Official Committee of Unsecured
Creditors' of Airway Industries, Inc., against Airway Industries,
Inc., et al., and Cerberus Partners, L.P., et al.

The Settlement Agreement provides that:

   (a) Cerberus Partners L.P. will have an allowed secured claim
       equal to the amount that is the lesser of: (i)
       $44,197,874; and (ii) the value of its collateral.
       Cerberus will have an allowed general unsecured claim for
       $58,653,670.

   (b) Philadelphia Indemnity Insurance Company will contribute
       $825,000 cash to the Estate.

   (c) Approximately $1,315,000 cash will be carved out from the
       Liquid Assets portion of Cerberus' Collateral, and will be
       used to fund a Creditor Trust.  About $1,290,000 of the
       Creditor Carve-Out will be available for distribution on a
       pro rata basis to holders of Allowed General Unsecured
       Claims and to fund a Trust Expense Fund, after payment by
       the Creditor Trust of all Allowed Administrative Claims
       and Allowed Other Priority Claims.  The remaining $25,000
       will comprise the initial Trust Expense Fund.

   (d) The Debtor's right to commence or otherwise pursue any
       Causes of Action will be transferred to the Creditor
       Trustee on behalf of the Creditor Trust.

   (e) These Professional Fee Claims will be allowed:

       Firm                                            Fee
       ----                                            ---
       Arent Fox PLLC                                $785,000
       Alpern Rosenthal & Co.                        $100,000
       Duane Morris LLP                              $664,700
       Ansel M. Schwartz                              $17,409
       Malin, Bergquist, and Horwath Orenstein, LLP   $28,245

   (f) William Berry, Grazyna Kurowska, and Brian Miller will
       reduce the amount of the transaction bonus that each was
       to be paid by Cerberus by $100,000, $60,000 and $60,000,
       respectively.

   (g) The Creditors' Committee will file notices or stipulations
       dismissing the Pending Litigation with prejudice.

   (h) J. Richard Abraham will have a Junior Lien Claim, which
       will be entitled to distribution on a pari passu basis
       with all other Allowed General Unsecured Claims, for
       $325,000.

   (i) Cerberus will pay J. Richard Abraham $185,000 in full
       satisfaction, settlement, release, and discharge of any
       and all claims he has asserted or may assert against
       Cerberus.

Each holder of an Allowed General Unsecured Claim will receive its
Pro Rata Share of Available Cash.

Allowed General Unsecured Claims could exceed $20,000,000.  Until
objections to those claims are resolved, it is impossible to
determine the actual amount of Allowed General Unsecured Claims.

Cerberus will subordinate its right to any distribution on account
of its unsecured claim to the rights of holders of General
Unsecured Claims.  The holders of the Remaining Abraham Claim, the
Kurowska Claim, and the Berry Claim also subordinate their rights
to the rights of holders of Allowed General Unsecured Claims.

The holders of the Subordinated Claims and Equity Interests will
not be entitled to receive or retain any property under the Plan
on account of their claims and interests.

The Creditors' Committee has appointed Clear Thinking LLC through
Joseph E. Myers as the Creditor Trustee.

A full-text copy of the Debtor's Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?1ba4

A full-text copy of the Debtor's Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?1ba3

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactured suitcases,
garment bags, briefcases, and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  The Debtor sold
all or substantially all of its assets free and clear of liens to
TravelPro International Inc. on March 1, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


AIRWAY INDUSTRIES: Plan Confirmation Hearing Set for Thursday
-------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania set a hearing at 11:00 a.m. on  March 22, 2007, to
consider confirmation of Airway Industries Inc.'s Plan of
Liquidation.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactured suitcases,
garment bags, briefcases, and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  The Debtor sold
all or substantially all of its assets free and clear of liens to
TravelPro International Inc. on March 1, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ALLIANT TECHSYSTEMS: S&P Rates Proposed $775 Mil. Facility at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '1' recovery rating to Alliant Techsystems Inc.'s
proposed $775 million secured credit facility, indicating high
expectations of a full recovery of principal in the event of
payment default.

The facility consists of a $500 million five-year revolver and a
$275 million five-year term loan A.  The proceeds from the new
term loan will be used to refinance the company's existing term
loan and drawings on the existing $300 million revolver.

At the same time, S&P affirmed its other ratings, including the
'BB' corporate credit rating, on the propulsion and munitions
supplier.  The outlook is stable.

"The ratings on Alliant reflect a somewhat aggressively leveraged
balance sheet and limited program diversity, but benefit from
leading market positions, satisfactory profitability, and a
generally favorable environment for defense spending," said
Standard & Poor's credit analyst Christopher DeNicolo.  The
company is the leading manufacturer of solid rocket motors for
space-launch vehicles and strategic missiles and is second in the
market for tactical missiles.  In addition, the firm is the
largest provider of small-caliber ammunition to the U.S. military
(13% of sales) and has strong positions in tank and other types of
ammunition.

Edina, Minn.-based Alliant's revenues have more than tripled since
2000 due mostly to a series of acquisitions that have improved
product and program diversity.  Acquisitions in the high-priority
precision-guided munitions area have enabled the company to win
key contracts for advanced guided missiles and mortars.  Other
acquisitions have bolstered Alliant's R&D and hypersonic
propulsion capabilities, and added new products such as satellite
components and propellant tanks.

Satisfactory profitability and cash flows, along with some debt
reduction, are expected to result in a steadily strengthening
credit profile, despite likely share repurchases and the
possibility of small to moderate-size debt-financed acquisitions.
The outlook could be revised to negative if leverage increases
materially to fund a major acquisition.  It is less likely that
the outlook will be revised to positive in the near term.


AMERIQUEST MORTGAGE: Fitch Junks Rating on 2003-2 Class M4 Loans
----------------------------------------------------------------
Fitch has taken rating actions on these Ameriquest Mortgage
Securities Inc. home equity issues:

AMSI, series 2002-3

    -- Class M-2 upgraded to 'AA+' from 'AA';
    -- Class M-3 affirmed at 'BBB';
    -- Class M-4 affirmed at 'C'; Distressed Recovery Rating
       downgraded to 'DR3' from 'DR4'.

AMSI, series 2003-2

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 downgraded to 'B' from 'BB-';
    -- Class M4 downgraded to 'C/DR5' from 'CCC/DR5'.

AMSI, series 2005-R10

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

AMSI, series 2005-R11

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

ARSI, series 2005-W2

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA';
    -- Class M5 affirmed at 'AA-';
    -- Class M6 affirmed at 'A+';
    -- Class M7 affirmed at 'A';
    -- Class M8 affirmed at 'A-';
    -- Class M9 affirmed at 'BBB+';
    -- Class M10 affirmed at 'BBB';
    -- Class M11 affirmed at 'BBB';
    -- Class M12, rated 'BBB-', placed on Rating Watch Negative;
    -- Class M13, rated 'BB+', placed on Rating Watch Negative.

ARSI, series 2005-W3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class M-9 affirmed at 'BBB+';
    -- Class M-10 affirmed at 'BBB';
    -- Class M-11 affirmed at 'BBB-';
    -- Class M-12 affirmed at 'BBB-'.

ARSI, series 2005-W4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB'.

ARSI, series 2005-W5

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB'.

ARSI, series 2006-W1
    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB+';
    -- Class M-10 affirmed at 'BBB-'.

ARSI, series 2006-W2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+'.

ARSI, series 2006-W3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

ARSI, series 2006-W4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10, rated 'BBB-', placed on Rating Watch Negative.

The affirmations, affecting approximately $13.87 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The upgrades, affecting
approximately $25.29 million of the outstanding balances, are
taken due to improved credit enhancement in relation to expected
losses.  The downgrades, affecting approximately $5.6 million of
the outstanding balances, are taken due to a deteriorating
relationship between expected losses and credit enhancement.

AMSI series 2002-3 is structured with a fixed 60+ delinquency
trigger of 16.75%.  This deal is currently failing its delinquency
trigger and is expected to continue to fail, which will allow
credit enhancement for classes M-2 and M-3 to continue to grow
relative to the remaining pool balance.

In AMSI series 2003-2, classes M3 and M4 (approximately $5.64
million outstanding in aggregate) are downgraded due to monthly
losses exceeding the available excess spread in recent months,
which has caused deterioration in the overcollateralization
amount.  As of the February 2007 distribution, the OC amount of
$326 thousand (0.8%) is below the target amount of $2 million
(4.89%).  Monthly losses have exceeded excess spread by an average
of approximately $200,000 over the last six months.

In ARSI series 2005-W2, classes M-12 and M-13 (approximately $44
million in aggregate) are placed on Rating Watch Negative due to
current trends in the relationship between serious delinquency
(DQ) and credit enhancement.  After 17 months of seasoning, the
60+ delinquency (including loans in bankruptcy, foreclosure [FC],
and real estate owned [REO]) is 13.72% of the current collateral
balance, above the age-adjusted 2005 vintage industry average of
9.52%. 9.33% of the current collateral balance is in FC and REO.
The OC is currently providing 2.96% in credit enhancement to class
M-12 and 2.18% in credit enhancement to class M-13.  The
annualized excess spread, including cash flow pledged to the trust
from interest rate derivatives currently available to absorb
losses is 2.23%.

In ARSI, series 2006-W4, class M-10 is placed on Rating Watch
Negative due to trends in the relationship between DQ and credit
enhancement.  After 10 months of seasoning, the 60+ DQ (including
loans in bankruptcy, FC, and REO) is 15.99% of the current
collateral balance, which is notably higher than the age-adjusted
2006 vintage industry average of 9.07%. 10.72% of the current
collateral balance is in FC and REO.  The OC is currently at
target and providing 2.61% in credit enhancement to class M-10.
The annualized excess spread, including cash flow pledged to the
trust from interest rate derivatives currently available to absorb
losses is 2.37%.

For all transactions, the underlying collateral consists of fully
amortizing 15- to 30-year, fixed- and adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  As of the
February distribution date, the transactions listed above are
seasoned from 10 months (2006-W4) to 53 (2002-3) months.  The pool
factors (current principal balance as a percentage of original)
range approximately from 7% (2002-3) to 79% (2006-W4).

The Ameriquest Securities loans, the retail sector for the
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Ameriquest Mortgage Company.  The Argent Securities
(ARSI) loans, the wholesale sector for the Ameriquest Mortgage
Securities Inc., were either originated or acquired by Argent
Mortgage Company, LLC or Olympus Mortgage Company.  Ameriquest
Mortgage Company serves as the servicer for the loans in both of
these sectors and is rated 'RPS2+' by Fitch.


ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Certs.
--------------------------------------------------------------
Fitch downgrades and assigns Distressed Recovery ratings to ARCap
2005-RR5 Resecuritization, Inc., commercial mortgage-backed
securities pass-through certificates, series 2005-RR5 (ARCap 2005-
RR5) as:

    -- $9.4 million class L to 'B' from 'B+';
    -- $9.4 million class M to 'B-/DR1' from 'B'; and
    -- $9.4 million class N to 'CCC/DR3' from 'B-';

In addition, Fitch affirms the ratings on these classes as:

    -- $26.1 million class A-1 at 'AAA';
    -- $26.1 million class A-2 at 'AAA';
    -- $26.2 million class A-3 at 'AAA';
    -- $21.9 million class B at 'AA';
    -- $21.9 million class C at 'A';
    -- $3.1 million class D at 'A-';
    -- $12.5 million class E at 'BBB+';
    -- $9.4 million class F at 'BBB';
    -- $9.4 million class G at 'BBB-';
    -- $15.7 million class H at 'BB+';
    -- $6.3 million class J at 'BB';
    -- $9.4 million class K at 'BB-'

Fitch does not rate class O and the interest only class X.

The downgrades are due to realized and anticipated losses on ten
of the 18 underlying fixed-rate commercial mortgage-backed
securities transactions which back the subject transaction.  ARCap
2005-RR is a static CMBS resecuritization which closed August 16,
2005. ARCap REIT, Inc., rated 'CAM1' by Fitch, serves as the
collateral administrator.

Since Fitch's last review in August 2006, the transaction has
suffered an additional $35.0 million in losses, for a total of
$64.1 million in losses as of the February 2007 trustee report.
This loss, representing a 20.9% reduction in collateral, to date
has been absorbed by class O, but has reduced credit enhancement
to the classes. The losses are due to realized losses on specially
serviced loans within the underlying transactions.  Based on an
analysis of the loans in the 90 day delinquency, foreclosure, and
REO buckets in the underlying transactions and discussions with
the collateral administrator, additional losses are anticipated.
Total anticipated losses through the life of the deal are
currently greater than that anticipated at issuance.

Given that the pace of transfers to special servicing on the
underlying transactions has slowed significantly, the pace of
resolutions has improved, and the vintage distribution of the
underlying transactions reflects an average seasoning of seven
years, additional losses are not anticipated to continue at the
same pace.  Taking into account the current anticipated losses,
however, the credit enhancement for classes L through N have
fallen below sufficient levels to maintain their ratings.

Fitch will closely monitor the pool performance on a monthly basis
with specific attention to realized losses and the pace of
transfers of the underlying mortgage loans to special servicing.
If the losses or the pace of transfer exceeds Fitch's current
expectations, the ratings will be reviewed again.

Based on Fitch's actual rating or on Fitch's internal credit
assessment for those classes not rated by Fitch, the current
weighted average rating factor of the underlying bonds has
worsened to 53.13 ('CCC/CCC-') compared to 42.78 ('B-/CCC+') at
issuance.  The remaining collateral consists of 24 tranches within
18 transactions.  Nearly 69% by par value represents first loss
classes within their respective transactions.


ASARCO LLC: Ct. Rejects Grupo Mexico Bid to Overturn Labor Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi, Texas, has authorized ASARCO LLC to enter into an
agreement that had been ratified in February with the United
Steelworkers and other unions representing some 1,600 workers in
Arizona and Texas.

As reported in the Troubled Company Reporter on Feb. 12, 2007, the
labor agreement had been challenged by Grupo Mexico, owners of the
bankrupt copper mining company, who had wanted to scuttle the
contract and possibly force a labor dispute.  A strike could have
caused global copper prices to rise, thus benefiting Grupo
Mexico's holdings elsewhere.

"The court decision reassures our members that the contract will
go forward," USW District 12 Director Terry Bonds said.  "Workers
will now get a well-deserved signing bonus, a long over-due wage
increase, and other ground-breaking protections, while our
retirees will receive an improved insurance package.  We believe
that the new labor agreement will position ASARCO to move forward
in its bankruptcy reorganization process."

Grupo Mexico filed an appeal on Friday to the District Court in
Corpus Christi.

"We will fight this frivolous appeal," Mr. Bonds said.  "And we
will fight any further attempts of Grupo Mexico to place its self-
interest above the interest of our members and retirees in a
healthy ASARCO."

ASARCO filed for bankruptcy protection in August 2005.  Since
then, copper prices have risen to historic highs, as ASARCO has
continued to work toward reorganization.  Workers represented by
the USW and other unions ended a four-month long strike in
November 2005 and agreed to extend the old contract for one year.
That contract, which was due to expire on Dec. 31, 2006, has been
extended and now will be replaced by the new agreement.  ASARCO
has appointed new management during its bankruptcy case, and Bonds
credits the new management for seeking to build a more cooperative
relationship with the USW and the other unions.

The unions representing workers at ASARCO in addition to the USW
are the International Brotherhood of Electrical Workers,
Machinists, Boilermakers, Teamsters, Operating Engineers,
Millwrights and Pipefitters.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

Judge Schmidt extended the Debtors' exclusive period to file a
plan of reorganization to April 6, 2007, and their exclusive
period to solicit acceptances of that plan to June 6, 2007.


AVENTINE RENEWABLE: S&P Rates $300 Million Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating of
Aventine Renewable Energy Holdings Inc., a marketer and producer
of ethanol, and assigned its 'B-' rating to Aventine's
$300 million senior unsecured notes due 2017.

The outlook is stable.  Proceeds from the offering will be used to
help finance two new facilities of 113 million gallons per year,
increasing the company's total nameplate production to 433 million
gallons per year.

After using IPO proceeds to pay down debt last year, Aventine will
raise its fully funded debt per gallon of pro forma capacity to
$0.69 with the proposed issue.  (The amount is $0.97 when adjusted
for operating leases that are primarily attributable to the
marketing business.)

"Some of the key risks the company faces is overbuild risk in the
ethanol industry, which is currently estimated at 5.4 billion
gallons per year, exposure to volatile commodity prices, and
permitting and construction risk," said Standard & Poor's credit
analyst Justin Martin.

"The stable outlook on Aventine reflects the current industry
environment and expectations that permitting and construction will
go smoothly," said Mr. Martin.


BALLY TOTAL: Moody's Downgrades All Credit Ratings
--------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation.  The rating outlook
remains negative.

Moody's downgraded these ratings:

    * $235 million 10.5% senior unsecured notes (guaranteed) due
      2011, downgraded to Caa3 (LGD 4, 51%) from Caa1 (LGD 4, 51%)

    * $300 million 9.875% senior subordinated notes due 2007,
      downgraded to Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%)

    * Corporate family rating, downgraded to Caa3 from Caa1

    * Probability of default rating, downgraded to Caa3 from Caa1

The downgrade of Bally's credit ratings reflects:

    (i) the inability to timely file its 2006 Form 10-K with the
        Securities and Exchange Commission, which resulted in a
        default under its reporting obligation under its senior
        subordinated and senior note indentures;

   (ii) the announcement that Bally is considering whether or not
        it will make its next interest payments on its senior
        subordinated and senior notes in light of its current
        financial position;

  (iii) deterioration of cash collections of revenues and the
        prospect for further declines during the remainder of
        2007; and

   (iv) decreasing liquidity.

Bally stated in its recent Form 12b-25 filed with the SEC that it
is unable to determine when it will file its 2006 Form 10-K
because it has not yet completed the preparation of such financial
statements.  Bally identified potential errors and assumption
changes related to the accounting for deferred revenues which
could cause a restatement of previously filed financial
statements.  Absent a waiver from the lenders under its secured
bank facility or its bondholders, Bally's inability to file its
Form 10-K could cause its obligations under its credit facility
and indentures to be declared immediately due and payable as early
as April 2007.  Bally stated that if an acceleration of its
obligations or an interest payment default occurs, there is a
substantial possibility the company would seek or could be forced
to reorganize its operations under Chapter 11 of the U.S.
bankruptcy code.

Bally also stated in its recent Form 12b-25 that it is attempting
to restructure or otherwise address its obligations under the
senior subordinated notes in advance of their maturity.  Bally may
seek to achieve such a restructuring by securing an infusion of
cash, negotiating a consensual exchange of the senior subordinated
notes for shares of its common stock, or a combination of the
foregoing, among other means.

The negative rating outlook anticipates a continued decline in
liquidity and financial performance and a possible Chapter 11
bankruptcy filing.

Bally, through its wholly owned subsidiaries, is one of the
largest publicly traded commercial operators of fitness centers in
North America.  Revenues for the 12 month period ending September
30, 2006 were approximately $1 billion.


BEAR STEARNS: Moody's Rates Class B-5 Certificates at Ba2
---------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Bear Stearns Mortgage Funding Trust 2007-
AR2, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans acquired and originated
by EMC Mortgage Corporation and Bear Stearns Residential Mortgage
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on protection against losses from
subordination, overcollateralization, excess spread, and a rate
cap.  Moody's expects collateral losses to range from 0.90% to
1.10%.

EMC will service the loans. Moody's has assigned EMC its servicer
quality rating of SQ2 as primary servicer of prime loans.

The complete rating actions are:


Bear Stearns Mortgage Funding Trust 2007-AR2

Mortgage Pass-Through Certificates, Series 2007-AR2

         * Cl. A-1, Assigned Aaa
         * Cl. A-2, Assigned Aaa
         * Cl. A-3, Assigned Aaa
         * Cl. B-1, Assigned Aa1
         * Cl. B-2, Assigned Aa3
         * Cl. B-3, Assigned A3
         * Cl. B-4, Assigned Baa1
         * Cl. B-5, Assigned Ba2


BERRY PLASTICS: Moody's Rates $1.2 Billion Senior Loan at (P)Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a provisional rating of (P)Ba3
to the proposed $1,200 million senior secured term loan facility
of Berry Plastics Holdings Corporation, which will be used to
finance its pending merger with Covalence Specialty Materials
Corporation.

The proposed secured term loan facility together with a
$400 million asset based revolving credit facility (not rated by
Moody's) will be used to refinance the outstanding credit
facilities of CSMC (both first and second lien loans) and Berry
(the first lien loans) as well as fund a small acquisition
separate from the merger.  Berry is expected to combine with CSMC
to form a direct subsidiary, New Berry Holding, of New Berry
Group.  The merger is subject to regulatory approvals and other
customary closing conditions and is expected to close in April
2007.

The ratings of Berry and CSMC are under review for possible
downgrade pending the completion of the merger.  On or about the
closing of the merger, Moody's expects to downgrade Berry's
Corporate Family Rating to B2.  Additional instrument rating
actions are detailed below.

The downgrade of Berry's Corporate Family Rating reflects weak pro
forma leverage and interest coverage metrics for the rating
category; the size, scale and potential integration difficulties
of the acquisition; the difference in product lines between the
two companies; and CSMC's difficulties operating as a recent
standalone entity.  The ratings are supported by the potential
cost savings and increased scale of the combined entity and the
sound liquidity over the near term.

The (P)Ba3 rating on the proposed $1,200 million senior secured
term loan is rated two notches above the anticipated corporate
family rating reflecting its senior position in the capital
structure with a first priority interest in fixed assets and a
second lien on assets securing the asset based revolving credit
facility (primarily accounts receivable and inventory).  The
rating contemplates a deficiency claim as the collateral is
encumbered by the priority claim of the asset based revolver.

Initially, Covalence Specialty Materials Corporation will be the
borrower and upon consummation of the merger, New Berry Holding.
The secured credit facilities are to be unconditionally guaranteed
by New Berry Holding's immediate holding company parent, and each
existing and subsequently acquired domestic subsidiary of the
borrower, subject to exceptions.  Security is to be provided by a
perfected first priority pledge of substantially all tangible and
intangible assets of the borrower and subsidiary guarantors, and
all equity interests of the borrower and each subsidiary
guarantor, with the exception that the stock pledge is to be
limited to the 65% of the equity interests of material first tier
foreign subsidiaries.

Covenants were not finalized at the time of publication, but are
expected to be usual and customary for this type of facility. The
rating and outlook is subject to receipt and review of the final
indenture.

These ratings were assigned to New Berry Holding:

    * $1,200 million senior secured term loan, (P)Ba3 (LGD 2, 27%)

The rating is subject to Moody's review of final documentation and
conclusion of the review.

If the transaction is completed on the terms and conditions
described in the company's announcement, Moody's expects to take
these rating actions for Berry:

    * The Corporate Family Rating of B1 -- is expected to be
      downgraded to B2;

    * The Probability of Default Rating of B1 -- is expected to be
      downgraded to B2;

    * The Ba1 (LGD 2, 18%) rated $200 million senior secured
      revolver due 2012 -- is expected to be withdrawn;

    * The Ba1 (LGD 2, 18%) rated $675 million senior secured first
      lien term loan B due 2013 -- is expected to be withdrawn;

    * The B2 (LGD 4, 62%) rated $225 million senior secured second
      lien FRN's due 2014 -- is expected to be downgraded to B3;

    * The B2 (LGD 4, 62%) rated $525 million senior secured second
      lien notes due 2014 -- is expected to be downgraded to B3

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

If the transaction is completed on the terms and conditions
described in the company's announcement and the conditions above,
Moody's expects to take these rating actions for CSMC:

    * The Corporate Family Rating of B1 -- is expected to be
      withdrawn;

    * The Probability of Default Rating of B1 -- is expected to be
      withdrawn;

    * The Ba3 (LGD 3, 34%) rated $300 million senior secured term
      loan C due 2013 -- is expected to be withdrawn;

    * The B2 (LGD 4, 62%) $175 million senior secured second lien
      term loan due 2013 -- is expected to be withdrawn;

    * The B3 (LGD 5, 86%) rated $265 million senior subordinated
      notes due 2016 -- is expected to be downgraded to Caa1;

    * The Speculative Grade Liquidity Rating of SGL-2 -- is
      expected to be withdrawn.

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

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


BORALEX INVESTMENT: Moody's Withdraws Ba3 Rating
------------------------------------------------
Moody's has withdrawn the Ba3 senior secured rating assigned to
the proposed financing of Boralex Investment LP.  The rating has
been withdrawn because the proposed financing was not consummated.

Boralex Investment LP is a wholly-owned subsidiary of Boralex Inc.
which is based in Montreal, Canada.


BOYD GAMING: To Redeem 8.75% Senior Subordinated Notes
------------------------------------------------------
Boyd Gaming Corporation had notified the trustee that it will
redeem, in full, all outstanding 8.75% Senior Subordinated Notes
due 2012, on April 16, 2007.

The redemption price will be $1,043.75 per $1,000.00 principal
amount of notes plus accrued and unpaid interest to the redemption
date, subject to the right of holders of record on April 1, 2007
to receive the interest payment due on April 15, 2007.

The redemption of the 8.75% Senior Subordinated Notes due 2012
will be funded from borrowings under the company's credit
facility.

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/ -- is a leading diversified owner and
operator of 16 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana, and Louisiana.
The company is also developing Echelon Place, a world class
destination on the Las Vegas Strip, expected to open in the
third quarter 2010.

                          *      *      *

Fitch Ratings affirmed Boyd Gaming's Issuer Default Rating at
'BB-', Senior Secured Credit Facility at 'BB', and Senior
Subordinated Debt at 'B+'.  The Rating Outlook is Stable.


C-BASS 2007-CB2: Moody's Rates Class B-4 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Services has assigned a Aaa rating to the senior
certificates issued by C-BASS 2007-CB2 Trust, and ratings ranging
from Aa1 to Ba1 to the mezzanine and subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by C-BASS.  The collateral was
originated HSBC Consumer Lending (USA) Inc. (20.60%), New Century
Mortgage Corporation (18.62%), The CIT Group/Consumer Finance Inc.
(17.23%) and Sebring Capital Corp. (10.03%).  No other originator
has originated more than 10% of the mortgage loans.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and a swap agreement.  Moody's expects collateral losses
to range from 4.20% to 4.70%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime loans.

The complete rating actions are:

C-BASS 2007-CB2 Trust

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2

         * Cl. A1, Assigned Aaa
         * Cl. A2-A, Assigned Aaa
         * Cl. A2-B, Assigned Aaa
         * Cl. A2-C, Assigned Aaa
         * Cl. A2-D, Assigned Aaa
         * Cl. A2-E, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa2
         * Cl. M-3, Assigned Aa3
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. M-6, Assigned A3
         * Cl. B-1, Assigned Baa1
         * Cl. B-2, Assigned Baa2
         * Cl. B-3, Assigned Baa3
         * Cl. B-4, Assigned Ba1


CABELAS CREDIT: Fitch Holds BB+ Rating on Two Class Securities
--------------------------------------------------------------
Fitch Ratings recently completed a portfolio review of 681 classes
of securities rated by Fitch in the U.S. credit card asset-backed
securities sector.  While Fitch's surveillance efforts are
continuous and include a review of monthly servicing reports to
monitor transaction performance, formal portfolio reviews are also
conducted periodically.  The transactions were examined in order
to compare performance across the industry and included an
evaluation of the historical performance of the transactions, an
examination of any changes to key metrics or trust composition,
and an assessment of total available credit enhancement.

As a result of the review, Fitch affirms these ratings as:

Cabela's Credit Card Master Note Trust

Series 2005-I

    -- Class A-1 at 'AAA';
    -- Class A-2 at 'AAA';
    -- Class B at 'A+';
    -- Class C at 'BBB+';
    -- Class D at 'BB+'.

Series 2006-III

    -- Class A-1 at 'AAA';
    -- Class A-2 at 'AAA';
    -- Class B at 'A+';
    -- Class C at 'BBB+';
    -- Class D at 'BB+'.



CARTER GRANDLE: Wants to Sell Substantially All Assets in Florida
-----------------------------------------------------------------
CFI Manufacturing Inc. dba Carter Grandle, asks the United States
Bankruptcy Court for the Middle District of Florida for authority
to sell substantially all of its assets located at 2150 Whitfield
Avenue in Sarasota, Florida, subject to higher and better offers.

                 Failure to Obtain Financing

The Debtor reminds the Court that on Feb. 9, 2007, it had obtained
authority, on an interim basis, to use the cash collateral
securing repayment of its obligation to LaSalle Business Credit
LLC.

LaSalle Business, in its capacity as agent for secured creditor
LaSalle Bank Midwest, National Association, had asserted that the
Debtor has an outstanding revolving loan in the original principal
amount of up to $17.5 million.

The Court had set a final hearing on the cash collateral motion on
March 1, 2007.  However, the Debtor filed a motion to sell its
assets before the hearing.

The Debtor explains the decision to sell its assets was prompted
by its failure to obtain sufficient and acceptable financing to be
able resume manufacturing operations.

                         Sale Procedures

Under the sale procedures, the Debtor proposes that if bidders are
bidding on all or substantially all of its assets, bids will be
made in increments of $10,000, while bids on a lesser amount of
the assets will be in increments of $2,500.

The Debtor anticipates closing the sale based on this projected
time line:

   Internet/Brochure Advertising      March 19, 2007
   Newspaper Advertising              April 2, 2007
   Inspection Period                  April 12 & 13, 2007
   Auction Date                       April 16, 2007
   Asset Checkout, Final
      Collection of Funds             April 16 - April 30, 2007
   Final Sale Hearing                 April 16 - April 30, 2007

Prior to filing its motion for the sale of the Florida assets, the
Debtor discloses that it entered into these purchase agreements
for the sale of some of its personal properties:

   Proposed Buyer                   Asset         Purchase Price
   --------------                   -----         --------------
   Patio Etc. . .Downtown      patio furniture    $2,400

   Power Contracting LLC      office furniture    $2,200

   Scrap-All                 357,242 pounds of    $0.61/pound
                             aluminum materials   (about $217,000)

The personal properties are encumbered by liens in favor LaSalle
Credit Bank LLC.  The Debtor said LaSalle's liens will be
transferred to the proceeds of the sale of those personal
properties.

The Debtor informs the Court that it will file a plan of
liquidation, which will provide for the distribution of the sale
proceeds.

The Court is set to consider the Debtor's request at a hearing
scheduled for April 3, 2007.

Objections to the motion must be filed by March 28, 2007.

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


CARTER GRANDLE: Taps Michael Fox Int'l to Auction Florida Assets
----------------------------------------------------------------
CFI Manufacturing Inc. dba Carter Grandle asks permission from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Michael Fox International, Inc. dba Goindustry Michael Fox
International, as auctioneer.

Michael Fox International will:

   a) represent the Debtor as its selling agent in conduction of
      an auction and or sale of assets including equipment and any
      remaining inventory located at the Debtor's former
      manufacturing plant at 2150 Whitfield Ave., Sarasota,
      Florida; and

   b) provide consulting services and sales assistance to the
      Debtor regarding the sale of this property.

Michael Fox International is willing to perform the said services
for the Debtor with these terms of compensation:

   a) a guaranteed minimum return to the Debtor of the amount
      $495,000;

   b) a $50,000 risk premium for reimbursement for its expenses of
      the sale;

   c) a 10% commission for all sales proceeds obtained above
      $545,000, and

   d) a buyer's premium of 12.5% to onsite purchasers and a
      buyer's premium of 15% to online purchasers.

Michael Fox does not hold any adverse interest to the Debtor's
estates.

Based in Sarasota, Florida, CFI Manufacturing Inc. dba Carter
Grandle -- http://www.cartergrandle.com/-- manufactures casual
outdoor furniture, cushions, and umbrellas.  The company filed for
Chapter 11 protection on Jan. 7, 2007 (Bankr. M.D. Fla. Case No.
07-00131).  Benjamin G. Martin, Esq. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $1 million
to $100 million.


CARTER GRANDLE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
CFI Manufacturing Inc. dba Carter Grandle, delivered to the U.S.
Bankruptcy Court for Middle District of Florida, its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets           Liabilities
     ----------------            ----------         -----------
  A. Real Property                       $0
  B. Personal Property           $3,727,781
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $1,146,732
  E. Creditors Holding
     Unsecured Priority Claims                          $49,430
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                          $4,657,993
                                 ----------         -----------
     Total                       $3,727,781          $5,854,155

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).  Benjamin G. Martin, Esq., at the Law Offices of
Benjamin Martin, represents the Debtor in its restructuring
efforts.  Robert P. Charbonneau, Esq., at Kluger Peretz Kaplan &
Berlin, represents the Official Committee of Unsecured Creditors.
When the Debtor sought protection from its creditors, it listed
assets and debts between $1 million to $100 million.


CASCADES INC: Earns CDN$3 Million in Year Ended December 31
-----------------------------------------------------------
Cascades Inc. reported net earnings of CDN$3 million for the year
ended Dec. 31, 2006, compared with a net loss of CDN$97 million
for the year ended Dec. 31, 2005.  Sales increased 3% to
CDN$3.4 billion in 2006 from CDN$3.3 billion in 2005.

For the fourth quarter ended Dec. 31, 2006, the company reported a
net loss of CDN$46 million compared to a net loss of
CDN$104 million for the fourth quarter of 2005.  As a result of
recent business acquisitions, better selling prices and shipments,
sales increased by 8% during the fourth quarter of 2006, amounting
to CDN$876 million compared with CDN$810 million for the same
period in 2005.

Commenting on the yearly results, Mr. Alain Lemaire, president and
chief executive officer stated: "We are pleased with these results
given we were able to prevail through a most challenging time, one
of the most difficult we've ever experienced, characterized by
increasing foreign competition, rising fiber costs and very
Volatile energy prices.  We very much rely on the efforts of our
employees in pursuing the realization of our strategic plan.  They
are the reason behind our success in significantly improving our
earnings and cash-flows and they are the ones which will allow us
to better address tomorrow's challenges."

Operating losses amounted to CDN$28 million for the fourth quarter
ended Dec. 31, 2006, compared to operating losses of
CDN$34 million for the same quarter last year.

Operating income from continuing operations for the fourth quarter
ended Dec. 31, 2006, excluding specific items, amounted to
CDN$40 million and excludes the following items; a CDN$40 million
pre-tax amount representing the impairment charge on certain
assets of the Red Rock (Ontario) containerboard mill, a
CDN$12 million pre-tax amount representing severance and other
benefits payable to departing employees and a CDN$14 million pre-
tax amount representing an impairment charge of the company's sole
North-American sawmill assets (Scierie Lemay).

In addition, the 2006 fourth quarter operating results also
include a CDN$3 million pre-tax amount representing a refund of
countervailing and anti-dumping duties in relation to the Scierie
Lemay operations and a CDN$3 million positive adjustment of post-
retirement benefits.  Net earnings for the fourth quarter were
also impacted by an additional income tax provision following the
Norampac Inc. acquisition.

                        About Cascades Inc.

Founded in 1964, Cascades Inc. (TORONTO: CAS.TO) (Other OTC:
CADNF.PK) -- http://www.cascades.com/-- produces, transforms and
markets packaging and tissue products composed mainly of recycled
fibers.  Cascades employs close to 14 000 employees who work in
more than 100 modern and flexible production units located in
North America and Europe.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Cascades Inc. after reviewing the
effects of the company's acquisition of the remaining 50% of
Norampac Inc. that it did not previously own.


CATHOLIC CHURCH: Court Approves Spokane's Pact with ACE Insurers
----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington rules that the settlement
agreement between the Diocese of Spokane and ACE Property and
Casualty Insurance Company is approved.

Judge Williams holds that if a Plan of Reorganization is
confirmed in Spokane's case, the proceeds of the sale of the
Alleged Aetna Policies will be reserved for the sole and
exclusive benefit of holders of Tort Claims and to pay Plan Trust
Costs and Expenses as set forth in the Plan.  If a Plan of
Reorganization is not confirmed, however, the proceeds of the
sale of the Alleged Aetna Policies will remain deposited in an
interest bearing account and will not be expended for purposes
without Court order, or for Spokane's general operating purposes.

Judge Williams clarifies that nothing modifies ACE's rights under
the Settlement Agreement if the effective date of the Plan does
not occur on or before Oct. 1, 2007.

Moreover, nothing is intended to constitute a determination with
respect to federal or state court jurisdiction over insurance
coverage claims between ACE and Morning Star Boys' Ranch, Judge
Williams adds.

The provisions of the Order are non-severable and mutually
dependent.

As reported in the Troubled Company Reporter on July 12, 2006, the
Diocese of Spokane and ACE Property and Casualty Insurance
Company are parties to an insurance coverage action arising from a
general liability insurance policy allegedly issued by Aetna
Insurance Company -- Policy No. CPP 44-33-95 -- for the period
from Feb. 1, 1981, to Feb. 1, 1982.

ACE Property, formerly known as CIGNA Property and Casualty
Insurance Company, formerly known as Aetna Insurance Company, is
the successor-in-interest to the various rights and duties under
the Alleged Aetna Policy.  The Alleged Aetna Policy was lost and
has never been found.  ACE Property, therefore, disputes the
existence of the Aetna Policy.

Before its bankruptcy filing, the Diocese tendered to ACE Property
the defense of certain tort claims arising during the term of the
Alleged Aetna Policy.  ACE accepted the defense of those claims
subject to a reservation of rights.

ACE has paid $179,651 to indemnify the Diocese under the Alleged
Aetna Policy.  Hence, in the Coverage Action, ACE Property
maintained that if the Diocese can satisfy its burden of proving
the existence and material terms of the Alleged Aetna Policy, its
payments under a general aggregate limit to indemnify the Diocese
for any remaining claims or suits will be $370,349.

Morning Star Boys' Ranch, a separately incorporated nonprofit
residential group home for boys, which is not a debtor in
Spokane's Chapter 11 case, has asserted that a tort claim against
it is covered under the Alleged Aetna Policy.  ACE Property denied
coverage for Morning Star's claim, asserting it is not an insured
under the Alleged Aetna Policy.

The Diocese has incurred over $1,000,000 in fees and expenses in
pursuing the Coverage Action.

To resolve all claims with respect to the Alleged Aetna Policy,
including coverage for Tort Claims and any other present or future
liabilities that might be covered, the Diocese and ACE Property
entered into a settlement agreement.

A full-text copy of the Settlement, Release and Buy Back Agreement
between the Diocese and ACE Property is available for free at
http://researcharchives.com/t/s?d8d

The salient terms of the Settlement Agreement are:

   (a) ACE Property will deposit $1,500,000 into an interest
       bearing, separate asset account to indemnify the Diocese
       for any and all claims that have vested or may vest under
       the Alleged Aetna Policy, whether known or unknown,
       including but not limited to Tort Claims;

   (b) The Settlement Amount will be released to the Diocese on
       the effective date of the Settlement Agreement.  The
       Diocese will not be entitled to withdraw any funds from
       the Account, except for certain administrative costs,
       until October 1, 2007, or on other dates as may be
       directed by the Bankruptcy Court;

   (c) The Diocese will use all sums received under the
       Settlement Agreement to indemnify tort claimants, except
       as may be otherwise directed by the Bankruptcy Court;

   (d) The Diocese, on its own behalf and on behalf of its
       related entities, will:

       * release and forever discharge ACE Property for all
         claims and obligations in any way related to the Alleged
         Aetna Policy, including all present and future Tort
         Claims;

       * release all rights under the Alleged Aetna Policy;

       * dismiss with prejudice its claims against ACE in the
         Coverage Action; and

       * sell the Alleged Aetna Policy back to ACE Property free
         and clear of all liens, claims encumbrances and other
         interests, except the rights, if any, held by Morning
         Star;

   (e) ACE Property's payment of the Settlement Amount will:

       * constitute ACE Property's full and complete performance
         of any and all obligations under the Alleged Aetna
         Policy owed to any Releasing Party; and

       * effect a complete sale, outright, of the Alleged Aetna
         Policy to ACE:

   (f) The effectivity of the settlement agreement is conditioned
       on the final orders of the:

       * Bankruptcy Court approving the Settlement Agreement; and

       * District Court dismissing and barring all equitable
         contribution or other claims against ACE Property by
         other parties to the Coverage Action; and

   (g) If the Diocese proposes a plan of reorganization that will
       channel Tort Claims to a trust, the Diocese will use its
       best efforts to include in that plan a channeling
       injunction that protects ACE Property against the
       assertion of Tort Claims.

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

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  (Catholic
Church Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court Approves Spokane's $5.25MM Pact with GICA
----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington approves the settlement
agreement between the Diocese of Spokane and General Insurance
Company of America.

In addition, Judge Williams rules that:

    -- if a Plan of Reorganization is confirmed in Spokane's case,
       the proceeds of the sale of the GICA Policies will be
       reserved for the sole and exclusive benefit of holders of
       Tort Claims and to pay Plan Trust Costs and Expenses as set
       forth in the Plan;

    -- if a Plan is not confirmed, the proceeds of the sale of the
       GICA Policies will remain deposited in an interest bearing
       account and will not be expended for purposes without Court
       order, or for Spokane's general operating purposes;

    -- nothing will modify GICA's rights under the Settlement
       Agreement if the effective date of the Plan does not occur
       on or before Oct. 1, 2007;

    -- nothing is intended to constitute a determination with
       respect to federal or state court jurisdiction over
       insurance coverage claims between GICA and Morning Star
       Boys' Ranch; and

    -- the provisions of the Order are non-severable and mutually
       dependent.

As reported in the Troubled Company Reporter on July 12, 2006,
General Insurance Company of America issued to, or for the benefit
of, the Diocese of Spokane and certain parties several prepetition
insurance policies covering the years from 1958 to 1972.

The GICA Policies are "occurrence based" policies, providing
coverage for "bodily injury" occurring within the coverage years
regardless of when the claims are asserted.  The GICA Policies
differ from "claims made" policies, which provide coverage for
claims asserted in the coverage years.  Each Policy has:

   * a $200,000 per claimant limit; and

   * per occurrence limit capping how much GICA would pay for all
     claims arising out of the same occurrence.

Before the Diocese's bankruptcy filing, it tendered to GICA the
defense of certain tort claims allegedly arising within the
coverage years of the Policies.  GICA accepted the defense of
those claims, subject to a reservation of all its rights.  GICA
paid out $1,360,000 in connection with defense and indemnity
costs.

In addition, Morning Star Boys' Ranch, a separately incorporated
nonprofit residential group home for boys, which is not a debtor
in Spokane's Chapter 11 case, also asserted that certain tort
claims against it are covered by the GICA Policies.  Thus, GICA
also accepted the defense of certain of those claims, subject to a
reservation of all its rights.

Certain disputes between the Diocese and its insurers, including
GICA, have arisen and would be likely to arise in the future
concerning the insurers' position regarding the nature and scope
of their responsibilities to provide coverage to the Diocese and
the other parties under the Policies.

To avoid the costs and risks of litigation, the Diocese and GICA
entered into a settlement agreement to resolve their disputes.

The principal terms of the Settlement Agreement are:

   (a) GICA will deposit as payment $5,250,000 into an interest
       bearing, separate asset, trust account to be released to
       the Diocese on the effective date of the Settlement
       Agreement.  The Diocese will not be entitled to withdraw
       any funds from the Trust Account, except to pay certain
       administrative costs, until October 1, 2007, or other
       dates as may be directed by the U.S. Bankruptcy Court for
       the Eastern District of Washington;

   (b) The Diocese will use all sums received under the
       Settlement Agreement solely to indemnify Tort Claims
       related to individuals alleging injury;

   (c) The Diocese will:

       (1) release and forever discharge GICA for all claims and
           obligations in any way related to the GICA Policies,
           including all present and future Tort Claims;

       (2) release all rights under the actual or alleged GICA
           Policies;

       (3) dismiss with prejudice its claims against GICA in the
           Coverage Action; and

       (4) sell the Policies back to GICA free and clear of all
           liens, claims encumbrances and other interests, with
           the sole exception of the alleged rights, if any, held
           by Morning Star; and

   (d) The Settlement Agreement will take effect on:

       (1) the Bankruptcy Court's final order approving the
           settlement; and

       (2) the District Court's order barring all equitable
           contribution or other claims against GICA by other
           parties to the Coverage Action.

A full-text copy of the Settlement, Release and Buy Back
Agreement between the Diocese and GICA is available for free at
http://researcharchives.com/t/s?d8b

The Causal Link Claimants are those persons who know that they had
an incident of sexual contact, sexual abuse, or sexual misconduct
by an alleged agent of the Diocese while the claimant was a minor
yet, who fail to make the connection between the incident and
injuries.  The Futures Claimant Representative represents the
Causal Link Claimants.

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

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  (Catholic
Church Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Oregon Class Action Settlement Hearing Set
-----------------------------------------------------------
Catholic parishioners in western Oregon will receive notice this
week of a proposed settlement in the class action lawsuit in the
bankruptcy proceedings of the Archdiocese of Portland in Oregon.

The Archdiocese of Portland filed for Chapter 11 Bankruptcy on
July 6, 2004.  On July 22, 2005, the U.S. Bankruptcy Court for the
District of Oregon entered an order in a lawsuit certifying
parishes and parishioners as a class of defendants.

At issue in the lawsuit is whether Catholic parishes, schools and
certain funds are available to the Archdiocese to pay settlements
of tort claims and to other creditors:

    The main issues in the Lawsuit are whether Parishes, Schools
    and certain funds are unrestricted assets belonging to the
    Debtor and available to creditors of the Debtor.  The Debtor,
    the Parishes and Schools contend, among other things, that
    such assets are restricted and are not available to pay
    creditors of the Debtor.  The Tort Claimants Committee
    contends that such property is the unrestricted property of
    the Debtor and is available to pay creditors of the Debtor.

Attorneys Douglas R. Pahl, Esq., and Steven M. Hedberg, Esq., at
Perkins Coie, LLP, were appointed by the Court to represent the
parishes, schools, missions, parishioners and other donors.

Under the proposed settlement, in consideration for the
Archdiocese's "payment in full of the allowed amount of all claims
under the Second Amended and Restated Joint Plan of Reorganization
the Lawsuit will be dismissed with prejudice on the Effective Date
of the Plan."

The attorneys representing the parishes, schools and parishioners
"strongly recommend that the Class members support the Proposed
Settlement."  Parishioners will not need to respond to the Notice
they receive in the mail, unless they object to the settlement or
wish to submit other comments concerning the Court's decision.
Any objections or comments must be submitted to the Court no later
than April 5, 2007.

Additional information is available in the full Standard Notice of
the proposed settlement, which is available on the Archdiocese's
web site -- http://www.archdpdx.org/bankruptcy/-- and on the web
site of the parishioners committee --
http://www.parishionerscommittee.org/--  

A Notice will also be posted in the churches of the Archdiocese of
Portland until May 1, 2007.

A hearing on the Proposed Class Action Settlement will be held on
April 10, 2007, beginning at 9:00 a.m., at the U. S. Bankruptcy
Court, 1001 Southwest Fifth Avenue, Seventh Floor in Portland,
Oregon.

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

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.


CHIQUITA BRANDS: Pleads Guilty to Terrorist Payment Allegation
--------------------------------------------------------------
Chiquita Brands International has pleaded guilty to one count of
doing business with Colombian terrorists to protect its most
profitable banana-growing operation, the Associated Press reports.

Chiquita's guilty plea relates to the company's 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 which includes payment of a $25 million fine, payable
in five equal annual installments, with interest.

According to AP, prosecutors told a federal court Monday that the
company agreed to pay about $1.7 million between 1997 and 2004 to
the United Self-Defense Forces of Colombia.

Chiquita, AP relates, has said it was forced to make the payments
and was acting only to ensure the safety of its clients.

However, AP says, federal prosecutors noted that from 2001 to
2004, when Chiquita made $825,000 in illegal payments, the
Colombian banana operation earned $49.4 million and was the
company's most profitable unit.

The company is set to be sentenced June 1, the source says.

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.


CITIZENS COMMUNICATIONS: Inks $37.5 Million Settlement Agreement
----------------------------------------------------------------
Citizens Communications Company entered into a settlement
of some litigated billing disputes on March 12, 2007, with
a customer which provides for the payment of $37.5 million.

The company said that within 3 business days of payment of the
settlement amount, appropriate documentation will be filed to
dismiss all claims and counterclaims in the litigation.

Based in Stamford, Connecticut, Citizens Communications Company
f.k.a. Citizens Utilities (NYSE: CZN) -- http://www.czn.net/--  
provides phone, TV, and Internet services to more than two million
access lines in parts of 23 states, primarily in rural and
suburban markets, where it is the incumbent local-exchange carrier
operating under the Frontier brand.

                          *     *     *

In December 2006, Standard & Poor's Ratings Services assigned a
'BB+' rating to $400 million of 7.875% senior unsecured notes due
2027 issued by Stamford, Connecticut-based Citizens Communications
Co.

At the same time, Fitch Ratings assigned a 'BB' rating and Moody's
Investors Service assigned Ba2 rating to the company's proposed
private placement of $250 million senior unsecured notes due 2027.


COLLINS & AIKMAN: Court Okays Alan Miller as Special Counsel
------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan gave Collins & Aikman Corp. and
its debtor-affiliates authority to employ Alan B. Miller, Esq., as
their special counsel.

Judge Rhodes also approves Mr. Miller's Engagement Letter and for
him to begin the investigation and preparation of certain causes
of action for the benefit of the Litigation Trust in advance of
the Effective Date of the Plan.

The Debtors' First Amended Joint Plan provides for the
establishment of a litigation trust and the appointment of a
litigation trust administrator to pursue claims on behalf of the
Litigation Trust beneficiaries.

The Litigation Trust Administrator's duties include the
investigation and commencement of the causes of action contained
in the Litigation Trust agreement that are intended to preserve
and protect the assets of Litigation Trust.  The Causes of Action
include those arising under Chapter 5 of the Bankruptcy Code that
are not released under the Plan or Court-approved settlements.

The agent for the Debtors' senior, secured prepetition lenders,
in consultation with the Unofficial Steering Committee for the
Debtors' senior, secured prepetition lenders, and the Official
Committee of Unsecured Creditors, has advised the Debtors that
Alan B. Miller has been selected to serve as the Litigation Trust
Administrator.  The United States Trustee for Region 9 has
consented to the employment of Mr. Miller.

The Debtors wish to retain Alan Miller as special counsel to
begin the investigation and preparation of certain causes of
action for the benefit of the Litigation Trust in advance of the
effective date of the Plan.

Pursuant to the engagement letter between Mr. Miller and the
Debtors, the duties of Mr. Miller as special counsel to the
Debtors will include:

     * perform the same duties and assume the same
       responsibilities prior to the effective date of the Plan
       that the Litigation Trust Administrator will perform and
       assume upon and after the Effective Date to preserve the
       Litigation Trust Assets; and

     * identify and retain counsel and other professionals for
       the Debtors and the Litigation Trust who will investigate
       and prepare to commence the Litigation Trust Claims
       against third parties as contemplated by the Plan.

Mr. Miller retired as a senior partner at Weil, Gotshal & Manges
LLP, but maintains the title of "senior counsel" at the firm and
has specialized in business reorganizations for over 40 years.
He has been involved in several Chapter 11 reorganizations, out-
of-court restructurings, secured financings and investments for
troubled companies, including the purchase of TWA by American
Airlines, Rockefeller Center Properties, Mcorp and Thermadyne
Corp., Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New
York, informed the Court.

Mr. Miller is also a member of the board of directors of Meridian
Automotive Systems, Inc., and of the Senior Advisory Board of
Chanin Capital Partners, Inc., an affiliate of Duff & Phelps,
Inc.

According to the Engagement Letter, Mr. Miller's engagement will
start immediately and expire according to the Plan.  He will be
paid an annual retainer of $75,000 plus 3% of the net amounts of
recoveries by the Litigation Trust to or for the account of the
beneficiaries.  Additionally, Mr. Miller will be paid $425 per
hour for services related to the resolution of the Litigation
Trust Claims.  Reasonable expenses will be reimbursed.

Mr. Miller is not aware of any connection with any of the
potentially adverse parties in the Debtors' Chapter 11 cases.

Mr. Miller stated that he does not hold or represent any adverse
interest to the Debtors' estates and attests that he is a
disinterested person, as the term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

Mr. Schrock told the Court that it is essential that Mr. Miller
begin the work to prepare the Causes of Action now due to the
time-sensitive nature of several Causes of Action, the upcoming
confirmation hearing, and to ensure maximum value for the
Debtors' estates and the beneficiaries of the Litigation Trust.

As Mr. Miller is not allowed to begin the investigation and
preparation necessary to commence the actions before the Plan's
effective date, he may not be able to institute all necessary
actions to preserve and protect the Litigation Trust Assets
before the expiration of the statute of limitations, which may be
on May 17, 2007, absent substantial estate resources being
expended in the interim, Mr. Schrock said.

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

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


COLLINS & AIKMAN: Court Approves Agreement with Nissan
------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan approves an agreement between
Nissan North America, Inc., and Collins & Aikman Corp. and its
debtor-affiliates.

Since the Debtors entered into the customer agreement with their
principal customers, they have continued their efforts to ensure
that the sale of their businesses, as contemplated in their First
Amended Joint Plan, maximizes value for the Debtors' estates and
creditors.

The Debtors and Nissan North America, Inc., have negotiated and
entered into an agreement that the Debtors believe will, in part,
facilitate the orderly sale of their Carpet & Acoustics business.

The settlement agreement will:

     * resolve all pre- and post-petition claims the parties
       could assert against each other, except for certain
       ordinary course amounts incurred after the Petition Date;

     * provide non-resourcing protections for certain Nissan
       business presently under contract with the Debtors;

     * ensure that the Debtors continue to receive beneficial
       payment terms from Nissan; and

     * provide for treatment of Nissan's claims so that the
       Debtors can obtain Nissan's support for the Debtors'
       Chapter 11 Plan.

The Debtors have obtained Judge Rhodes' authorization to file the
Settlement Agreement, as well as any portions of pleadings that
references any information in the Settlement, under seal to
prevent disclosure of confidential commercial information that
could substantially harm the Debtors, their estates and
stakeholders, and Nissan.

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

The Debtors' disclosure statement explaining their First Amended
Joint Chapter 11 Plan was approved on Jan. 25, 2007.
(Collins & Aikman Bankruptcy News, Issue No. 53 & 55; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


COMMUNITY HEALTH: Inks $6.8 Bil. Merger Pact with Triad Hospitals
-----------------------------------------------------------------
Community Health Systems, Inc., and Triad Hospitals, Inc., have
entered into a definitive merger agreement pursuant to which CHS
will acquire Triad for $54 per share in cash, or approximately
$6.8 billion, including $1.7 billion of existing indebtedness.

The merger will create the largest publicly traded hospital
company in the United States.  The combined company would own or
operate approximately 130 hospitals in 28 states, with a total bed
count of more than 18,700.

The merger agreement was unanimously approved by the Board of
Directors of CHS.  Triad's Board of Directors, on the unanimous
recommendation of a Special Committee composed entirely of
disinterested directors, has approved the agreement and recommends
that Triad stockholders approve the merger.  All disinterested
members of the Board voted in favor of the agreement, with two
inside directors abstaining.

The acquisition is subject to certain closing conditions including
approval by Triad's stockholders, antitrust clearance and other
regulatory approvals, and is expected to close in the third
quarter of 2007.

There is no financing condition to the consummation of the
transaction.

CHS has received financing commitments from Credit Suisse,
Wachovia Capital Markets LLC, and certain of their affiliates.

"This is a strategic growth opportunity for CHS," CHS Chairman,
President and CEO Wayne T. Smith said.  "This deal will
substantially increase CHS's overall scale and enhance its
geographic diversity.

"The two companies have similar values and we are excited about
the 54 Triad hospitals and the addition of six new states to our
portfolio.  This acquisition complements our rural strategy by
adding mid-size markets in great locations and we look forward to
working with the talented and experienced management professionals
throughout the Triad organization."

"The transaction with CHS validates Triad's strategy and I am
proud of the value this brings to our shareholders.  We look
forward to working to ensure a smooth transition for our
communities," Triad Chairman and CEO James D. Shelton said.

Triad has terminated its previous merger agreement with a group
led by affiliates of CCMP Capital Advisors and GS Capital
Partners.  In accordance with the terms of the original merger
agreement, Triad paid a termination fee to the original purchaser.

Credit Suisse and Wachovia Capital Markets LLC are acting as
financial advisors to CHS and Credit Suisse delivered a fairness
opinion to CHS.  Kirkland & Ellis LLP is acting as legal advisor
to CHS.

Dewey Ballantine LLP is acting as legal advisor to Triad.  Lehman
Brothers Inc. is acting as financial advisor and delivered a
fairness opinion to the special committee of the board of
directors of Triad.  Baker Botts L.L.P. is acting as the special
committee's legal advisor.

As a result of this transaction, CHS has withdrawn its 2007
guidance.

A full-text copy of the companies' agreement and plan of merger is
available for free at http://ResearchArchives.com/t/s?1bb7

                       About Triad Hospitals

Plano, Tex.-based Triad Hospitals, Inc. (NYSE: TRI) --
http://www.triadhospitals.com/-- owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets.  The Company currently operates 54 hospitals
(including one under construction) and 13 ambulatory surgery
centers in 17 states with approximately 9,855 licensed beds.  In
addition, through its QHR subsidiary, the company provides
hospital management, consulting, and advisory services to more
than 170 independent community hospitals and health systems
throughout the United States.

                  About Community Health Systems

Located in the Nashville, Tenn., Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- operates general acute care
hospitals in non-urban communities throughout the country.
Through its subsidiaries, the company currently owns, leases or
operates 77 hospitals in 22 states.  Its hospitals offer a broad
range of inpatient medical and surgical services, outpatient
treatment and skilled nursing care.


COMMUNITY HEALTH: Triad Buy Prompts Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service has placed the ratings of Community
Health Systems, Inc. under review for possible downgrade following
the report that the company will acquire Triad Hospitals, Inc. for
$6.8 billion, including approximately $1.7 billion of existing
Triad debt.

The report follows the Feb. 5, 2006, report that Triad had entered
into a definitive agreement to be acquired by affiliates of CCMP
Capital Advisors and GS Capital Partners in a transaction valued
at $6.4 billion.

Moody's review will focus on changes in the credit metrics of
Community Health as they are considered in the Global For-Profit
Hospital Rating Methodology, including the increase in the
financial leverage of Community Health resulting from the
financing of the transaction.  Moody's will also consider changes
in other factors such as the increased scale and diversity of
Community Health following the proposed transaction.

Moody's notes that the combined company will be the largest
publicly traded hospital operating company with estimated pro
forma revenue of approximately $9.9 billion for the year ended
Dec. 31, 2006.  Moody's review will also consider the resulting
capital structure of the combined company as those details become
available.  Moody's hopes to complete its review prior to the
expected close of the transaction in the third quarter of 2007.

Triad's ratings will remain under review for possible downgrade.
However, if Triad's debt is repaid or redeemed, as Moody's
expects, the rating agency would confirm and withdraw Triad's
ratings at the close of the transaction.

Summary of Moody's rating actions.

Ratings placed under review for possible downgrade:

   * Community Health Systems, Inc.

      -- Corporate Family Rating, Ba3

      -- Probability of Default Rating, Ba3

      -- 6.5% Senior subordinated notes due 2012, B2, LGD6, 93%

      -- Speculative Grade Liquidity Rating, SGL-2

   * CHS/Community Health Systems, Inc.:

      -- Senior secured revolving credit facility, Ba3, LGD3, 43%

      -- Senior secured term loan, Ba3, LGD3, 43%

Ratings remaining under review for possible downgrade:

   * Triad Hospitals, Inc.

      -- Corporate Family Rating, Ba3

      -- Probability of Default Rating, Ba3

      -- Senior secured revolving credit facility due 2011, Ba1,
         LGD2, 18%

      -- Senior secured term loan due 2011, Ba1, LGD2, 18%

      -- 7.0% Senior notes due 2012, B1, LGD4, 64%

      -- 7.0% Senior subordinated notes due 2013, B2, LGD5, 89%

      -- Speculative Grade Liquidity Rating, SGL-2

Community Health is an operator of general acute care hospitals in
non-urban communities.  The company's affiliates own, operate or
lease 77 hospitals in 22 states.  For the fiscal year that ended
Dec. 31, 2006, Community Health generated $4.4 billion in
revenues.

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected large
urban markets.  Triad recognized revenue of approximately
$5.5 billion for the year ended Dec. 31, 2006.


COVALENCE SPECIALTY: Moody's Puts Ratings Under Review
------------------------------------------------------
Moody's Investors Service assigned a provisional rating of (P)Ba3
to the proposed $1,200 million senior secured term loan facility
of Berry Plastics Holdings Corporation, which will be used to
finance its pending merger with Covalence Specialty Materials
Corporation.

The proposed secured term loan facility together with a
$400 million asset based revolving credit facility (not rated by
Moody's) will be used to refinance the outstanding credit
facilities of CSMC (both first and second lien loans) and Berry
(the first lien loans) as well as fund a small acquisition
separate from the merger.  Berry is expected to combine with CSMC
to form a direct subsidiary, New Berry Holding, of New Berry
Group.  The merger is subject to regulatory approvals and other
customary closing conditions and is expected to close in April
2007.

The ratings of Berry and CSMC are under review for possible
downgrade pending the completion of the merger.  On or about the
closing of the merger, Moody's expects to downgrade Berry's
Corporate Family Rating to B2.  Additional instrument rating
actions are detailed below.

The downgrade of Berry's Corporate Family Rating reflects weak pro
forma leverage and interest coverage metrics for the rating
category; the size, scale and potential integration difficulties
of the acquisition; the difference in product lines between the
two companies; and CSMC's difficulties operating as a recent
standalone entity.  The ratings are supported by the potential
cost savings and increased scale of the combined entity and the
sound liquidity over the near term.

The (P)Ba3 rating on the proposed $1,200 million senior secured
term loan is rated two notches above the anticipated corporate
family rating reflecting its senior position in the capital
structure with a first priority interest in fixed assets and a
second lien on assets securing the asset based revolving credit
facility (primarily accounts receivable and inventory).  The
rating contemplates a deficiency claim as the collateral is
encumbered by the priority claim of the asset based revolver.

Initially, Covalence Specialty Materials Corporation will be the
borrower and upon consummation of the merger, New Berry Holding.
The secured credit facilities are to be unconditionally guaranteed
by New Berry Holding's immediate holding company parent, and each
existing and subsequently acquired domestic subsidiary of the
borrower, subject to exceptions.  Security is to be provided by a
perfected first priority pledge of substantially all tangible and
intangible assets of the borrower and subsidiary guarantors, and
all equity interests of the borrower and each subsidiary
guarantor, with the exception that the stock pledge is to be
limited to the 65% of the equity interests of material first tier
foreign subsidiaries.

Covenants were not finalized at the time of publication, but are
expected to be usual and customary for this type of facility. The
rating and outlook is subject to receipt and review of the final
indenture.

These ratings were assigned to New Berry Holding:

    * $1,200 million senior secured term loan, (P)Ba3 (LGD 2, 27%)

The rating is subject to Moody's review of final documentation and
conclusion of the review.

If the transaction is completed on the terms and conditions
described in the company's announcement, Moody's expects to take
these rating actions for Berry:

    * The Corporate Family Rating of B1 -- is expected to be
      downgraded to B2;

    * The Probability of Default Rating of B1 -- is expected to be
      downgraded to B2;

    * The Ba1 (LGD 2, 18%) rated $200 million senior secured
      revolver due 2012 -- is expected to be withdrawn;

    * The Ba1 (LGD 2, 18%) rated $675 million senior secured first
      lien term loan B due 2013 -- is expected to be withdrawn;

    * The B2 (LGD 4, 62%) rated $225 million senior secured second
      lien FRN's due 2014 -- is expected to be downgraded to B3;

    * The B2 (LGD 4, 62%) rated $525 million senior secured second
      lien notes due 2014 -- is expected to be downgraded to B3

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

If the transaction is completed on the terms and conditions
described in the company's announcement and the conditions above,
Moody's expects to take these rating actions for CSMC:

    * The Corporate Family Rating of B1 -- is expected to be
      withdrawn;

    * The Probability of Default Rating of B1 -- is expected to be
      withdrawn;

    * The Ba3 (LGD 3, 34%) rated $300 million senior secured term
      loan C due 2013 -- is expected to be withdrawn;

    * The B2 (LGD 4, 62%) $175 million senior secured second lien
      term loan due 2013 -- is expected to be withdrawn;

    * The B3 (LGD 5, 86%) rated $265 million senior subordinated
      notes due 2016 -- is expected to be downgraded to Caa1;

    * The Speculative Grade Liquidity Rating of SGL-2 -- is
      expected to be withdrawn.

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

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


CREDIT SUISSE: Fitch Junks Rating on $12.6 Million Class S Certs.
-----------------------------------------------------------------
Credit Suisse Commercial Mortgage Trust, Series 2007-C1,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

    -- $40,000,000 class A-1 'AAA';

    -- $139,000,000 class A-2 'AAA';

    -- $98,301,000 class A-AB 'AAA';

    -- $758,000,000 class A-3 'AAA';

    -- $1,324,733,000 class A-1-A 'AAA';

    -- $212,148,000 class A-M 'AAA';

    -- $125,000,000 class A-MFL* 'AAA';

    -- $286,576,000 class A-J 'AAA';

    -- $3,158,284,000 class A-SP 'AAA'(notional amount and
       interest only);

    -- $3,371,478,040 class A-X 'AAA'(notional amount and interest
       only);

    -- $25,286,000 class B 'AA+';

    -- $37,929,000 class C 'AA';

    -- $33,715,000 class D 'AA-';

    -- $21,071,000 class E 'A+';

    -- $29,501,000 class F 'A';

    -- $33,715,000 class G 'A-';

    -- $37,929,000 class H 'BBB+';

    -- $33,714,000 class J 'BBB';

    -- $37,930,000 class K 'BBB-';

    -- $8,428,000 class L 'BB+';

    -- $12,643,000 class M 'BB';

    -- $8,429,000 class N 'BB-';

    -- $8,429,000 class O 'B+';

    -- $8,428,000 class P 'B';

    -- $8,429,000 class Q 'B-';

    -- $12,643,000 class S 'CCC'.

Fitch did not rate the $29,501,040 class T.

Classes A-1, A-2, A-AB, A-3, A-1-A, A-M, A-MFL, A-J, A-SP are
offered publicly, while classes A-X, B, C, D, E, F, G, H, J, K, L,
M, N, O, P, Q, S, and T are privately placed pursuant to rule 144A
of the Securities Act of 1933., the certificates represent
beneficial ownership interest in the trust, primary assets of
which are 251 fixed-rate loans having an aggregate principal
balance of approximately $3,371,478,040, as of the cutoff date.


CREDIT SUISSE: S&P Cuts Rating on Class B Certificates to B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from CSFB ABS Trust Series 2001-HE30 to 'B' from 'BB'.  The rating
remains on CreditWatch with negative implications, where it was
placed on March 10, 2006.

At the same time, the 'A+' rating on class I-M-2 from loan group
one of Credit Suisse First Boston Mortgage Securities Corp.'s
series 2002-22 was placed on CreditWatch with negative
implications.

The downgrade of class B from CSFB ABS Trust Series 2001-HE30
reflects the continued erosion of credit support available for
this class as monthly net losses continue to outpace monthly
excess interest cash flow.

As a result, the 0.20% overcollateralization currently available
for this class is significantly below its target of 0.50%.  In
addition, this transaction had total delinquencies of
approximately 48% as of the February 2007 distribution period,
with severe delinquencies totaling more than 25%.  Cumulative
realized losses were 3.42%.  Furthermore, this transaction is 61
months seasoned and has paid down its original pool balance to
8.57%.

The rating on class I-M-2 from loan group one from CSFB Mortgage
Securities Corp.'s series 2002-22 was placed on CreditWatch with
negative implications because 8.86% of the current pool balance is
in foreclosure.  Additionally, an REO liquidation during the
February 2007 distribution period that caused a 67% loss severity,
reducing the O/C for this loan group to zero.  As of the February
distribution, this loan group had total delinquencies of about
18%, with serve delinquencies amounting to nearly 13%.  This loan
group had cumulative losses of approximately 0.86%.  The loan
group is 53 months seasoned and has paid down its original pool
balance to approximately 4.40%.

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 with they no longer outpace excess interest,
and the level of O/C has not been further eroded, we 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.

The collateral for these transactions consists of fixed- or
adjustable-rate mortgage loans secured by first liens on
residential properties.  Credit support is provided by
subordination, O/C and excess interest cash flow.

         Rating Lowered and Remaining on Creditwatch Negative

                     CSFB ABS Trust Series 2001-HE30
         Mortgage pass-through certificates series 2001-HE30

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

                  Rating Placed on Creditwatch Negative

            Credit Suisse First Boston Mortgage Securities Corp.
         Mortgage backed pass through certificates series 2002-22

                                   Rating
                                   ------
                    Class     To             From
                    -----     --             ----
                    I-M-2     A+/Watch Neg   A+


CREST G-STAR: Moody's Upgrades Rating on $21 Million Class C Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these
classes of notes issued by Crest G-Star 2001-2, Ltd.:

    (1) $34,000,000 Class B-1 Second Priority Fixed Rate Term
        Notes Due 2032

        Prior Rating: A3 (on watch for possible upgrade)

        Current Rating: Aa3

    (2) $15,000,000 Class B-2 Second Priority Floating Rate Term
        Notes Due 2032

        Prior Rating: A3 (on watch for possible upgrade)

        Current Rating: Aa3

    (3) $21,000,000 Class C Third Priority Fixed Rate Term Notes
        Due 2032

        Prior Rating: Ba2 (on watch for possible upgrade)

        Current Rating: Baa3

According to Moody's, the transaction's portfolio has experienced
positive rating migration as well as benefiting from strong
coverage ratios for the above classes of notes.


DAIMLERCHRYSLER: Union Leaders Fight Chrysler Sale to Equity Buyer
------------------------------------------------------------------
Union leaders in Germany and in the U.S. oppose sale of
DaimlerChrysler AG's Chrysler Group to a private equity buyer, the
Wall Street Journal reports.

"We wouldn't support a sale to a private-equity investor,"
DaimlerChrysler supervisory board member Gerd Rheude, who heads
the works council at a Worth truck plant in southwestern Germany,
says in an interview with WSJ.

"It's important for us that Chrysler won't be cut in pieces, but
that we find a way of securing the jobs of our American
colleagues," Mr. Rheude adds.

"We wouldn't support a solution such as a private equity firm that
would cut out choice bits," DaimlerChrysler supervisory board
member Helmut Lense tells The Detroit News in an interview.  Mr.
Lense is the main employee representative of a plant in Stuttgart
that builds engines, suspensions and transmissions.

According to WSJ, under German law, a sale of a division have to
be approved by a public company's supervisory board, and half of
its seats have to be occupied by worker representatives.

The board chairman, a shareholder representative, can cast a
second, tie-breaking vote in case of a deadlock, although German
companies usually avoid such moves, WSJ adds.

In a TCR story on March 15, 2007, United Auto Workers President
Ron Gettelfinger said Chrysler Group should remain in the family,
according to reports of various news agencies.

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

                       About DaimlerChrysler

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

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

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

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

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


DANA CORP: Sells Bristol Plant Assets to Dana Canada for $1.9 Mil.
------------------------------------------------------------------
Dana Corp. and its debtor-affiliates notify the U.S. Bankruptcy
Court for the Southern District of New York that they will
transfer certain production equipment and associated assets from
their plant in Bristol, Virginia, to a facility in Magog, Quebec,
owned by non-debtor affiliate Dana Canada Corporation.

In October 2005, the Debtors stated that the Bristol Plant will
be closed and its operations will be transferred to other
facilities to reduce overall production costs.  Since 2005, the
Debtors have transferred certain of the Assets to their plant in
Mexico.

The Debtors have also determined that ownership of the Assets
should also be transferred to Dana Canada.  The Debtors believe
this is appropriate since Dana Canada owns and operates the Magog
Plant and there currently is no plan to return the Assets to the
United States, Corinne Ball, Esq., at Jones Day, in New York,
relates.

To set an appropriate sale price for the Assets, the Debtors and
Dana Canada obtained a third-party appraisal of the Assets from
AT Operations, Inc., doing business as GoIndustry.  GoIndustry
valued the Bristol Assets at $1,936,863.

The Debtors then sold the Assets for the appraised asset value
and executed a bill of sale with Dana Canada.

Two entities hold liens or have other interests in the Assets:

   (a) Citicorp North America, Inc., as Administrative Agent
       under that the Senior Secured Superpriority DIP Credit
       Agreement, dated March 3, 2006; and

   (b) Citicorp USA, Inc., as Administrative Agent under a
       Security Agreement, dated November 18, 2005.

Each Lienholder either has consented to the Magog Transfer or the
Lienholder's lien or interest can be extinguished, has been
waived or is capable of monetary satisfaction, according to Ms.
Ball.

No executory contracts are to be assumed and assigned in
connection with the Magog Transfer.

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Wants Amended Danacq Rochester Lease Assumed
-------------------------------------------------------
Dana Corp. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to assume
an amended lease from Danacq Rochester Hills, LLC.

The Debtors lease from Danacq approximately 143,200 square feet of
office space and research and development facilities located at
2910 Waterview, in Rochester Hills, Mich.  The leased property is
related to the Debtors' North American fluid business.

The terms of the Lease includes:

   (a) a basic 20-year term, commencing on Oct. 26, 2001, and
       scheduled to expire on Oct. 26, 2021;

   (b) base monthly rent of $121,046 through Oct. 1, 2011; and
       $133,151 from Oct. 1, 2011, through the expiration of
       the Basic Term Lease;

   (c) conditions on the Debtors' assignment of the Lease,
       requiring them to, among other things, retain their
       obligations and liabilities under the Lease as principal
       obligor or certain indicia of the assignee's
       creditworthiness; and

   (d) prohibitions on the Debtors' consolidation or merger with
       another entity or the sale of all or substantially all of
       the Debtors' assets unless the surviving or purchasing
       entity performs all conditions under the Lease.

As of March 14, 2007, the Debtors owe Danacq $59,569 under the
Lease.

To cut necessary costs and market the Fluid Business for sale,
the Debtors determine that they do not require the entire space
comprising the Property or the use of the entire remaining Basic
Term.  Accordingly, the Debtors negotiated and subsequently
entered into an amendment of the Lease with Danacq.

Among the provisions of the Amended Lease are:

   (a) The Basic Tem will end on the last day of the month of the
       third anniversary of the Amendment's effective date;

   (b) The Debtors will pay Danacq $67,183 per month through the
       remainder of the Basic Team, nunc pro tunc to Jan. 1, 2007;

   (c) Danacq will have an allowed general unsecured non-priority
       claim for $2,750,000 against Dana Corp.;

   (d) The Debtors may assign the Lease to any purchaser of the
       Fluid Business provided, among others, that:

          -- the assignment will not cause any portion of the
             Property to be tax-exempt;

          -- all defaults under the Lease have been cured; and

          -- adequate assurance for future performance have been
             provided;

   (e) The Debtors will immediately pay $59,569 to Danacq as cure
       for their prepetition defaults; and.

   (f) The Debtors will timely perform all of their future
       obligations under the Lease with all amounts owing
       entitled to administrative expense priority.

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DEUTSCHE ALT-A: Moody's Rates Class M-9 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust, Series 2007-RAMP1, and ratings ranging from Aa1 to Ba1 to
the subordinate certificates in the deal.

The securitization is backed by fixed-rate, adjustable-rate and
hybrid adjustable-rate Alt-A mortgage loans originated by
Residential Funding Company, LLC, GMAC Mortgage, LLC and other
originators.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and two interest rate swap
agreements.  Moody's expects collateral losses to range from 1.75%
to 1.95%.

Primary servicing will be provided by Homecomings Financial, LLC
(Homecomings), GMAC Mortgage, LLC, and Residential Funding
Company, LLC (GMAC-RFC). Wells Fargo Bank, N.A. will act as master
servicer.  cMoody's has assigned Homecomings its top servicer
quality rating of SQ1 as a primary servicer of prime loans and a
servicer quality rating of SQ2+ as a primary servicer of subprime
loans.  ermore, Moody's has assigned Wells Fargo Bank, N.A. its
top servicer quality rating of SQ1 as master servicer.

The complete rating actions are:

Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-RAMP1

Mortgage Pass-Through Certificates, Series 2007-RAMP1

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


DEUTSCHE ALT-A: Moody's Rates Class M-10 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Deutsche Alt-A Securities Mortgage Loan
Trust 2007-BAR1 and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by American Home Mortgage Corp.
(16%), Indymac Bank, F.S.B. (11%), DHI Mortgage (10%), and other
mortgage lenders (63%, none individually exceeding 10%)
originated, fixed-rate (47%) and hybrid adjustable-rate (53%),
alt-a mortgage loans acquired by DB Structured Products, Inc.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination, excess
spread, and overcollateralization.  The ratings also benefit from
the interest-rate swap agreement provided by Deutsche Bank AG New
York Branch. Moody's expects collateral losses to range from 1.20%
to 1.40%.

GMAC Mortgage, LLC and Indymac Bank, F.S.B. will service the
mortgage loans and Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned Indymac its servicer quality
rating of SQ2 as a servicer of prime mortgage loans.  Moody's has
assigned Wells Fargo its servicer quality rating of SQ1 as a
master servicer of mortgage loans.

The complete rating actions are:

Deutsche Alt-A Securities Mortgage Loan Trust 2007-BAR1

Mortgage Pass-Through Certificates

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


DEUTSCHE ALT-A: Moody's Rates 2007-OA1 Class M-10 Certs. at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates and Class M-1 certificate issued by Deutsche Alt-A
Securities Mortgage Loan Trust, Series 2007-OA1, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
securitization.

The securitization is backed by first lien, adjustable-rate,
negative amortization mortgage loans originated by Residential
Funding Company LLC (61%) and Countrywide Home Loans, Inc.(39%).
The ratings on the certificates are based primarily on credit
quality of the loans and protection from subordination,
overcollateralization and excess spread.  In addition, the
certificates will benefit from interest rate cap provided by Swiss
Re Products Corporation.  Moody's expects collateral losses to
range from 0.90% to 1.10%.

Residential Funding Company LLC and Countrywide Home Loans
Servicing LP will service 61% and 39% of the loans, respectively,
and Wells Fargo Bank, N.A. will act as master servicer.  Moody's
has assigned Wells Fargo Bank, N.A. its top servicer quality
rating of SQ1 as a master servicer.

The complete rating actions are:

Issuer: Deutsche Alt-A Securities, Mortgage Loan Trust Series
        2007-OA1

Mortgage Pass-Through Certificates Series 2007-OA1

         * Cl. A-1, Assigned Aaa
         * Cl. A-2, Assigned Aaa
         * Cl. A-3, Assigned Aaa
         * Cl. M-1, Assigned Aaa
         * Cl. M-2, Assigned Aa1
         * Cl. M-3, Assigned Aa1
         * Cl. M-4, Assigned Aa2
         * Cl. M-5, Assigned Aa3
         * Cl. M-6, Assigned A1
         * Cl. M-7, Assigned A2
         * Cl. M-8, Assigned Baa2
         * Cl. M-9, Assigned Baa3
         * Cl. M-10, Assigned Ba1


DORAL FINANCIAL: Sells 11 Branches to New York Commercial Bank
--------------------------------------------------------------
Doral Bank, FSB, Doral Financial Corporation's wholly owned New
York City-based thrift subsidiary, entered into a definitive
purchase and assumption agreement with New York Commercial Bank,
the commercial bank subsidiary of New York Community Bancorp,
pursuant to which New York Commercial Bank agreed to acquire Doral
Bank NY's 11 existing branches in New York City.

Pursuant to the terms of the agreement, New York Commercial Bank
will assume certain of Doral Bank NY's assets and liabilities,
including deposits of approximately $370 million.  The purchase
price for the transaction will be equal to the difference between
the value of the assets sold and the liabilities assumed as of the
closing date, plus a deposit premium of approximately 4% of the
deposits assumed as of the closing date.  The transaction is
expected to result in a pre-tax profit to Doral Bank NY of
approximately $10 million.

Following the consummation of the transaction, Doral Financial
intends to request the authorization of the Office of Thrift
Supervision to distribute a substantial portion of Doral Bank NY's
capital to Doral Financial.  Doral Bank NY is organized under a
federal thrift charter and operates independently of Doral Bank
Puerto Rico, Doral Financial's principal banking subsidiary.

"The sale of Doral Bank NY's branches will allow us to focus our
efforts on our well capitalized core Puerto Rico banking
operations and improve our liquidity as we continue to strengthen
our franchise for the benefit of our customers, employees and
shareholders," Glen R. Wakeman, Chief Executive Officer of Doral
Financial, stated.  "We have structured the transaction in a way
that will allow us to retain Doral Bank NY's charter.  We saw a
unique opportunity to exit this non-core operation in a favorable
market without losing the strategic value of our federal charter.

"New York Commercial Bank is a solid institution that we
anticipate will continue to provide excellent service to Doral
Bank NY's customers.  We thank Doral Bank NY's employees and
customers for their loyalty over the years."

The transaction, which is subject to regulatory approval and other
customary conditions, is expected to be completed early in the
third quarter of 2007.

Credit Suisse acted as the sole financial advisor to Doral
Financial in connection with this transaction.

                 About New York Commercial Bank

New York Commercial Bank is the commercial bank subsidiary of New
York Community Bancorp, one of the leading financial institutions
in the New York Metropolitan region, with assets of $28.5 billion
at Dec. 31, 2006.

                   About Doral Financial Corp.

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking, investment
banking activities, institutional securities and insurance agency
operations.  Its activities are principally conducted in Puerto
Rico and in the New York City metropolitan area.  Doral is the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp., including the counterparty credit
rating, to 'B' from 'B+'.  The outlook remains negative.


DOV PHARMA: Closes Exchange Offer for 2.5% Conv. Sub. Debentures
----------------------------------------------------------------
DOV Pharmaceutical, Inc. has accepted all of its 2.50% Convertible
Subordinated Debentures due 2025 that were tendered in its
exchange offer, which expired March 14, 2007, at 5:00 p.m., New
York City time.  The Exchange Offer, as amended, was conditioned
upon the valid tender of at least 96.3% of the aggregate principal
amount of outstanding Debentures.  Through the expiration of the
Exchange Offer, DOV received tenders of and accepted for exchange
Debentures in the aggregate principal amount of $67,473,000,
representing approximately 96.4% of the $70 million in aggregate
principal amount of outstanding Debentures.

As a result of the closing of the Exchange Offer and in exchange
for the tendered Debentures, DOV delivered on March 15, 2007, to
Wells Fargo Bank, N.A., the exchange agent for the Exchange Offer,
an aggregate cash payment of $14.3 million and will issue and
deliver today an aggregate of 439,784 shares of Series C
Convertible Preferred Stock and an aggregate of 100,000 shares of
Series D Convertible Preferred Stock to the holders who tendered
their Debentures in the Exchange Offer.  The Series C and D
Convertible Preferred Stock will be convertible by the holders
into shares of common stock following stockholder approval and
filing of an amendment to DOV's charter increasing the number of
shares of authorized common stock as necessary to accommodate such
conversion and the Series C Convertible Preferred Stock also will
automatically convert 30 days following the filing of the
amendment to DOV's charter or earlier in certain circumstances.

Generally, the Series C Convertible Preferred Stock votes
with the common stock as a single class on an as-converted basis,
and entitles the holders of a majority of the Series C Convertible
Preferred Stock to initially appoint a majority of DOV's Board of
Directors.  The Series D Convertible Preferred Stock has no voting
rights except as required by law, does not have any initial stated
liquidation preference, does not mandatorily convert into common
stock and restricts a holder's ability to convert if such holder
would beneficially own in excess of 9.9% of the company's capital
stock entitled to vote generally.

The Debentures that were not tendered in this Exchange Offer will
remain outstanding pursuant to the original terms of the Indenture
governing the Debentures with a contractual interest rate of 2.5%
per annum and a maturity of 2025.

Additionally, DOV will issue to holders of its common stock
30,000,000 warrants to purchase additional shares of common stock
with an exercise price of approximately $0.523 per share.  Such
warrants will be exercisable on and after July 1, 2007 until Dec.
31, 2009 and will be issued to holders as of a record date to be
set by DOV's Board of Directors.

"We thank our investors and employees for their support and
patience throughout this restructuring," Barbara Duncan, Chief
Executive Officer of DOV, said.  "As a result of the successful
closing of the Exchange Offer, we will continue our focus on the
development of products emanating from our core areas of research
and early stage clinical programs and work to build shareholder
value."

                     About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)
-- http://www.dovpharm.com/-- is a biopharmaceutical company
focused on the discovery, acquisition, and development of novel
drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

At Sept. 30, 2006, the company's balance sheet showed
$54.528 million in total assets and $105.504 million in total
liabilities, resulting in a $50.975 million stockholders' deficit.
The company had a $19.301 million deficit at Dec. 31, 2005.


EASI FINANCE: Fitch Expects to Put Low-B Ratings on 6 Note Classes
------------------------------------------------------------------
Fitch expects to assign these ratings to the notes issued by EASI
Finance Limited Partnership 2007-1 and EASI Finance DE Corporation
2007-1:

    -- $3,951,892,656 class A risk band 'AAA';

    -- $40,326,000 class B1 risk band 'AA';

    -- $6,048,000 class B2 risk band 'AA-';

    -- $2,016,000 class B3 floating-rate notes, due February 2039
       'A+';

    -- $4,032,000 class B4 floating-rate notes, due February 2039
       'A';

    -- $10,081,000 class B5 floating-rate notes, due February 2039
       'BBB';

    -- $2,016,000 class B6 floating-rate notes, due February 2039
       'BBB-';

    -- $2,016,000 class B7 floating-rate notes, due February 2039
       'BB+';

    -- $2,016,000 class B8 floating-rate notes, due February 2039
       'BB';

    -- $2,016,000 class B9 floating-rate notes, due February 2039
       'BB';

    -- $2,016,000 class B10 floating-rate notes, due February 2039
       'BB-';

    -- $2,016,000 class B11 floating-rate notes, due February 2039
       'B+';

    -- $2,016,000 class B12 floating-rate notes, due February 2039
       'B'.


EURONET WORLDWIDE: S&P Rates $265 Million Loans at BB
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit rating to Euronet Worldwide Inc.

The outlook is stable.

At the same time, S&P assigned a bank loan rating of 'BB' to the
company's senior secured bank loan ($190 million) and revolver
($75 million), indicating that there may be substantial, but not
complete, recovery of principal in the event of a payment default.

Euronet's Unsecured Convertible Senior Notes ($140 million)
were rated 'B+' and its Unsecured Subordinated Convertible notes
($175 million) were rated 'B+'.

"The ratings on Euronet are driven by strong, high-quality
earnings, strategic advantages because of its first mover position
in multiple markets, and our belief that funding will be solid
following its acquisition of Ria Envia (Ria) later in 2007," said
Standard & Poor's credit analyst Jeffrey Zaun.  Offsetting factors
include negative tangible equity levels, high debt relative to
earnings, and exposure to exchange rate fluctuations.  Finally,
management has taken on considerable operational risk by moving
first and fastest into markets where the competitive landscape is
not yet fully formed.

Management has captured valuable market positions for varied
products in assorted locations.  S&P expects earnings to support
the rating through 2007, and we will monitor Euronet's debt
service coverage as the industry structures in the firm's markets
evolve.

The stable outlook balances Euronet's strong, high-quality
earnings against the hazards of rapid growth into inchoate
markets.  Positive ratings implications will follow a significant
reduction in debt burdens or continued strong profitability that
materially expands debt service metrics.  Negative ratings
implications would result from depressed profitability from
deteriorating market structures, operational errors, or
widespread, negative regulatory developments.


FERRP CORP: Earns $20.1 Million in Year Ended December 31
---------------------------------------------------------
Ferro Corporation reported net income of $20.1 million on net
sales of $2.041 billion for the year ended Dec. 31, 2006, compared
with net income of $16.3 million on net sales of $1.882 billion
for the year ended Dec. 31, 2005.

Income from continuing operations for 2006 was $20.6 million,
compared with income from continuing operations of $17.1 million
in 2005.  In 2006, operating income included net pre-tax expenses
of $34.9 million primarily related to manufacturing
rationalization activities and costs associated with an accounting
investigation and restatement.  In 2005, operating income was
reduced by pre-tax expenses of $14.1 million, primarily related to
expenses from restructuring and the accounting investigation and
restatement.

"We delivered substantial growth in sales, and a strong 29 percent
increase in our total segment income in 2006," said chairman,
president and chief executive officer James Kirsch.  "We have
initiated important restructuring programs that will provide
significant future cost savings.  And with a new senior team in
place, we are committed to delivering sustained global growth and
improved profitability in 2007 and beyond."

Sales growth in 2006 was a result of strong performances in
Ferro's electronic materials, performance coatings and color and
glass performance materials segments.  Sales in the polymer
additives and specialty plastics segments were negatively impacted
by weakness in the U.S. residential construction and automotive
markets in the second half of the year.

Increased prices, including higher precious metal prices, and
improved product mix across all of the company's businesses, were
the primary drivers of sales growth for 2006.  Overall volume
declined slightly as volume improvements in electronic materials
and performance coatings were offset by declines in specialty
plastics and polymer additives.

Gross margins were 20.3 percent of sales for the year, compared
with 20.4 percent of sales in 2005.  The company's 2006 gross
profit was reduced by $4.6 million of costs related to
manufacturing rationalization activities.  Gross margins were also
negatively impacted by increased precious metal sales, compared to
2005.  Precious metals costs are largely passed through to
customers with minimal margin contribution.

Selling, general and administrative expense was $305.2 million in
2006, or 15.0 percent of sales.  Included in the 2006 SG&A expense
were $8.2 million in charges, primarily related to the accounting
investigation and restatement.  SG&A expense in 2005 was
$310.1 million, or 16.5 percent of sales, including charges of
$10.5 million related to the accounting investigation and
restatement.

Total segment income for 2006 was $151.8 million, up 29 percent
from the prior-year level of $118.0 million.  The increase
reflected higher income from all segments except polymer
Additives.

Interest expense increased in 2006, reflecting higher borrowing
levels and higher interest rates on funds borrowed.  Interest
expense for 2006 was $64.4 million, compared with $46.9 million in
2005.  The 2006 interest expense included a $2.5 million write-
down of previously unamortized fees and discounts associated with
the company's prior credit facility and debentures that were
accelerated.  The interest rate on the company's term loans and
revolving credit borrowings declined by 50 basis points as a
result of becoming current on its financial filings in December
2006.

During 2006, the company's effective tax rate declined to 19.6
percent from 28.8 percent in 2005, largely as a result of a lower
valuation reserve against certain deferred tax assets and reduced
tax rates in certain foreign jurisdictions.  These benefits were
partially offset by a higher reserve for possible future U.S.
taxes on accumulated foreign earnings that may be repatriated to
the U.S.

Total debt at the end of 2006 was $592.4 million, an increase of
$38.7 million from the end of 2005.  In addition, the company had
$60.6 million in its accounts receivable securitization program as
of Dec. 31, 2006, compared with $1 million at the end of 2005.  An
increase in working capital, including deposit requirements
related to the company's precious metal consignments, was a
primary driver of the higher borrowing.

At Dec. 31, 2006, the company's balance sheet showed
$1.732 billion in total assets, $1.191 billion in total
liabilities, $16.8 million in series A convertible preferred
stock, and $524.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b93

                      About Ferro Corporation

Ferro Corp. (NYSE: FOE) -- http://www.ferro.com/-- is a global
supplier of technology-based performance materials for
anufacturers.  Ferro materials enhance the performance of products
in a variety of end markets, including electronics,
telecommunications, pharmaceuticals, building and renovation,
appliances, automotive, household furnishings, and industrial
products.  Headquartered in Cleveland, Ohio, the company has
approximately 6,700 employees globally.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Ferro Corp. and raised the senior debt rating to
'B+' from 'B'.


FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by First Franklin Mortgage Loan Trust 2007-
FF2, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans originated and acquired by First Franklin
Financial Corporation and Merrill Lynch Mortgage Lending, Inc.

The ratings are based primarily on the credit quality of the
loans, and on the protection offered by subordination,
overcollateralization and excess spread, a swap agreement and rate
cap between the trust and The Bank of New York. Moody's expects
collateral losses to range from 4.05% to 4.55%.

National City Home Loan Services, Inc. will service the loans.
Moody's has assigned National City Home Loan Services, Inc. its
servicer quality rating of SQ1- as a primary servicer of subprime
loans.

The complete rating actions are:

First Franklin Mortgage Loan Trust 2007-FF2

Mortgage Loan Asset-Backed Certificates, Series 2007-FF2

         * Cl. A-1, Assigned Aaa
         * Cl. A-2A, Assigned Aaa
         * Cl. A-2B, Assigned Aaa
         * Cl. A-2C, Assigned Aaa
         * Cl. A-2D, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa2
         * Cl. M-3, Assigned Aa3
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. M-6, Assigned A3
         * Cl. B-1, Assigned Baa1
         * Cl. B-2, Assigned Baa2
         * Cl. B-3, Assigned Baa3
         * Cl. B-4, Assigned Ba1

The Class B-4 Certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1944
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144.


FREEPORT-MCMORAN: Prices $16 Billion Senior Unsecured Notes
-----------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. prices senior unsecured notes
as part of the $17.5 billion of debt financing for the pending
acquisition of Phelps Dodge Corp.  The financing is comprised of
$16 billion in funded debt, including $10 billion in senior
secured term loans and $6 billion in senior unsecured notes.

a) Description: Senior Secured Term A
   Amount: $2.5 Billion
   Maturity: Due March 2012
   Pricing(1): LIBOR + 1.50% (2)

b) Description: Senior Secured Term B
   Amount: $7.5 Billion
   Maturity: Due March 2014
   Pricing(1): LIBOR + 1.75%

c) Description: Senior Floating Rate Notes
   Amount: $1 Billion
   Maturity: Due April 2015
   Pricing(1): LIBOR + 3.25%

d) Description: 8-1/4% Senior Fixed Rate Notes
   Amount: $1.5 Billion
   Maturity: Due April 2015
   Pricing(1): 8-1/4%

e) Description: 8-3/8% Senior Fixed Rate Notes
   Amount: $3.5 Billion
   Maturity: Due April 2017
   Pricing(1): 8-3/8%

   (1) The aggregate weighted average cost of these financings
       currently approximates 7.5%.

   (2) Subject to ratings based pricing grid.

In addition, FCX has a $1.5 billion senior secured revolving
credit facility, which is expected to be undrawn at closing.

FCX will use the net proceeds from these offerings to fund a
substantial portion of the cash consideration of its acquisition
of Phelps Dodge Corporation and to pay related fees and expenses.
The closing of each of the senior notes offering and the senior
secured credit facility is conditioned on FCX's acquisition of
Phelps Dodge.  FCX expects the financing and acquisition
transactions to close on March 19, 2007.

The joint book-running managers for the senior notes offering are
JPMorgan and Merrill Lynch & Co.  JPMorgan and Merrill Lynch are
also the joint lead arrangers and joint book-running managers in
respect of the Term A loan, the Term B loan and the revolver.

           About Freeport-McMoran Copper & Gold Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2007
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.

As reported in the Troubled Company Reporter on March 14, 2007,
Fitch assigned the ratings to Freeport-McMoRan Copper & Gold and
downgraded the ratings of Phelps Dodge in connection with FCX's
pending acquisition of Phelps Dodge for approximately
$25.9 billion in cash and stock.

Fitch assigned rating to Freeport-McMoRan Copper & Gold including
a 'BB' Issuer Default Rating; a 'BB' $1 billion Secured Bank
Revolver rating; a 'BB' rating for its $2.5 billion Secured Bank
Term Loan A; 'BB' rating for its $7.5 billion Secured Bank Term
Loan B; 'BB-' rating for its 7% convertible notes due 2011; 'BB-'
rating for its FCX New Unsecured Notes due 2015 and 2017; and a B+
rating for its FCX Convertible Preferred Stock.


FREEPORT-MCMORAN: Shareholders Approve Phelps Dodge Acquisition
---------------------------------------------------------------
Shareholders of Freeport-McMoRan Copper & Gold Inc. and Phelps
Dodge Corporation approved FCX's acquisition of Phelps Dodge at
special meetings held March 14, 2007.  At each meeting,
approximately 98% of the votes cast supported the transaction.

"We are pleased with the approval from shareholders which will
allow us to complete the acquisition of Phelps Dodge," Richard C.
Adkerson, FCX's President and Chief Executive Officer, said.
"This is an exciting time for our company as we transform FCX into
the world's largest publicly traded copper producer."

Under the terms of the merger agreement, Phelps Dodge shareholders
will receive $88 in cash and 0.67 of a share of FCX's common stock
for each Phelps Dodge common share, which is equivalent to a value
of $125.53 based on the closing price of FCX's common stock on
March 13, 2007.  The cash portion of $18 billion represents 70% of
the total consideration.  Following completion of the transaction,
there will be approximately 334 million shares outstanding.

The transaction is expected to close on March 19, 2007.

FCX stockholders also approved an increase in the number of
authorized shares of FCX common stock from 423.6 million to
700 million.

Upon the closing of the merger, FCX will operate a geographically
diverse portfolio of long-lived reserves of copper, gold and
molybdenum.  The Grasberg mine, the world's largest copper and
gold mine in terms of reserves, will be the key asset of the
combined company.  FCX will operate significant mining operations
in North and South America and will proceed with the initial
development of the world-class Tenke Fungurume project in the
Democratic Republic of Congo.

                 About Phelps Dodge Corp.

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

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

           About Freeport-McMoran Copper & Gold Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2007
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.

As reported in the Troubled Company Reporter on March 14, 2007,
Fitch assigned the ratings to Freeport-McMoRan Copper & Gold and
downgraded the ratings of Phelps Dodge in connection with FCX's
pending acquisition of Phelps Dodge for approximately
$25.9 billion in cash and stock.

Fitch assigned rating to Freeport-McMoRan Copper & Gold including
a 'BB' Issuer Default Rating; a 'BB' $1 billion Secured Bank
Revolver rating; a 'BB' rating for its $2.5 billion Secured Bank
Term Loan A; 'BB' rating for its $7.5 billion Secured Bank Term
Loan B; 'BB-' rating for its 7% convertible notes due 2011; 'BB-'
rating for its FCX New Unsecured Notes due 2015 and 2017; and a B+
rating for its FCX Convertible Preferred Stock.


FREMONT GENERAL: To Lay Off 2,400 Employees of Subprime Unit
------------------------------------------------------------
Fremont General Corp. said that it notified around 2,400 employees
in its subprime mortgage unit that they will lose their jobs on
May 18, Reuters reports.

Reuters relates that on March 5, the company had put some of its
unit's employees on paid leave while retaining some manager and
operations personnel.

Reuters cites Fremont as saying, "[t]he Company continues to
aggressively pursue its options with respect to its business.
Given the uncertainty of this situation and its impact on
employment, the Company has given notice of termination to these
employees on leave."

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'.


FREMONT GENERAL: DBRS Says Ratings Remain Under Negative Review
---------------------------------------------------------------
Dominion Bond Rating Service stated that all the ratings of
Fremont General Corporation and its subsidiaries, including
Fremont's Issuer & Senior Debt rating at B (low), remain Under
Review with Negative Implications.

Ratings under review:

   * Deposits & Senior Debt Under Review - Negative B (high)
   * Issuer & Senior Debt Under Review - Negative B (low)
   * Trust Preferred Securities Under Review - Negative CCC (high)

This follows the company's announcement that it will not file
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2006, before the extended deadline of March 16, 2007.  According
to Fremont's March 16, 2007, SEC form 8K filing, the company is
working with its accounting firm to complete the audit of the
Dec. 31, 2006, financial statements.  The company and its
accounting firm are continuing to evaluate the appropriate
carrying value of the company's assets and the impact on its
financial statements in light of the increased volatility in the
subprime mortgage market and the company's reported exit of the
subprime mortgage origination business.

The company also announced that one of its lenders has increased
its committed line of credit to Fremont Investment & Loan to
$1 billion, which DBRS views as a positive to buttress the
company's liquidity profile.

Although Fremont has yet to file its Form 10-K, the company
expects to report a net loss for the fourth quarter of 2006,
attributed to an increase in provisions for loan repurchase and
premium recapture as well as the valuation adjustment.  Fremont
is still assessing the full-year results.  DBRS believes that
these items may have a sizable negative impact on the company's
financial flexibility; however, the extent of the impact remains
uncertain until the form is actually filed.  DBRS sees the
impact of these uncertainties being exacerbated by the current
deteriorating market conditions in the residential subprime
mortgage industry.  Importantly, DBRS is concerned that this new
delay and any prolonged delay in filing its financial results
will have a significant impact on the company's ability to access
funding.

The Under Review with Negative Implications status is based on the
uncertainties associated with the delay in releasing financial
results and the liquidity ramifications.  DBRS's review will focus
on the company's progress in releasing its financial results and
filing its Form 10-K, on its progress in exiting the subprime
business and on its ability to manage its liquidity and limit
deposit outflows given the headlines and constraints on the broker
deposits included in the cease and desist order, as well as the
company's success in curtailing the pace of early payment default
repurchase activity and improving credit quality.


FREMONT HOME: Moody's Review Ratings on Four Certificates
---------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade four certificates from a transaction, issued by Fremont
Home Loan Trust.  The transaction is backed by second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: Fremont Home Loan Trust

Review for Possible Downgrade:

    * Series 2006-B Class SL-M7, current rating Baa1, under review
      for possible downgrade

    * Series 2006-B Class SL-M8, current rating Baa2, under review
      for possible downgrade

    * Series 2006-B Class SL-M9, current rating Baa3, under review
      for possible downgrade

    * Series 2006-B Class SL-B1, current rating Ba1, under review
      for possible downgrade


FREMONT HOME: S&P Cuts Rating on Two Classes and Places Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
SL-B1 and SL-M9 classes from Fremont Home Loan Trust 2006-B.  In
addition, the ratings on these classes, along with the rating on
class SL-M8, were placed on CreditWatch with negative
implications.  At the same time, the ratings were affirmed on the
remaining 24 classes from this transaction.

The lowered ratings and CreditWatch placements are based on a
combination of factors: recent losses that have started to erode
credit support; the amount of loans that are severely delinquent;
and high loss severity expectations for second-lien mortgages.

This pool experienced a $4.2 million loss in February, which
lowered the overcollateralization amount to $11.9 million.  Before
this loss, the O/C level had been building toward its target of
$24.0 million.  In addition, there are $21.4 million in loans that
are 90-plus-days delinquent.  S&P expects these to liquidate over
the next few months.  This level of delinquency suggests the
credit support may erode further.

The affirmations are based on sufficient credit support to
maintain the current ratings on the certificates.  Standard &
Poor's will closely monitor the performance of the classes with
ratings on CreditWatch.  If the delinquency pipeline improves and
further losses do not erode the amount of O/C, S&P will affirm
these ratings and remove them from CreditWatch.  Conversely, if
losses outpace excess interest and the level of O/C declines, S&P
will take additional negative rating actions.

This transaction is made up of two pools of mortgage loans.  Pool
I consists of 30-year first-lien mortgages.  Pool II consists of
30-year second-lien mortgages.

         Ratings Lowered and Placed on Creditwatch Negative

                      Fremont Home Loan Trust

                                        Rating
                                        ------
             Series     Class      To              From
             ------     -----      --              ----
             2006-B     SL-M9      BB/Watch Neg    BBB-
             2006-B     SL-B1      B/Watch Neg     BB+

                Ratings Placed on Creditwatch Negative

                       Fremont Home Loan Trust

                                        Rating
                                        ------
            Series     Class      To              From
            ------     -----      --              ----
            2006-B     SL-M8      BBB/Watch Neg   BBB

                       Ratings Affirmed

                 Centex Home Equity Loan Trust

        Series     Class                          Rating
        ------     -----                          ------
        2006-B     2-A-1, 2-A-2, 2-A-3, 2-A-4     AAA
        2006-B     1-A, SL-A                      AAA
        2006-B     M-1, SL-M1                     AA+
        2006-B     M-2, SL-M2                     AA
        2006-B     M-3, SL-M3                     AA-
        2006-B     M-4, SL-M4                     A+
        2006-B     M-5, SL-M5                     A
        2006-B     M-6, SL-M6                     A-
        2006-B     M-7, SL-M7                     BBB+
        2006-B     M-8, M-9                       BBB
        2006-B     SL-M9, M-10                    BBB-
        2006-B     M-11                           BB+


GATEHOUSE MEDIA: To Buy 9 Publications from Copley for $380 Mil.
----------------------------------------------------------------
GateHouse Media, Inc. has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc., for a net purchase price, including working capital
adjustments, of $380 million.  The transaction is expected to
close on or before the end of April and is subject to regulatory
approval and customary closing conditions.

The 9 publications are comprised of 7 daily and 2 weekly
newspapers organized in 3 clusters around Springfield, IL, Peoria,
IL and Canton, OH.  The total combined daily circulation of these
papers is 241,060.  The 2 weekly newspapers have a combined
circulation of 34,918.

"We are delighted to add these superb publications to the
GateHouse Media organization.  These businesses and their
employees are a wonderful addition to our company, and we look
forward to continuing the outstanding stewardship of Copley
Press," said Michael E. Reed, GateHouse Media's CEO.  "These
newspapers are dominant local news providers in the markets they
serve, with a rich tradition of journalistic excellence and local
advertising reach, and therefore fit perfectly into the business
strategy of GateHouse Media.  We are excited about this
opportunity to continue to accretively deploy capital in the local
media sector."

Headquartered in Fairport, New York, GateHouse Media, Inc. (NYSE:
GHS), is one of the largest publishers of locally based print and
online media in the United States as measured by number of daily
publications.  GateHouse Media currently owns over 445 community
publications, including 7 white and yellow page directory
publications located in 18 states across the country, and more
than 235 related websites reaching approximately 9 million people
on a weekly basis.


GATEHOUSE MEDIA: $380 Mil. Purchase Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's has placed ratings of GateHouse Media Operating, Inc.
under review for possible downgrade, following the company's
announcement that it has signed a definitive stock and asset
purchase agreement to acquire 9 publications from The Copley
Press, Inc. for a net purchase price, including working capital
adjustments, of $380 million.  The transaction is expected to
close on or before the end of April and is subject to regulatory
approval and customary closing conditions.

The ratings placed under review comprise:

    * $40 million senior secured first lien revolving credit
      facility, due 2014 -- B1

    * $670 million senior secured term loan B, due 2014 -- B1

    * $250 million senior secured delayed draw term loan, due 2014
      -- B1

    * Corporate Family rating -- B1

    * Probability of Default rating -- B2

The review for possible downgrade reflects Moody's view that the
proposed acquisition will likely be funded in part by debt
(including drawings under GateHouse's delayed draw term loan),
which could lead to a weakening of its financial metrics.

The review will consider a number of factors, including:

    (1) the terms and conditions of the proposed acquisition,

    (2) a review of the funding contemplated for the acquisition,

    (3) the anticipated impact that the acquisition will have on
        GateHouse's financial and operating profile over time,

    (4) the strategic merits and the likely cost synergies
        presented by the acquisition, and

    (5) the likelihood that GateHouse will continue to engage in
        additional acquisition activity.

Headquartered in Fairport, New York, GateHouse Operating, Inc. is
a leading US publisher of local newspapers and related
publications.  Pro forma for recent acquisitions (but excluding
Copely Press), the company recorded sales of approximately $450
million in the fiscal year ended December 2006.


GNC PARENT: Completes $1.6 Billion Ares and Teacher's Private Buy
-----------------------------------------------------------------
GNC Parent Corp. has completed the acquisition of the company by
affiliates of Ares Management LLC and Teachers' Private Capital,
for a total enterprise value of $1.65 billion, subject to certain
adjustments.  The company reported the merger agreement with GNC
Acquisition Holdings Inc. and GNC Acquisition, Inc., affiliates of
Ares Management and Teachers' Private Capital, pursuant to which
the company is the surviving corporation and is now a wholly owned
subsidiary of GNC Acquisition Holdings Inc.

J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P.
acted as co-lead arrangers.

J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P.
and Merrill Lynch, Pierce, Fenner & Smith Inc. acted as joint
book-running managers.

Goldman Sachs Credit Partners L.P. is the syndication agent and
J.P. Morgan Chase Bank, N.A. is the administrative agent.

In conjunction with the merger, General Nutrition Centers, Inc., a
wholly owned subsidiary of the company entered into a $735 million
Credit Agreement with a syndicate of financial institutions.  The
agreement provides for a $675 million term loan and a $60 million
revolving credit facility.  The loans are secured by first
priority pledges of the equity interests of centers, its domestic
subsidiaries and certain of its foreign subsidiaries and first
priority liens on all of the assets of the domestic subsidiaries
of the company, including centers.  The term loan matures in
September 2013 and the revolving loan matures in
March 2012.  The term loan and an initial borrowing of
$10.4 million under the revolving credit facility provide for
alternative interest rates at centers' election, including
interest at a rate of Libor plus 2.25%, which is the effective
rate under the term loan.

Centers also reported the closing of its offering of $300 million
in aggregate principal amount of senior floating rate toggle notes
due 2014 and $110 million in aggregate principal amount of 10.75%
senior subordinated notes due 2015.  The Senior Notes were issued
at 99% of par, and the Senior Subordinated Notes were issued at
par.

The offering of the Notes was conditioned on the closing of the
acquisition of the company.  The proceeds from the sale of the
Notes, together with borrowings by centers under the new senior
credit facility described above, were used to finance a portion of
the transactions in connection with the acquisition, including
repayment of certain of Centers' and the Company's existing debt.

Interest on the Senior Notes is payable and reset semiannually.
Centers may elect to pay interest on the Senior Notes entirely in
cash, entirely by increasing the principal amount of the Senior
Notes or issuing new notes, or on 50% of the outstanding principal
amount of the Senior Notes in cash and on 50% of the outstanding
principal amount of the Senior Notes in PIK Interest.  Cash
interest on the Senior Notes accrues at six-month LIBOR plus 4.5%,
and PIK Interest, will accrue at six-month LIBOR plus 5.25%.  The
Senior Subordinated Notes bear interest, payable semiannually and
entirely in cash, at a rate per annum equal to 10.75%.

The Senior Notes are unsecured senior obligations of Centers, and
are guaranteed on an unsecured senior basis by each of centers'
United States subsidiaries.  The Senior Subordinated Notes are
senior subordinated unsecured obligations of Centers, and are
guaranteed on a senior subordinated unsecured basis by each of
Centers' United States subsidiaries.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

The company also reported the cash tender offer to purchase any
and all of its outstanding Floating Rate Senior PIK Notes due 2011
expired on March 15, 2007 with 100% of the PIK Notes tendered.

On March 5, 2007, the company received tenders and consents from a
majority in principal amount of the PIK Notes.  A supplemental
indenture to the indenture governing the PIK Notes was
executed on March 5, 2007 and is operative.  The company made
payment for the PIK Notes validly tendered pursuant to the terms
of the tender offer.  Based on the 100% tender, the company
effected a cancellation and discharge of the PIK Notes.

In addition, centers reported a cash tender offer to purchase any
and all of each of its outstanding 85/8% Senior Notes due 2011 and
81/2% Senior Subordinated Notes due 2010 expired at the Expiration
Time with 100% of the Centers Senior Notes tendered and 98.9% of
the Centers Senior Subordinated Notes tendered.

On March 5, 2007, centers received valid tenders and consents
representing a majority of the aggregate principal amount of each
of the centers Notes.  Supplemental indentures to the indentures
governing each of the Centers Notes were executed on
March 5, 2007 and are operative since then.  Centers made payment
for the centers Notes validly tendered pursuant to the terms of
the tender offers.  Based on the 100% tender of the Centers Senior
Notes, centers effected a cancellation and discharge of the
Centers Senior Notes.

Centers also elected to effect a covenant defeasance and
redemption of all of the outstanding Centers Senior Subordinated
Notes not purchased in its cash tender offer.  The company has
deposited cash in an irrevocable trust with U.S. Bank National
Association, as trustee, in an amount sufficient to provide for
the redemption of the Centers Senior Subordinated Notes on
Dec. 1, 2007, in accordance with their terms at 104.25% of their
principal amount, plus accrued and unpaid interest.

Centers has filed a Form 15 with the SEC to formally suspend its
reporting requirements based on cancellation and discharge or
defeasance of the Centers Notes.  Pursuant to the terms of the
indentures governing the Notes, Centers will furnish the holders
of the Notes reports that would be required to be filed with the
SEC.  Centers intends to provide noteholders with a Form 10-K
Equivalent on or before April 15, 2007, which will be posted on
GNC's website.

                       About Ares Management

Founded in 1997, Ares Management -- http://www.aresmgmt.com/-- is
a private investment firm with $12 billion of assets under
management.  Ares Management specializes in managing assets in
both the private equity and leveraged finance markets.  Ares
Management's private equity activities are conducted through the
Ares Corporate Opportunities Funds.  ACOF's retail and consumer
product portfolio companies include National Bedding Co.,
Samsonite Corp., Orchard Supply Hardware Stores Corp., Maidenform
Brands, Inc. and Anchor Blue Retail Group, Inc. Ares Management's
leveraged finance activities in the U.S. and Europe are conducted
through its Capital Market Group and its management of Ares
Capital Corp., a publicly traded business development corporation.
Ares Management's expertise enables the firm to structure
investments to meet the specific needs of companies rather than
the less flexible demands of the public markets.  The firm has
over 150 employees and offices in Los Angeles, New York and London

                  About Ontario Teachers' Pension

Teachers' Private Capital is the private investment arm of the
$85 billion Ontario Teachers' Pension Plan, an independent
corporation responsible for investing the fund and administering
the pensions of Ontario's 264,000 active and retired teachers.
With more than US$12 billion in assets, Teachers' Private Capital
is one of North America's private investors, providing capital for
large and mid-cap companies, infrastructure assets well as venture
capital for developing industries.  It has completed a number of
major retail and consumer product transactions, including Shoppers
Drug Mart Corp., Easton-Bell Sports Inc., Samsonite Corp.,
National Bedding Co. and Doane Pet Care Co.

                             About GNC

Headquartered in Pittsburgh, Pennsylvania, GNC --
http://www.gnc.com/-- is a global specialty retailer of
nutritional products, vitamin, mineral, herbal and other specialty
supplements and sports nutrition, diet and energy products.  GNC
has more than 4,800 retail locations throughout the United States
and franchise operations in 48 international markets.  The company
is dedicated to helping consumers Live Well, also offers products
and product information online.

                            *     *     *

Moody's Investors Service's assigned 'B3' on GNC Parent Corp's LT
Corporate Family rating, 'Caa3' on Senior Unsecured Credit Debt
rating and 'B3' on Probability of Default rating.  The outlook is
Stable.


GRAHAM PACKAGING: High Leverage Cues Moody's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the existing Corporate Family
Rating of B2 for Graham Packaging, L.P., but changed the outlook
to negative.

According to Moody's, the negative outlook reflects Graham's high
financial leverage, modest interest coverage and weak free cash
flow.  Free cash flow is insufficient to cover term loan
amortizations and the current credit profile leaves little room
for any operational missteps or exogenous shocks.  The ratings are
supported by Graham's competitive position, long-standing,
customer relationships and new management team.

Based in York, Pennsylvania, Graham Packaging Company, L.P. is a
leading global designer and manufacturer of customized blow-molded
plastic containers for branded food and beverages, household and
personal care products, and automotive lubricants.  Revenue for
the twelve months ended September 30, 2006 was approximately
$2.5 billion.


GREENPOINT MORTGAGE: Moody's Rates Class B-2 Notes at Ba1
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
notes and ratings ranging from Baa2 to Ba1 to the subordinate
notes issued by Greenpoint Mortgage Funding Trust 2007-HE1.

The securitization is backed by second lien, adjustable-rate
revolving credit loans originated by Greenpoint Mortgage Funding,
Inc.  The ratings on the senior notes for Greenpoint Mortgage
Funding Trust 2007-HE1 are based primarily on a financial guaranty
insurance policy issued by XL Capital Assurance Inc., whose
insurance financial strength is rated Aaa.  Greenpoint Mortgage
Funding Trust 2007-HE1 Notes also receive protection against
losses from subordination, overcollateralization and excess
spread.  Moody's expects collateral losses to range from 6.00% to
6.50%.

Primary servicing will be provided by Greenpoint Mortgage Funding,
Inc.  LaSalle Bank National Association will act as master
servicer.  Moody's has assigned LaSalle Bank National Association
its servicer quality rating of SQ3 as a master servicer.

The complete rating actions are:

Greenpoint Mortgage Funding Trust 2007-HE1

Mortgage-Backed Notes, Series 2007-HE1

         * Class A-1, rated Aaa
         * Class A-2, rated Aaa
         * Class B-1, rated Baa2
         * Class B-2, rated Ba1


GSAMP TRUST: Moody's Junks Ratings on Four Loans
------------------------------------------------
Moody's Investors Service has downgraded and placed under review
for possible downgrade, certain certificates from three GSAMP
Trust deals, issued in 2006. The transactions consist of subprime
second-lien fixed-rate loans.  The primary originators on the
three transactions are Fremont Investment & Loans, Long Beach
Mortgage Company, and New Century Mortgage Company.

The eleven most subordinate certificates from the three
transactions have been downgraded and placed on review for
possible downgrade because existing credit enhancement levels are
low given the current projected losses on the underlying pool.

The pools of mortgages have seen a spike in losses in recent
months with high loss severity.

Future loss on the loans are likely to cause a more significant
erosion of the overcollateralization.

Complete rating actions are:

Issuer: GSAMP Trust

Downgrades:

    * Series 2006-S1; Class B-2, downgraded to Caa2 from Ba2;
    * Series 2006-S2; Class B-2, downgraded to Caa2 from Ba2;
    * Series 2006-S5; Class M-6, downgraded to Ba3 from Baa2;
    * Series 2006-S5; Class M-7, downgraded to B2 from Baa3;
    * Series 2006-S5; Class B-1, downgraded to Ca from Ba1;
    * Series 2006-S5; Class B-2, downgraded to C from Ba2.

Review for Possible Downgrade:

    * Series 2006-S1; Class B-1, current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S2; Class M-7, current rating Baa3, under review
      for possible downgrade;

    * Series 2006-S2; Class B-1, current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S5; Class M-4, current rating A3, under review
      for possible downgrade;

    * Series 2006-S5; Class M-5, current rating Baa1, under review
      for possible downgrade.


GSAMP TRUST: S&P Junks Rating on 2006-S5 Class B-1 and B-2 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 mortgage pass-through certificates from GSAMP Trust 2006-S2 to
'B' from 'BB' and placed it on CreditWatch with negative
implications.

Concurrently, the ratings on classes B-1 and B-2 from series 2006-
S5 were lowered to 'CCC' and removed from CreditWatch, where they
were placed with negative implications Feb. 14, 2007.

At the same time, the rating on class M-7 from series 2006-S5 was
lowered to 'BB' from 'BBB-' and remains on CreditWatch negative,
where it was also placed Feb. 14, 2007.  In addition, the ratings
on classes B-1 and M-6 from series 2006-S2 and 2006-S5,
respectively, were placed on CreditWatch with negative
implications.

Lastly, the ratings on the remaining classes from these two
transactions were affirmed.

The lowered ratings and CreditWatch placements reflect realized
losses that have continuously reduced overcollateralization.
During the previous three remittance periods, realized losses have
exceeded excess interest by approximately 3.07x for series 2006-S2
and 3.15x for series 2006-S5.  As of the February 2007
distribution date, O/C was below its target balance by
approximately 60% for series 2006-S2 and 90% for series 2006-S5.
Serious delinquencies (90-plus days, foreclosure, and REO)
represent 5.27% of the current pool balance for series 2006-S2 and
8.13% of the current pool balance for series 2006-S5.  Cumulative
realized losses represent 3.24% of the original pool balance for
series 2006-S2 and 3.48% of the original pool balance for series
2006-S5.

Standard & Poor's will continue to monitor the performance of
these two transactions.  If realized losses continue to outpace
excess interest, and the level of O/C continues to decline, S&P
will take further negative rating actions.  Conversely, if
realized losses no longer outpace monthly excess interest, and the
level of O/C rebuilds to its target balance, S&P will affirm
the ratings and remove them from CreditWatch.

The ratings on the class B-1 and B-2 certificates were removed
from CreditWatch because they lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than 'B-'
on classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.

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

Credit support for these transactions is provided through a
combination of excess spread, O/C, and subordination.  The
collateral consists primarily of fixed-rate, closed-end second-
lien mortgage loans secured by one- to four-family residential
properties.

         Rating Lowered and Placed on Creditwatch Negative

                           GSAMP TRUST

                                     Rating
                                     ------
             Series    Class   To               From
             ------    -----   --               ----
             2006-S2   B-2     B/Watch Neg      BB

        Ratings Lowered and Removed from Creditwatch Negative

                           GSAMP TRUST

                                      Rating
                                      ------
                Series    Class   To          From
                ------    -----   --          ----
                2006-S5   B-1     CCC         BB+/Watch Neg
                2006-S5   B-2     CCC         BB+/Watch Neg

           Rating Lowered and Remaining on Creditwatch Negative

                            GSAMP TRUST

                                       Rating
                                       ------
                Series    Class   To             From
                ------    -----   --             ----
                2006-S5   M-7     BB/Watch Neg   BBB-/Watch Neg

                 Ratings Placed on Creditwatch Negative

                            GSAMP TRUST

                                       Rating
                                       ------
               Series    Class   To               From
               ------    -----   --               ----
               2006-S2   B-1     BB+/Watch Neg.   BB+
               2006-S5   M-6     BBB/Watch Neg    BBB

                         Ratings Affirmed

                            GSAMP TRUST

            Series     Class                        Rating
            ------     -----                        ------
            2006-S2    A-1A, A-1B, A-2, A-3         AAA
            2006-S2    M-1                          AA
            2006-S2    M-2                          AA-
            2006-S2    M-3                          A
            2006-S2    M-4                          A-
            2006-S2    M-5                          BBB+
            2006-S2    M-6                          BBB
            2006-S5    A-1, A-2                     AAA
            2006-S5    M-1                          AA
            2006-S5    M-2                          AA-
            2006-S5    M-3                          A
            2006-S5    M-4                          A-
            2006-S5    M-5                          BBB+


HALEKUA DEV'T: Secures $97.9 Million Loan to Pay Secured Creditors
------------------------------------------------------------------
Canyon Capital Realty Advisors and California Mortgage and Realty
funded a $97.9 million senior bridge loan to Halekua Development
Corporation, a chapter 7 debtor redeeming its own property from
its bankruptcy estate.  Canyon Capital funded a $55 million senior
tranche and California Mortgage and Realty funded a $42.9 million
junior tranche in the loan.

The loan is secured by 161 acres of residential zoned land on the
hillside overlooking Pearl Harbor in the Royal Kunia master
planned community approximately 30 minutes west of Honolulu.  The
Loan will repay all of HDC's secured creditors, and provide nearly
$20 million for pre-development expenses and infrastructure for
the development.

Royal Kunia Phase II, which stalled in 2003 when HDC filed for
bankruptcy, is planned for the development of approximately 2,000
homes, including 600 affordable units.  The first homes are
expected to be available by late 2009.

Halekua Development is owned by Herbert Horita, the original
developer of Ko Olina, Royal Kunia Phase I (through a joint
venture with Castle & Cooke) and Village Park.  Mr. Horita has
built more than 13,500 homes in Hawaii.

"I am very gratified to be given this new opportunity to resume
what has been my life's work -- the building of homes for Hawaii's
working class families," Mr. Horita said.

Halekua Development has arranged for Stanford Carr Development to
serve as project manager for the pre-development and portions of
the actual development of Royal Kunia Phase II.

"This transaction highlights Canyon's commitment to provide
capital for developments that benefit the Hawaii community and
economy," Jonathan Roth, Principal of Canyon, said.

"Canyon believes in the strength of the Hawaii housing market and
is pleased to provide financing that will advance the development
of much-needed affordable housing units on the Island of Oahu,"
Michael Fleischer, Director of Canyon, said.

"California Mortgage and Realty is pleased to assist Mr. Horita
and Halekua Development in re-launching Royal Kunia Phase II to
provide housing, schools and recreation for families on the Island
of Oahu," James C. Gala, CEO of California Mortgage, said.  "We're
happy to have co-originated the funding with Canyon Capital and
look forward to more joint opportunities."

This is the first deal that Canyon Capital and California Mortgage
have funded together.

              About Canyon Capital Realty Advisors

Based in Beverly Hills, California, Canyon Capital Realty Advisors
LLC -- http://www.canyonpartners.com/-- and its affiliate Canyon
Capital Advisors LLC are registered investment advisors and money
management firms with more than $14 billion of capital under
management.  Canyon's real estate funds include the Canyon Value
Mortgage Fund, the Canyon Value Opportunity Fund and the Canyon-
Johnson Urban Funds, a joint venture with Earvin "Magic" Johnson
focused on the development of retail and residential properties in
densely populated, ethnically diverse communities.

              About California Mortgage and Realty

Founded in 1958, San Francisco-based California Mortgage & Realty,
Inc. -- http://www.cmrfund.com/-- is a nationally recognized
leader in arranging private commercial real estate loans on
office, multi-family, retail and mixed-use properties throughout
the United States.  With assets including investment portfolios of
its affiliated entities totaling over $600 million, California
Mortgage and Realty has successfully served the financing needs of
the real estate community through its rigorously-underwritten
loans funded by the lending capital of the company and its private
investment clients.

                    About Halekua Development

Halekua Development Corporation filed for chapter 11 protection
on April 25, 2003 (Bankr. Hawaii Case No. 03-01279).  Steven
Guttman, Esq., at Kessner Duca Umebayashi Bain & Matsunaga
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets of less than $50,000 and debts of
over $50 million.  On April 15, 2004, the Court converted the
Chapter 11 case to a Chapter 7 proceeding.  James B. Nicholson was
appointed as the Debtor's Chapter 7 Trustee.


HAWKER BEECHCRAFT: S&P Holds BB- Rating on $1.95 Bil. Financing
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' bank loan
rating and '1' recovery rating on Hawker Beechcraft Acquisition
Co. LLC's, a wholly owned subsidiary of Hawker Beechcraft Inc.,
proposed $1.95 billion bank financing.

The financing now consists of a $400 million senior secured
revolving credit facility, a $1.3 billion senior secured term
loan, and a $250 million pre-funded synthetic letter-of-credit
facility.

The facilities are rated 'BB-', one notch higher than the
corporate credit rating on Hawker Beechcraft Inc., with a recovery
rating of '1', indicating high expectation of full (100%) recovery
of principal in the event of a payment default.

At the same time, S&P affirmed its 'B-' rating on Hawker
Beechcraft Acquisition Co. LLC's and Hawker Beechcraft Notes Co.'s
(co-issuers) proposed $800 million senior unsecured notes due 2015
and 'B-' rating on the $300 million subordinated notes due 2017,
both offered under Rule 144A with registration rights.

The amount of the term loan had been expected to be $1.2 billion
and subordinated notes $400 million.  Higher demand for the term
loan resulted in a modest reallocation of the proposed financings.
Those changes decrease only modestly recovery prospects from our
original analysis.

The corporate credit rating on Wichita, Kan.-based Hawker
Beechcraft Inc. is 'B+' and the outlook is stable.  "The rating
reflects high debt leverage, weak credit protection measures,
risks associated with cyclical demand for general aviation planes,
and modest, albeit improving, profit margins," said Standard &
Poor's credit analyst Roman Szuper.  Those factors outweigh the
firm's position as a well-established major manufacturer of
business jets, turboprops, and piston aircraft, currently
favorable industry conditions, and adequate liquidity.

Rating List

Ratings Affirmed

Hawker Beechcraft Inc.
Corporate Credit Rating                        B+/Stable/--

Hawker Beechcraft Acquisition Co. LLC

$400 Mil. Senior Secured
Revolving Credit Facility                      BB-
  Recovery Rating                              1

$1.3 Bil. Senior Secured Term Loan             BB-
  Recovery Rating                              1

$250 Mil. Synthetic
Letter-of-Credit Facility                      BB-
  Recovery Rating                              1

Hawker Beechcraft Acquisition Co. LLC

Hawker Beechcraft Notes Co.

$800 Mil. Senior Unsecured Notes Due 2015      B-
$300 Mil. Subordinated Notes Due 2017          B-


HAYES LEMMERZ: Board Approves Equity Rights Offering
----------------------------------------------------
Hayes Lemmerz International, Inc.'s Board of Directors has
approved a rights offering of up to $180 million of common stock
to its stockholders.

The subscription price for the common stock offered in the rights
offering will be $3.25 per share, which represents a 31.8%
discount to the average closing price for our common stock during
the past 10 trading days.  The rights offering is subject to
approval of stockholders at a Special Meeting and the
effectiveness of a registration statement which is being filed
today with the Securities and Exchange Commission and, therefore,
no record date has been set yet.

The company will use the net proceeds of the rights offering to
repurchase the outstanding 10-1/2% Senior Notes due 2010 issued by
its subsidiary, HLI Operating Company, Inc., and to pay any
required fees and expenses related to the rights offering.

                    Backstop Commitment

The Company also disclosed that it has entered into an Equity
Purchase and Commitment Agreement with Deutsche Bank Securities,
Inc. pursuant to which Deutsche Bank has agreed to backstop the
rights offering by purchasing all shares of common stock offered
in the rights offering and not purchased at the close of the
rights offering.  SPCP Group L.L.C., an affiliate of Silver Point
Capital, L.P., has agreed with Deutsche Bank to acquire one-half
of the shares of common stock that Deutsche Bank is obligated to
purchase pursuant to its backstop obligation.  The Equity
Agreement also gives Deutsche Bank the option to make a direct
investment of up to $18 million in the company's common stock at
the subscription price of $3.25 per share.  To the extent that
Deutsche Bank exercises this option, the amount of the rights
offering will be proportionally reduced but the gross proceeds to
the Company will remain unchanged.

The backstop commitment is subject to several conditions and
limitations including, among others, the amendment of the
company's Amended and Restated Credit Agreement, or the
refinancing of the debt subject thereto, to permit the repurchase
of the Senior Notes and the placement of a portion of the
Company's debt outside the United States.  The company intends to
amend its Amended and Restated Credit Agreement or refinance the
debt subject thereto in conjunction with the closing of the rights
offering.

The rights offering will be made only by means of a prospectus.
When available, copies of the prospectus may be obtained from
Hayes Lemmerz International, Inc., 15300 Centennial Drive,
Northville, Michigan 48168, (734) 737-5000, Attention: Corporate
Secretary.

The proposed issuance of shares to Deutsche Bank and SPCP Group
will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) is a leading
global supplier of automotive and commercial highway wheels,
brakes and powertrain components.  The company has 30 facilities
and approximately 8,500 employees worldwide.


HAYES LEMMERZ: Planned Debt Repurchase Cues S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and related issue ratings on Hayes Lemmerz
International Inc. on CreditWatch with positive implications,
following the company's announcement that it plans to repurchase
its senior unsecured debt with proceeds from an equity rights
offering.  Hayes' recovery ratings were not placed on CreditWatch.

Northville, Mich.-based Hayes, a manufacturer of steel and
aluminum wheels, has total debt of about $1 billion including
Standard & Poor's adjustments for postretirement benefits,
accounts receivable securitizations, and the present
value of operating leases.

Hayes announced Fridday that its board of directors has approved a
rights offering of up to $180 million common stock.  Proceeds
would be used to repurchase the approximately $157 million
outstanding of Hayes' 10.5% senior unsecured notes due 2013, which
are issued by subsidiary HLI Operating Co. Inc., and to pay
related fees and expenses.

Deutsche Bank and an affiliate of Silver Point Capital L.P. have
agreed to purchase all shares that are part of the offering but
not acquired by other investors.  The offering is subject to
approval of Hayes' stockholders at an upcoming special meeting.

In its CreditWatch review, Standard & Poor's will assess the
industry challenges facing Hayes, as well as the benefits of lower
leverage and improved credit metrics that likely would result from
completion of the proposed transactions.  Hayes is likely to
remain highly leveraged despite the improvement from debt
reduction.  Still, a modest upgrade is possible.


HMSC CORPORATION: Increased Borrowing Cues Moody's to Cut Rating
----------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
of HMSC Corporation, the holding company for the Swett & Crawford
Group, to B2 from B1, in light of the company's plans to increase
its borrowing level.

Moody's has assigned a B2 rating to the proposed new first-lien
credit facilities and a B3 rating to the proposed new second-lien
credit facility.  At the same time, Moody's has lowered the rating
on the existing first-lien credit facility to B2 from B1 and
affirmed rating on the existing second-lien credit facility at B3.
The outlook for HMSC's ratings is stable.

The proposed credit facilities include a:

    * $20 million first-lien revolving credit,
    * $265 million first-lien term loan and
    * $110 million second-lien term loan.

Net proceeds from the proposed transaction will be used to repay
existing debt of approximately $259 million, to fund a dividend to
owners, to pay related fees and expenses, and for general
corporate purposes.  The credit facilities will be secured by
substantially all assets of HMSC and guaranteed by substantially
all subsidiaries of HMSC.

According to Moody's, the ratings reflect Swett & Crawford's
strong position in the wholesale brokerage market, its expertise
in various specialty business lines and its strong operating
margins.  The firm also benefits from broad ownership
participation among core producers, underwriters and managers.
These strengths are offset by the broker's considerable financial
leverage, its modest fixed charge coverage and its limited
operating history as stand-alone entity.

Moody's cited these factors that could lead to an upgrade of
HMSC's ratings:

    (i) adjusted EBITDA coverage of interest consistently
        exceeding 3.0 times,

   (ii) free-cash-flow-to-debt ratio consistently exceeding 8%,
        and

  (iii) adjusted debt-to-EBITDA ratio consistently below 4.0
        times.

Moody's cited these factors that could lead to a downgrade of the
ratings:

    (i) adjusted EBITDA coverage of interest below 1.5 times,
   (ii) adjusted debt-to-EBITDA ratio above 5.5 times, or
  (iii) a prolonged period with no organic growth.

Moody's last rating action on HMSC took place on October 12, 2005,
when Moody's assigned the B1 corporate family rating as well as
the B1 rating on the existing first-lien credit facilities and the
B3 rating on the existing second-lien credit facility.

Swett & Crawford, based in Atlanta, Georgia, is the largest US
wholesale insurance broker based on revenues. Wholesale brokers
act as intermediaries between retail brokers and insurance
carriers on unusual risks.  The wholesalers place most such risks
with excess & surplus carriers or other specialty carriers. Swett
& Crawford generates business through more than 30 branch offices
across the US.  The company placed premiums of $2.6 billion during
2006, generating revenues in excess of $200 million.


HUNTER FAN: S&P Junks Rating on $75 Million Second-Lien Loan
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hunter Fan Co.  The outlook is negative.

In addition, Standard & Poor's assigned senior secured bank loan
and recovery ratings to Hunter Fan's planned $220 million
first-lien bank loan due 2014 (which includes a maximum
$15 million delayed draw term loan), and the company's planned
$75 million second-lien term loan due 2014.

The first-lien debt was rated 'B', the same as the corporate
credit rating, with a recovery rating of '2', indicating an
expectation of substantial (80%-100%) recovery of principal in the
event of a default.

The second-lien debt was rated 'CCC+', two notches below the
corporate credit rating, with a '5' recovery rating indicating an
expectation of negligible (0%-25%) recovery of principal in the
event of a payment default.

"Proceeds from this transaction will be used to help fund the
acquisition of Hunter Fan by MidOcean Partners," said Standard &
Poor's credit analyst Patrick Jeffrey.

The ratings on the Memphis, Tenn.-based ceiling fan designer and
marketer Hunter Fan reflect the company's leveraged capital
structure, narrow product focus, small size, and customer and
supplier concentration.


IELEMENT CORP: Post $577,781 Net Loss in 3rd Quarter Ended Dec. 31
------------------------------------------------------------------
iElement Corporation fka Mailkey Corporation reported a $577,781
net loss applicable to common stockholders on $881,466 of
operating revenues for the fiscal third quarter ended Dec. 31,
2006.

For the three months ended Dec. 31, 2005, the company reported a
$328,262 net loss applicable to common stockholders on $1,119,772
of operating revenues.

The company said the decrease in revenue was due to customer
attrition resulting from not employimg a dedicated sales force.
It plans to hire a dedicated sales force this year.

At Dec. 31, 2006, the company's balance sheet showed $2,204,049 in
total assets and $2,716,849 in total liabilities, resulting in a
$512,800 stockholders' deficit.

The company's Dec. 31, 2006, balance sheet also showed strained
liquidity with $475,896 in total current assets available to pay
$2,298,106 in total current liabilities.

Full-text copies of the company's fiscal third quarter financials
are available for free at http://ResearchArchives.com/t/s?1ba9

                    About iElement Corporation

iElement Corporation fka Mailkey Corporation (OTCBB: IELM)  --
http://www.ielement.com/-- provides telecommunications services
to small and medium sized businesses.  IElement provides broadband
data, voice and wireless services by offering integrated T-1 lines
as well as a Layer 2 Private Network and VOIP solutions.  IElement
has a network presence in 18 major markets in the United States,
including facilities in Los Angeles, Dallas, and Chicago.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Bagell, Josephs Levine & Company, L.L.C., in Gibbsboro, N.J.,
raised substantial doubt about IElement Corporation, fka Mailkey
Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2006.  The auditor pointed to the company's
operating losses and capital deficits.


ISLE OF CAPRI: Financial Restatement Cues Nasdaq Delisting Notice
-----------------------------------------------------------------
Isle of Capri Casinos Inc. received a NASDAQ Staff Determination
letter on March 13, 2007, because of its intention to restate
certain of its financial statements, and its resulting inability
to file its Quarterly Report on Form 10-Q by the March 9 due date.

The company plans to request a hearing before the NASDAQ Listing
Qualifications Panel, which the delisting will be suspended.  The
company's common stock will continue to trade on the NASDAQ Global
Select Market without interruption.

As a result, the company is not in compliance with the filing
requirements for continued listing of its common stock on the
NASDAQ Global Select Market as set forth in Marketplace Rule
4310(c)(14).

                 Financial Results Restatement

On March 12, the company restated its financial statements for the
fiscal years ended April 25, 2004; April 24, 2005 and April 30,
2006, and the quarterly results for fiscal 2005 and 2006 included
therein, and for the first two quarters of fiscal 2007.

The company is assessing the time frame in which it expects to
complete and file the restated financial statements and its Form
10-Q for the fiscal quarter ended Jan. 28, 2007, but expects that
the restatements and Form 10-Q filing will be completed prior to
any final NASDAQ delisting determination.

                        About Isle of Capri

Based in Biloxi, Miss., Isle of Capri Casinos Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- develops and owns gaming and
entertainment facilities.  The Company owns and operates riverboat
and dockside casinos in Biloxi, Vicksburg, Lula and Natchez,
Miss.; Bossier City and Lake Charles (two riverboats), La.;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Mo.  The Company also owns a 57% interest in and
operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado.  Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a 2/3 ownership interest in casinos in Dudley, Walsal
and Wolverhampton, England.  The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Fla.

                          *     *     *

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the Company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Standard & Poor's Ratings Services affirmed ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.

At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they were placed on Oct. 4, 2006, with negative
implications.  The outlook is stable.


J.G. WENTWORTH: Moody's Junks Rating on New $100MM 2nd-Lien Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
J.G. Wentworth, LLC at B2 upon the company's announcement of a
debt financed distribution to the company's owners.

Moody's also assigned a B2 rating to the new $325 million First
Lien Senior Secured Term Loan and a Caa1 rating to the new
$100 million Second Lien Senior Secured Term Loan.

A portion of the proceeds from the total $425 million debt
issuance will be used to repay the existing $225 million senior
secured term loan; the rating on the existing term loan will be
withdrawn upon repayment.  The outlook remains stable.

Moody's affirmation of JGW's CFR reflects its view that although
the increase in debt and corresponding dividend weakened JGW's
credit profile, it was not sufficient to result in a downgrade.
Moody's expects the company will meet revenue and cash flow growth
targets in 2007 which would reduce the firm's leverage to a level
more consistent with the B2 CFR.  An inability to achieve these
targets would result in downward rating pressure.

JGW's CFR is supported by the company's demonstrated ability to
operate with no tangible equity while generating sufficient cash
flow for debt service.  This is driven by the favorable
attributes, including high margins of the firm's primary product -
structured settlements.  Additionally, structured settlements are
readily securitizable and generate substantial cash gains on sale
to the firm.  This is due to the annuity structure of the payments
(no prepayment risk) and the highly rated nature of the annuity
providers; hence, defaults are not a major concern.

Since Moody's initial rating in March, 2006, JGW has performed
well, surpassing internal revenue targets while increasing its
investment in marketing, which can lead to greater growth in the
company's customer database.  The company's extensive customer
database gives it an advantage over other industry peers given the
hurdles in developing such a database, including the extensive use
of advertising.  As the primary strategic investment, Moody's
expects the customer database will continue to be a foundation for
new business as well as a principal source for amendments to
existing structured settlement contracts.

The rating is also supported by the company's experienced
management team, which had several key additions during 2006 and
2007, including a new CFO and Chief Legal Officer.

Moody's said that there are a number of risks that balance these
positive attributes.  First, JGW is adding substantial leverage to
the capital structure.  While the company has demonstrated an
ability to operate in a benign environment without equity, there
are risks that could cause the company to need additional capital,
should a legal, regulatory, or other unforeseen development arise.
The lack of tangible equity removes a cushion that would benefit
bondholders in a time of stress, and requires the company to
service the larger debt obligation exclusively with cash flow.  In
Moody's view, the substantial increase in leverage and debt
service burden associated with the transaction weakens JGW's
positioning in the B2 rating category.

Moody's also noted that for JGW to be able to service the
increased debt obligation it must continue to generate new
structured settlement purchases, as cash flows from previous
purchases are either encumbered in securitizations or distributed
out of the company to the equity owners.  This requires that the
current business and operating environment continue to function
relatively unchanged from its current state, without legal,
regulatory, or competitive pressures.  Moody's believes that the
strength of JGW's cash flows could be meaningfully diminished
should this key operating assumption be challenged.

Though JGW continues to be the leading purchaser in the structured
settlement market, the attractive yields and high margins make the
industry susceptible to competition, barriers to entry (marketing
costs and the development of a customer database) notwithstanding.
The company's scale and large customer database mitigate this risk
to some extent.  It will be key for JGW to maintain margins in
order to service the larger interest expense obligation with an
acceptable cushion and to reduce leverage to levels more
consistent with the B2 rating category.  JGW's failure to meet its
2007 debt to EBITDA expectations of below 6x would put downward
pressure on the firm's Corporate Family Rating.

Finally, Moody's notes that JGW's majority owner was effectively
cashed-out of its original equity investment after JGW paid its
first dividend in 2006.  The current proposed dividend and lack of
deleveraging continue to show a more aggressive approach to the
business and the firm's financial profile, which constrains the
rating.

With respect to the individual ratings on the term loans, Moody's
rated the first lien senior secured term loan in-line with the
Corporate Family Rating, reflecting its majority standing in the
capital structure.  The second lien senior secured term loan was
rated two notches below the CFR, due to its junior standing in the
capital structure.  Because the vast majority of receivables are
housed in bankruptcy-remote entities, the senior secured term
loans are primarily supported by intangible assets and stock in
subsidiaries which Moody's believes limits recovery prospects in a
stress scenario.

What Could Change the Rating -- Up

Sustained improvements in interest coverage and leverage levels as
a result of increasing cash flow generation at the operating
company and a continued demonstration of operating without legal
or regulatory challenges could put upward pressure on the rating.

What Could Change the Rating -- Down

Ratings could go down if JGW has a decrease in net yield or a loss
in market share as a result of greater competition or an adverse
legal ruling that impairs the franchise.  In addition, as
mentioned above, failure to bring debt to EBITDA levels to below
6x by year-end 2007, could also lead to a lower rating.

This rating was affirmed:

J.G. Wentworth, LLC

    * Corporate Family Rating -- B2

These ratings were assigned:

    * First Lien Senior Secured Term Loan -- B2
    * Second Lien Senior Secured Term Loan -- Caa1

J.G. Wentworth is located in Bryn Mawr, Pennsylvania, and reported
assets of approximately $291 million at December 31, 2006.


JOCKS & JILLS: Files for Bankruptcy in Georgia
----------------------------------------------
Jocks & Jills Restaurants LLC and nine affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Northern District of Georgia.

The company decided to pursue bankruptcy citing that its business
would be "impaired" by the $1.05 million it owes to a former
worker, the Atlanta Journal-Constitution reports.

The same former worker had recently won a sexual harassment claim
against the company.  The company is appealing the verdict
although a stay hasn't been granted, AJC relates.

Headquartered in Atlanta, Jocks & Jills Restaurants LLC --
http://www.jocksandjills.com/-- has seven stores in Georgia and
locations in Charlotte and Parker, Colo.  The company also
operates Frankies Sports Grill on Roswell Road and 1420 Room, an
events facility in Dunwoody.  The company and nine affiliates
filed for chapter 11 protection on March 19, 2007 (Bankr. N.D. Ga.
Case No. 07-64355).  G. Frank Nason, IV, Esq., at Lamberth,
Cifelli, Stokes & Stout, P.A., represents the Debtors.  When they
filed for bankruptcy, they estimated assets and debts between
$1 million and $100 million.


JOCKS & JILLS: Case Summary & 122 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jocks & Jills Restaurants, L.L.C.
        Suite 1500 400 Colony Square
        1201 Peachtree Street
        Atlanta, GA 30361

Bankruptcy Case No.: 07-64355

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Jocks & Jills Restaurants, LLC           07-64355
      Jocks & Jills Charlotte, Inc.            07-64356
      Jocks & Jills CNN, Inc.                  07-64358
      Jocks & Jills Duluth, Inc.               07-64360
      Jocks & Jills Galleria, Inc.             07-64363
      Jocks & Jills Prado, Inc.                07-64365
      Jocks & Jills, Inc.                      07-64367
      Divine Events Transportation, Inc.       07-64369
      Divine Events Catering, Inc.             07-64370

Type of Business: The Debtor owns and operates a chain of casual
                  sports-themed restaurants.
                  See http://www.jocksandjills.com/

Chapter 11 Petition Date: March 19, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtors' Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, P.A.
                  Suitte 550 3343 Peachtree Road Northeast
                  Atlanta, GA 30326
                  Tel: (404) 262-7373

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Jocks & Jills Restaurants, LLC's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                civil judgment      $1,050,000
37 Picketts Forge Drive          in USDC civil
Acworth, GA 30101                action file no.
                                 1:00-cv-3417-JOF

Frank Thomas                                           $500,000
3101 Towercreek Parkway
Suite 560
Atlanta, GA 30339

Joe Atkinson                                           $489,965
1100 Riverbend Club Drive
Atlanta, GA 30339

Janet Mertz                                            $250,000
3348 Peachtree Road Northeast
Suite 500
Atlanta, GA 30326

Sana S. Thomas                                         $250,000
3101 Towercreek Parkway
Suite 500
Atlanta, GA 30339

Ted W. Gibson                                          $150,000

Shanaz Rastegar                                        $100,000

Dara Rastegar                                          $100,000

Lela Brown                                             $100,000

E.W. Brown Jr.                                         $100,000

Javelin Southeast Inc.                                  $50,000

W. Bradford Kacher                                      $50,000

Mel Vukas                                               $50,000

Wells Fargo                      business credit        $40,319
                                 Card

Holman and Company                                      $15,970

Blue Cross Blue Shield           group insurance        $11,857
of Georgia

Copy Cat Printing                                        $1,615

Slaughter & Virgin                                       $1,422

Citysearch                                               $1,310

Bell South                                                 $901

B. Jocks & Jills Charlotte, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $43,398
7950 Spence Road
Fairburn, GA 30213

Duke Energy                                              $3,047
P.O. Box 1090
Charlotte, NC 28201

Alsco                                                    $1,962

Mecklenberg County                                       $1,818

Trinity Mech. Systems                                    $1,654

City of Charlotte - Water & Sewerage                       $790

Allied Waste                                               $571

Public Storage                                             $407

The Brickman Group                                         $375

Knight Cleaning                                            $300

Ecolab                                                     $291

Citysearch                                                 $280

Ecolab Pest                                                $214

NuCo2                                                      $138

Payphone Partners                                          $130

Earthlink                                                  $104

MJM Sports                                                  $95

Facilitec                                                   $92

Sedgefield Interiors                                        $90

C. Jocks & Jills CNN, Inc.'s Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                     $132,781
7950 Spence Road
Fairburn, GA 30213

Grime Busters                                            $1,710
3283 La Ventura Drive
Atlanta, GA 30341

Classic Commercial Services                                $410

Sparkling Image                                            $195

Everclear Enterprises                                      $150

The Blade-Smith, LLC                                       $104

Training Institute                                          $50

Humitech                                                    $30

D. Jocks & Jills Duluth, Inc.'s 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------

Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $36,932
7950 Spence Road
Fairburn, GA 30213

Georgia Power                                            $3,941
11675 Wills Road
Alpharetta, GA 30004

MX Energy                                                $2,370

Fulton County                                            $1,398

Alsco                                                    $1,218

Comcast                                                    $849

Universal Entertainment                                    $450

Waste Management/Atl North                                 $380

Ackerman Security                                          $228

ADP, Inc.                                                  $212

Sparkling Image                                            $212

Real Clean                                                 $200

Steritech                                                  $180

The Blade-Smith, L.L.C.                                    $116

Ecolab                                                     $111

Cintas                                                     $108

Cecil, Inc.                                                $102

Humitech                                                    $60

E. Jocks & Jills Galleria, Inc.'s 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $48,807
7950 Spence Road
Fairburn, GA 30213

MX Energy                                                $1,929
P.O. Box 4911
Houston, TX 77210-4911

ADP, Inc.                                                $1,289

Retail Data Systems                                      $1,059

Industrial Stearn Cleaning/Atl                             $328

Steritech                                                  $258

The Blade-Smith, L.L.C.                                     $98

Customer Security Services                                  $60

Humitech                                                    $60

Sunshine Window Cleaning                                    $35

F. Jocks & Jills Prado, Inc.'s 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $61,968
7950 Spence Road
Fairburn, GA 30213

Retail Data Systems                                      $4,279
1341 Capital Circle South
Suite E
Marietta, GA 30067

MX Energy                                                $1,853

Comcast                                                  $1,010

DirecTV                                                    $387

NuCo2                                                      $273

Apex                                                       $135

Sign A Rama                                                $130

United Draft Services                                      $100

Ecolab                                                      $76

G. Jocks & Jills Inc.'s 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $38,959
7950 Spence Road
Fairburn, GA 30213

Georgia Power Company           #79438-71008             $3,520
805-BRD Abernathy Boulevard     ($1,071);#04678-
Atlanta, GA 30310                7200($398);#04888-
                                 7200($1,535);
                                #46888-72008(515)

MX Energy                                                $1,757

Retail Data Systems                                      $1,038

United Waste Service                                       $618

Comcast                                                    $366

City of Atlanta                                            $351

Infinite Energy, Inc.                                      $328

Apex                                                       $195

Sparkling Image                                            $160

NuCo2                                                      $142

Ecolab                                                      $76

The Blade-Smith, L.L.C.                                     $71

Steritech                                                   $56

Humitech                                                    $50

H. Divine Events Transportation, Inc.'s Largest Unsecured
   Creditor:

   Entity                        Claim Amount
   ------                        ------------
Tracey L. Tomczyk                  $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

I. Divine Events Catering, Inc.'s 15 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Tracey L. Tomczyk                  $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                    $27,774
7950 Spence Road
Fairburn, GA 30213

Georgia Power Company                  $2,123
6317 Peachtree Industrial
Boulevard
Atlanta, GA 30360

MX Energy Natural Gas                    $898

Retail Data Systems                      $550

Concit Carpet Care                       $389

Dekalb County Government                 $370

Apex                                     $300

Ecolab                                   $190

ADP                                      $125

Allgood Pest Solutions                   $115

DirecTV, Inc.                            $103

The Cleaning Authority                    $82

Sunshine Window Cleaning                  $60

Ackerman Security Systems                 $57


KARA HOMES: Affiliate Inks DIP Financing Pact with Valley National
------------------------------------------------------------------
Kara Homes Inc. and its debtor-affiliate, Sterling Acres at Monroe
LLC, ask the U.S. Bankruptcy Court for the District of New Jersey
in Trenton for authority to obtain, on a final basis, postpetition
financing from Valley National Bank for purposes of winterizing
and completing construction of homes.

Valley agreed to extend loans and other financial accommodations
to Sterling in the aggregate amount of $210,867.

Before the Debtors filed for bankruptcy, Valley was the primary
secured lender of Sterling.  Valley is a New Jersey limited
liability company that owns real property and improvements in the
Monroe Township, Middlesex County, New Jersey.

Sterling is obligated to Valley under a loan in the original
principal amount of $7,000,000, as evidenced by a note dated
Sept. 23, 2004, to finance Sterling's costs of acquiring,
developing, improving and constructing a residential project in
the Monroe Township.

The note is secured by first priority security interests in and
liens upon substantially all of Sterling's assets.

                      Plainfield DIP Facility

On Jan. 18, 2007, the Court authorized the Debtors, on an interim
basis, to obtain postpetition financing from Plainfield Specialty
Holdings II Inc. for limited purposes, including funding expenses
to complete construction of homes, and to sell, transfer, lease or
otherwise dispose of property in the ordinary course of business.

That order also authorized the Debtors to seek, with Plainfield's
consent, third party financing.  Plainfield has stated that it
does not object to the new financing.

The Court will convene a hearing to consider Sterling's request on
April 9, 2007, at 1:00 p.m.

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.


KID CASTLE: Brock Schechter's Expresses Going Concern Doubt
-----------------------------------------------------------
Brock Schechter & Polakoff LLP expressed substantial doubt on Kid
Castle Educational Corp.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring losses from operations and capital deficiency.

For the year ended Dec. 31, 2005, the company reported a net loss
of $1,698,282 on net operating revenues of $10,232,334 for the
year ended Dec. 31, 2005, versus a net loss of $1,254,592 on net
operating revenues of $9,729,113 for the year ended Dec. 31, 2004.

The company's balance sheet showed total assets of $10,982,937,
total liabilities of $12,280,881, and minority interests of
$28,627, resulting to total stockholders' deficit of $1,326,571 as
of Dec. 31, 2005.

The company's balance sheet also showed strained liquidity with
total current assets of $6,954,257 available to pay total current
liabilities of $8,436,284 as of Dec. 31, 2005.

Accumulated deficit in 2005 was $9,010,356, as compared with
accumulated deficit in 2006 of $7,312,074.

A full-text copy of the company's annual report for 2005 is
available for free at http://ResearchArchives.com/t/s?1b8d

                         About Kid Castle

Kid Castle Educational Corp. (PNK: KDCE) provides English language
instruction and educational services in China and Taiwan to
children between two and 12 years old for whom Chinese is the
primary language.  Its principal subsidiaries are its wholly owned
subsidiary, Higoal Developments Ltd., and its wholly owned
subsidiaries, Kid Castle Internet Technologies Ltd. and Kid Castle
Educational Software Development Company, Ltd.  The company has
worked with numerous universities to introduce foreign teachers
into Taiwan from countries such as the U.S., Canada and England.

Kid Castle also provides management and consulting services to its
franchised kindergarten and language schools and sells educational
tools and equipment that are complementary to its business.


KRONOS INTERNATIONAL: Earns $73.6 Million in Year Ended Dec. 31
---------------------------------------------------------------
Kronos International, Inc. reported in its annual report for the
year ended Dec. 31, 2006, net sales of $914.22 million and net
income of $73.67 million.  The company had net sales of
$850.87 million and net income of $60.25 million during the
year 2005.

The company's balance sheet showed total assets of $1.08 billion,
total liabilities of $869.08 million, and minority interests of
$41,000, resulting to total stockholders' equity of
$211.44 million as of Dec. 31, 2006.

Cash flows from operating activities provided $62.5 million for
2006, as compared with $92.7 million for 2005.  Capital
expenditures were $47.1 million in 2006, up from $39.5 million in
2005, which were used primarily for improvements and upgrades to
existing facilities.

The company's financing activities during 2006 include, issuance
of EUR400 million principal amount of 6.5% Notes at 99.306%, that
is $498.5 million when issued; and redemption of the company's
EUR375 million principal amount of 8.875% Senior Secured Notes,
that is $470.5 million when redeemed, using the proceeds from the
issuance of the 6.5% Notes.

At Dec. 31, 2006, the company's consolidated debt was comprised of
EUR400 million principal amount of its 6.5% Senior Secured Notes,
which amounted to $525 million at Dec. 31, 2006, due in 2013; and
about $4.8 million of other debts.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ba5

                             Outlook

The company expects that its income from operations in 2007 will
be lower than 2006, due to continued downward pricing pressures
and increased energy costs and raw materials costs, offset in part
by the effect of higher expected sales and production volumes.

                    About Kronos International

Headquartered in Dallas, Texas, Kronos International, Inc. is
engaged in European value-added titanium dioxide pigments
operations.

                           *     *     *

As reported in the Troubled Company Reported on Nov. 9, 2006,
Moody's Investors Service's confirmed its B1 Corporate Family
Rating for Kronos International, Inc., as well as its B2 rating on
the company's EUR400 million Senior Secured Notes due 2013.


LANDRY'S RESTAURANTS: S&P Places BB- Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings for Landry's
Restaurants Inc., including its 'BB-' corporate credit rating, on
CreditWatch with negative implications.

This action reflects the company's delivery of a new letter to
the Smith & Wollensky Restaurant Group Inc. offering to acquire
S&W for around $84 million, or $9.75 per share in cash.  This
represents a $.50 premium to the offer of the Patina Restaurant
Group.  On Feb. 26, 2007, S&W signed an agreement and plan of
merger with Patina Restaurant Group LLC for $79.5 million, or
$9.25 a share in cash.

"Even if this acquisition is not successful, ratings may be
lowered by one notch to reflect the company's more aggressive
financial policy and acquisition appetite," said Standard & Poor's
credit analyst Stella Kapur, "Landry's pro forma consolidated
credit metrics will be weak for the current ratings and could be
lowered as a result."  Standard & Poor's will monitor this
development and hopes to resolve the CreditWatch listing soon.


LAZARD GROUP: Improved Capital Base Cues Fitch to Lift Rating
-------------------------------------------------------------
Fitch Ratings has upgraded the long-term senior debt rating from
'BB+' to 'BBB-' and affirms Lazard Group LLC's Issuer Default
Rating at 'BBB-'.  Approximately $988 million of senior debt is
affected by upgrade.  All ratings are listed at the end of this
press release.  The Rating Outlook is Stable.

The upgrade of the long-term senior debt rating is based on
Lazard's improved capital base, a byproduct of additional equity
offerings and higher retained earnings.  Lazard's IDR rating is
based on the firm's highly leveraged post-IPO capital structure,
well-established global investment banking business (specializing
in M&A and restructurings), consistent prior profitability, and
minimal expected future capital needs.  Lazard's recent financial
performance in both Financial Advisory and Asset Management has
been good and the firm appears well positioned for continued
success in 2007.  Cash flow coverage was satisfactory throughout
2006 and is projected to remain so in the near term.

Lazard's current ratings assume some variability in performance
and continued high leverage.  Material improvements in cash flow
coverage and expansion in the Asset Management business could have
a positive effect on the Rating Outlook.

Fitch upgrades this ratings:

Lazard Group LLC

    -- Senior rating from 'BB+' to 'BBB-'.

Fitch affirms this rating:

Lazard Group LLC

    -- Long-term Issuer Default Rating at 'BBB-'.


LE-NATURE'S INC: Court Bars Harbinger, et al. from Suing Wachovia
-----------------------------------------------------------------
A state court judge in Charlotte, N.C. issued an order temporarily
blocking Harbinger Capital Partners and 13 other investment funds
from filing lawsuits against Wachovia Bank NA over their stakes in
the bank's syndicated $265 million loan to Le-Nature's Inc., Bill
Rochelle of Bloomberg News reports.

According to Bloomberg, the state court judge ruled that investors
may not file lawsuits against Wachovia because North Carolina law
prohibits selling "personal tort claims."

Wachovia, when it sought an order barring the investors from suing
the bank, asserted that the investors bought parts of the
sydicated loan at a discount after it became public knowledge that
Le-Nature's "engaged in a massive fraud."

A further hearing on the matter is set for Thursday, March 22,
2007.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and John K. Sherwood,
Esq., Sharon L. Levine, Esq., and Kenneth A, Rosen, Esq., at
Lowenstein Sandler PC, represent the Official Committee of
Unsecured Creditors.  Edward S. Weisfelner, Esq., Robert J. Stark,
Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP,
and James G. McLean, Esq., at Manion McDonough & Lucas represent
the Ad Hoc Committee of Secured Lenders.  Thomas Moers Mayer,
Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis &
Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated
Noteholders.


LEGACY ESTATE: Court Confirms Joint Chapter 11 Liquidation Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for Northern District of California has
confirmed the Chapter 11 Plan of Liquidation co-proposed by The
Legacy Estate Group LLC and its Official Committee of Unsecured
Creditors.

The Court determined that the Plan satisfies the 16 standards for
confirmation under Section 119(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 28, 2007, to
facilitate confirmation of its Joint Liquidation Plan, Legacy
Estate entered into separate settlement agreements with its
parent, Connaught Capital Partners LLC, and John M. Bryan and Red
Barn Ranch LLC.

Connaught Capital, together with Legacy Estate, sought chapter 11
protection in November 2005.  Andrea Wirum is the chapter 11
trustee appointed in Connaught Capital's case.

                   Red Barn Settlement Agreement

On Aug. 22, 2006, Legacy Estate obtained authority from the U.S.
Bankruptcy Court for Northern District of California to sell
substantially all of its assets to Kendall-Jackson Wine Estates
Ltd.  The sale was closed on Sept. 13, 2006.

Subsequently, John M. Bryan and Red Barn jointly filed Claim
No. 122 in Legacy's bankruptcy case, in an amount not exceeding
$20 million, for damages allegedly caused by Legacy's rejection of
an agreement dated Aug. 31, 2001, for the purchase and sale of
grapes.

Mr. Bryan and Red Barn also opposed the confirmation of the Plan
asserting that their claims are secured by statutory and
consensual liens.

On Nov. 17, 2006, the Committee, on behalf of Legacy, commenced an
adversary proceeding commonly known as Official Committee of
Unsecured Creditors of The Legacy Estate Group LLC v. John M.
Bryan, et al., AP No. 06-01773, with respect to transactions and
events involving the Debtors' current and former "insiders" and
"affiliates."

The Committee contended that prior to the Debtors' bankruptcy
filing, the defendants in the Bryan Action arranged or received
fraudulent conveyances and improper distributions amounting, in
the aggregate, to over $13 million, to the detriment of Legacy,
its creditors, and its shareholders.

The Committee also objected to Red Barn's claim arguing that the
claim is only entitled to a $258,000 payment, with respect to the
2006 grape harvest and all future crops to be delivered under Red
Barn's agreement with Legacy.

To resolve the dispute, the parties entered into a settlement
agreement, which was approved by the Court in a hearing held
Feb. 23, 2007.

Under the compromise, Legacy will pay to Red Barn the sum of
$750,000 in full and final settlement and compromise of any and
all claims.

              Connaught Capital Settlement Agreement

Prior to the commencement of the Debtors' respective bankruptcy
cases, Connaught and other insiders managed and controlled the
finances, assets and operations of Legacy.

Subsequently, in Legacy's chapter 11 case, Connaught's Chapter 11
Trustee filed a proof of claim asserting claims relating to
management of the Debtors.  The Trustee also opposed confirmation
of the Plan.

The Committee objected to the Trustee's claim contending that the
insiders, including Connaught, breached their respective fiduciary
duties to Legacy, causing damage to Legacy in an amount that may
exceed $30 million.

The Trustee asserted that at least a portion of the $30 million
mismanagement damages were not the responsibility of Connaught and
involved conduct harmful to Connaught's estate and note holders,
as well as Legacy's estate, and thus should properly be asserted
or prosecuted by the Connaught estate.

To resolve the dispute, Legacy through the Committee and Connaught
through its Chapter 11 Trustee, agreed among others, that:

   1) they will jointly control and prosecute any and all claims
      that may be asserted by either or both of the Debtors'
      estates against any insider, including, without limitation,
      all transfer claims and all mismanagement claims;

   2) all proceeds arising from judgments or settlements obtained
      will be apportioned between the Debtors' estates, with 50%
      allocated to Legacy's estate and 50% to Connaught's estate;

   3) Legacy will hold an $8,500,000 allowed general unsecured
      claim against Connaught's estate; and

   4) the Trustee's objection to the Plan will be deemed withdrawn
      with prejudice.

                         Liquidation Plan

As reported in the Troubled Company Reporter on Nov. 23, 2006,
the Plan provides for the distribution of Legacy's cash on hand,
including the net proceeds from the sale of its assets, in
accordance of the priorities established by the Bankruptcy Code.

Any excess of the proceeds will be distributed to equity security
holders.

                    Laminar Subordinated Claim

Laminar Direct Capital L.P. made loans to the Debtor to finance
its acquisition of two wineries, Byron Vineyard & Winery in Santa
Maria, California and Arrowood Vineyards & Winery in Glen Ellen,
California from Constellation Brands, Inc.

Liens and security interests in substantially all of the Debtor's
assets secured the loans.  As a result of the debt incurred to
finance the acquisitions, the Debtor became over-leveraged, was
unable to service that debt and eventually defaulted in its
obligations to Laminar.  Laminar was entitled to enforce its legal
rights and remedies against the Debtor, including foreclosure of
its liens and security interests.

The Court on Aug. 16, 2006, approved a stipulation among the
Debtor, Laminar, the Committee and Connaught fixing the amount of
Laminar's claims.  Laminar received $87.2 million from the sale
proceeds.  Its remaining subordinated claim amounted to
$1.3 million.

                       Treatment of Claims

Holders of tax claims will receive a cash payment of the allowed
amount of those claim.  In addition, if all allowed unsecured
claims are paid in full, then each allowed tax claim holder would
receive a pro rate basis of interest on that claim.

Red Barn's Claims will be paid in full, including interest and
attorneys' fees, if any.  If a Red Barn Claim is known to be an
allowed administrative claim or an allowed unsecured claim, that
Red Barn Claim will receive the same treatment provided to other
creditors holding similar allowed claims.

Each holder of an allowed Class 2 Secured Claim will receive, at
the Debtor's option:

   (a) 100% of the net proceeds from the sale of its collateral;

   (b) the return of the collateral; or

   (c) other less favorable treatment as agreed by the Debtor and
       secured claim holder.

Priority claims will be paid in full.  In addition, if all allowed
unsecured claims are paid in full, then each holder of an allowed
priority claim will receive interest on that claim at the legal
rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax and unsecured claims
and the Laminar Subordinated Claim.

Holders of Allowed Class 5 Timely Filed Unsecured Claim will
receive their pro rata share of available cash under one or more
distributions, until paid in full.  In addition, if all allowed
class 7 Late Filed Claims are in full payment, then each holder of
Allowed Class 5 claim, will receive interest on that claim at the
legal rate of 4.35% from the bankruptcy filing through the date of
payment in full to the extent of remaining available cash, on a
pro rata basis with holders of allowed tax, priority and late
filed unsecured claims and the Laminar Subordinated Claim.

Pursuant to the Laminar Stipulation, holders of the Laminar
Subordinated Claim will receive half of each additional dollar in
excess of $1.15 million available for distribution to allowed
Class 5 claims, until paid in full of the Laminar Subordinated
Claim.  In addition, if all allowed class 7 Late Filed Claims are
in full payment, then each holder of Laminated Subordinated Claim,
will receive interest on that claim at the legal rate of 4.35%
from the bankruptcy filing through the date of payment in full to
the extent of remaining available cash, on a pro rata basis with
holders of allowed tax, priority and unsecured claims.

All Allowed Class 7 Late Filed Claim holders will receive its pro
rata share of all available cash remaining after payment in full
of Class 5 and 6.  In addition, if all allowed class 7 Late Filed
Claims are in full payment, then each holder of Allowed Class 7
claim, will receive interest on that claim at the legal rate of
4.35% from the bankruptcy filing through the date of payment in
full to the extent of remaining available cash, on a pro rata
basis with holders of allowed tax, priority and Timely Filed
Unsecured Claims and the Laminar Subordinated Claim.

Equity Interest holders, who will lose all rights to control the
management and governance of the Debtor, will receive its pro rata
share of all available cash remaining after payment in full of all
allowed claims.

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

   http://www.researcharchives.com/bin/download?id=061121204459

                   About The Legacy Estate Group

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and its parent, Connaught Capital Partners LLC,
filed for chapter 11 protection on November 18, 2005 (Bankr. N.D.
Calif. Case No. 05-14659).  John Walshe Murray, Esq., Lovee
Sarenas, Esq., and Robert A. Franklin, Esq., at the Law Offices of
Murray and Murray represent the Debtors in their restructuring
efforts.  Lawyers at Winston & Strawn LLP represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts between $50 million and $100 million.


LEHMAN XS: Moody's Rates Class A-4 Notes at B2
----------------------------------------------
Moody's Investors Service has assigned ratings ranging from A3 to
B2 to the notes issued by Lehman XS Net Interest Margin Notes,
Series 2007-QO8.

The notes are backed by Class SB cash flows from the underlying
securitization of payment option mortgage loans securitized in
RALI Series 2006-QO8, and Class P-2 cash flows from SASCO 2006-12.
Class P-2 in SASCO 2006-12 transaction represents the junior claim
on the prepayment charge to the loans in RALI Series 2006-QO8.
The cash flows available to repay the notes are most significantly
impacted by the level of prepayments, as well as the timing and
amount of losses on the underlying mortgage pool.  Moody's applied
various combinations of loss and prepayment scenarios to evaluate
the adequacy of cash flows to fully amortize the rated notes.

The complete rating actions are:

Lehman XS Net Interest Margin Notes, Series 2007-QO8

         * Cl. A-1, Assigned A3
         * Cl. A-2, Assigned Baa3
         * Cl. A-3, Assigned Ba3
         * Cl. A-4, Assigned B2

The Notes are being offered in a privately negotiated transaction
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A and, in the case of
certain certificates, under Regulation S.


LENOX GROUP: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditor pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.

The company discloses that it would not have been in compliance
with certain financial covenants as of Dec. 30, 2006, had it not
temporarily amended its revolving credit facility, term loan
credit facility, and temporarily waived certain covenants.

The company reported a $49,268,000 loss on $502,506,000 of total
revenues for the year ended Dec. 31, 2006.

At Dec. 31, 2006, the Company's balance sheet showed $373,797,000
in total assets and $232,118,000 in total liabilities, resulting
in a $141,679,000 stockholders' equity.

                   Credit Facility Waiver

The company entered into waivers and amendments to the revolving
credit facility and the term loan credit facility on Feb. 9, 2007,
in connection with the company's noncompliance with the financial
covenants under the credit agreements for the period ended
December 30, 2006.  Pursuant to the waivers and amendments, the
lenders granted the company a limited waiver of noncompliance
through and including April 30, 2007, and temporarily amended
the agreements to adjust the leverage ratio and interest coverage
ratio levels for the first quarter of 2007.  In addition, the
amendment to the term loan facility increased the applicable
margin for loans by 0.25% per annum.  As consideration for the
amendments, the company paid amendment fees of $0.2 million.

The company had to negotiate amendments to the revolving and
term credit facilities or obtain new credit agreements with
other lenders on or before April 30, 2007, to avoid defaulting
its existing credit facilities.

At present, the company is currently in discussions with the
agent under its existing credit facilities as well as with other
potential lenders regarding a modified or new lending arrangement.
While the company is optimistic that it will be able to amend its
existing facilities or enter into new facilities.

A full-text copy of the company's 2006 Annual Report is available
for free at http://ResearchArchives.com/t/s?1b9a

                       About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
was formed on Sept. 1, 2005, when Department 56 Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal, and giftware
products.  The company sells its products through wholesale
customers who operate gift, specialty and department store
locations in the United States and Canada, company-operated retail
stores, and direct-to-the-consumer through catalogs, direct mail,
and the Internet.


LID LTD: Files for Bankruptcy in New York
-----------------------------------------
L.I.D., Ltd., filed for protection under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of New York.

"We had to take this action in order to protect our assets and the
integrity of the business in face of what we believe to be
unreasonable demands and actions taken by our bank lenders,"
L.I.D.'s Chief Executive Officer, Lyle M. Rose stated.  "Our
business will continue substantially as it has in the past and our
customers should expect no significant changes in our business,
quality of our product and customer satisfaction.  It is most
unfortunate that despite the fact that L.I.D. has dramatically
reduced its bank debt, and has no significant debt to the trade,
our bank lenders are unwilling to let us operate, as we need to
do, in order to continue our adjustment to a changing market.  We
expect that our Chapter 11 filing will enable us to better service
our customers and ultimately emerge as a highly profitable concern
once again."

A case summary of the company's bankruptcy filing was published in
yesterday's Troubled Company Reporter.

Headquartered in New York City, L.I.D. Ltd. manufactures diamond
jewelry and polished diamonds.  The company filed for Chapter 11
protection on March 17, 2007 (Bankr. S.D.N.Y. Case No. 07-10725).
Avrum J. Rosen, Esq., represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LONG BEACH: Moody's Puts Low-B Ratings Under Review
---------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade three certificates from a transaction, issued by Long
Beach Mortgage Loan Trust.  The transaction is backed by second
lien loans.

The projected pipeline loss has increased over the past a few
months and may affect the credit support for the three
certificates.  The certificates are being placed on review for
possible downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, may be too low
compared to the current projected loss numbers for the current
rating levels.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust

Review for Possible Downgrade:

    * Series 2006-A Class M-7, current rating Baa3, under review
      for possible downgrade

    * Series 2006-A Class B-1, current rating Ba1, under review
      for possible downgrade

    * Series 2006-A Class B-2, current rating Ba2, under review
      for possible downgrade


MACDERMID INC: Moody's Holds B2 Rating and Revises LGD Assessments
------------------------------------------------------------------
Moody's Investors Service affirmed MacDermid, Incorporated's B2
corporate family rating and revised the loss given default
assessments and LGD rates on MacDermid's proposed debt to reflect
a revision to the company's proposed debt financings.

Proceeds from the new debt offerings combined with private equity
investments from funds managed by Court Square Capital Partners
and Weston Presidio, along with an investment from MacDermid's
CEO, Daniel Leever, and management will be used to purchase all of
MacDermid's outstanding stock in a transaction valued at
approximately $1.3 billion.  The ratings outlook remains stable.

The revisions to the proposed debt financing structure include:

    * elimination of the $250 million guaranteed senior unsecured
      notes due 2014-2015 (ratings withdrawn),

    * a $100 million increase in the term loan principal amount to
      the US dollar equivalent of $610 million (the term loan will
      now have both a $360mm tranche and a Euro tranche) and

    * a $135 million increase in the senior subordinated notes due
      2017 to $350 million.

In addition to these changes, the company will have $15 million in
Japanese senior secured bank debt.  The revisions to the debt
structure have not impacted the issue ratings, but do impact the
LGD assessments and LGD rates.

The following summarizes the ratings activity:

MacDermid, Incorporated

Ratings affirmed:

    * Corporate family rating -- B2

    * Probability of default rating -- B2

    * $50 million Gtd sr sec revolving credit facility due 2013 -
      B1, LGD3, 34%

    * $360 million Gtd sr sec term loan due 2014 -- B1, LGD3, 34%

    * Euro Gtd sr sec term loan due 2014 -- B1, LGD3, 34%

    * $350 million Gtd sr subordinated notes due 2017 -- Caa1,
      LGD5, 87%

Ratings withdrawn:

    * $250 million Gtd sr unsec notes due 2014-2015 -- WR

MacDermid's B2 corporate family rating reflects the company's high
leverage, elevated interest expense and limited growth
opportunities in certain businesses.  The company has grown top
line sales over the past three years, however earnings have not
kept pace.  While the overall EBITDA for the company has been
relatively stable over the past three years, certain of the
company's businesses (primarily in the Advanced Surface Finishing
segment) have grown sales and profits, and other businesses
(primarily in the Printing Solutions segment) have turned in
lackluster returns. Moody's expect that MacDermid should be better
positioned to grow after the introduction of certain new products
and the integration of the 2005 Autotype acquisition. T he notes
will be privately placed and the company does not plan to register
the notes at a later time.  As a result, the company does not
anticipate that it will file public financial statements, but will
provide more abbreviated disclosure to debtholders.

The ratings are supported by MacDermid's relatively stable EBITDA
margins that have remained positive despite some adverse market
conditions over the past seven years, geographic, operation and
product diversity, strong market positions in certain niche
markets, modest capital expenditure requirements and limited
exposure to volatile raw materials costs.

The stable outlook reflects Moody's expectation that MacDermid
will be able to grow its sales and apply positive free cash flow
to debt reduction.  The outlook also assumes that MacDermid will
smoothly transition to a private ownership structure and be
capable of shouldering the significant new debt burden.  Before an
upgrade could be considered, Moody's would expect to see MacDermid
demonstrate the ability to generate EBITDA greater than $160
million per year and maintain a Debt / EBITDA ratio less than 7.0
times on a sustained basis as well as generate meaningful free
cash flow.  Should the company not be successful in improving
profitability and generating meaningful free cash flow to be
applied towards debt reduction, the ratings could come under
negative pressure.

MacDermid, headquartered in Denver, Colorado, is a global producer
of a wide variety of specialty chemicals (coatings, lubricants,
strippers, cleaners, etc.) and equipment for use in industries
ranging from plastic and metal surface treatment, off-shore oil
and gas exploration, to printing.  Revenues were $0.8 billion for
the LTM ended December 31, 2006.


MALDEN MILLS: Inks Exit Facility Deal with GECC, Stays in Chap. 11
------------------------------------------------------------------
Malden Mills Industries Inc. will now be liquidated under chapter
11 and not in a Chapter 7 proceeding as a result of last-minute
agreement with General Electric Capital Corp., Bill Rochelle of
Bloomberg News reports.

The source says that under the agreement, GECC will provide
$500,000 to fund distribution for Malden's unsecured creditors.

Prior to the GECC exit financing agreement, Malden and its debtor-
affiliates sought conversion of their chapter 11 cases to chapter
7 pursuant to a wind-down order issued by the U.S. Bankruptcy
Court for the District of Massachusetts.

The Debtors previously obtained Court authority to sell their
business to Chrysalis Capital Partners LLC for $44 million plus
assumed Liabilities but the sale did not generate enough cash to
fund a chapter 11 liquidation, Mr. Rochelle relates.

                       Polartec Acquisition

As reported in the Troubled Company Reporter on Mar. 15, 2007,
Polartec LLC completed the acquisition of the assets of Malden
Mills.

Polartec will continue manufacturing operations at its Lawrence
and Methuen, Massachusetts, Hudson, New Hampshire, and Shanghai,
China plants.  Michael Spillane, who served as chief executive
officer of Malden Mills during the past three years, has been
named the CEO of Polartec.  The balance of the management team
from Malden Mills will transition to their respective positions
within the new company.

                       About Malden Mills

Based in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

The company and four of its affiliates filed their second chapter
11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048
through 07-10052).  Laura Davis Jones, Esq., and Michael Seidl,
Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC,
represent the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets between $1
million to $100 million and estimated debts of more than $100
million.  The Debtors' exclusive period to file a chapter 11 plan
expires on May 10, 2007.

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).


MASTR SECOND: Moody's Junks Rating on 2006-1 Class M-8 Loans
------------------------------------------------------------
Moody's Investors Service has downgraded three tranches and has
placed under review for possible downgrade one tranche from two
deals issued by MASTR Second Lien Trust in 2005 and 2006.  The
underlying collateral for these deals consists of second-lien,
fixed-rate residential mortgage loans.  The collateral in the
2005-1 was primarily originated by Accredited Home Lender (42%)
and the collateral in the 2006-1 was primarily originated by
Fremont Investment & Loans (47%) and American Home (31%).  The
loans are serviced by Irwin Union Bank and Trust Company.

The certificates have been downgraded and placed on review for
possible downgrade based upon the weaker than anticipated
performance of the mortgage collateral and the resulting erosion
of credit support.  The overcollateralization in the 2005-1 deal
has been fully exhausted and the unrated M-10 tranche is currently
realizing losses.  In addition, the overcollateralization in the
2006-1 deal is almost fully depleted and the M-8 tranche is likely
to experience losses in the near future.  Furthermore, existing
credit enhancement levels may be low given the current projected
losses on the underlying pools.

Complete rating actions are:

Issuer: MASTR Second Lien Trust

Downgrade:

    * Series 2005-1, Class M-8, downgraded from Ba2 to B1
    * Series 2006-1, Class M-7, downgraded from Ba1 to B3
    * Series 2006-1, Class M-8, downgraded from Ba2 to Caa2

Review for Possible Downgrade:

     * Series 2006-1, Class M-6, current rating Baa3, under review
       for possible downgrade


MERRILL LYNCH: Moody's Places Ba2 Ratings Under Review
------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade four certificates issued by Merrill Lynch Mortgage
Investors Trust Series 2004-SL1 and 2004-SL2.  The 2004-SL1
transaction is failing its cumulative loss trigger and delinquency
trigger, and the 2004-SL2 is failing its delinquency trigger,
allowing both transactions to pay sequentially.

Moody's Investors Service has also placed on review for possible
downgrade two subordinated certificates from Merrill Lynch
Mortgage Investors Trust Series 2004-SL1 and 2004-SL2.  These
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  These transactions are backed by
sub-prime second-liens, and have seen recent losses that have
exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust

Review for Possible Upgrade:

    * Series 2004-SL1 Class B-1, current rating Baa2, under review
      for possible upgrade

    * Series 2004-SL1 Class B-2, current rating Baa3, under review
      for possible upgrade

    * Series 2004-SL2 Class-M-3, current rating A3, under review
      for possible upgrade

    * Series 2004-SL2 Class B-1, current rating Baa1, under review
      for possible upgrade

Review for Possible Downgrade:

    * Series 2004-SL1 Class B-3, current rating Ba2, under review
      for possible downgrade

    * Series 2004-SL2 Class B-4, current rating Ba2, under review
      for possible downgrade


METRIS MASTER: Fitch Holds BB+ Rating on 2005-2 Class D Securities
------------------------------------------------------------------
Fitch Ratings recently completed a portfolio review of 681 classes
of securities rated by Fitch in the U.S. credit card asset-backed
securities sector.  While Fitch's surveillance efforts are
continuous and include a review of monthly servicing reports to
monitor transaction performance, formal portfolio reviews are also
conducted periodically.  The transactions were examined in order
to compare performance across the industry and included an
evaluation of the historical performance of the transactions, an
examination of any changes to key metrics or trust composition,
and an assessment of total available credit enhancement.

As a result of the review, Fitch affirms these outstanding ratings
as:

Metris Master Trust

Series 2002-4

    -- Class A at 'AAA'.

Series 2004-1

    -- Class A at 'AAA'.

Series 2005-1

    -- Class A at 'AAA';
    -- Class B at 'AA-';
    -- Class M 'AA+';
    -- Secured Notes C at 'BBB+';
    -- Secured Notes D at 'BBB'.

Series 2005-2

    -- Class A at 'AAA';
    -- Class B at 'A';
    -- Class C at 'BBB';
    -- Class D at 'BB+';
    -- Class M at 'AA'.


MTI TECHNOLOGY: Has Until April 9 to Regain Compliance with Nasdaq
------------------------------------------------------------------
MTI Technology Corp. received a Nasdaq Staff Deficiency Letter,
saying that the company's market value of listed securities was
below the $35,000,000 minimum required for continued listing on
the Nasdaq Capital Market for 10 consecutive trading days, as
required in Nasdaq Marketplace Rule 4310(c)(2)(B)(ii).

In accordance with Nasdaq Marketplace Rule 4310(c)(8)(C), the
company is given 30 calendar days from the date of notification,
or until April 9, 2007, to regain compliance with Marketplace Rule
4310(c)(2)(B)(ii).

If, at any time before April 9, 2007, the market value of the
company's listed securities is $35,000,000 or more for a minimum
of 10 consecutive business days, Nasdaq will determine if MTI
complies with Marketplace Rule 4310(c)(2)(B)(ii).  Otherwise,
Nasdaq will provide written notice to the company that its
securities will be delisted.  At that time, MTI would be permitted
to appeal Nasdaq's determination to a Listing Qualifications
Panel.

The Nasdaq Deficiency Letter also stated that, based on
information contained in MTI's periodic reports filed with the
Securities and Exchange Commission, the company does not comply
with Marketplace Rules 4310(c)(2)(B)(i) or 4310(c)(2)(B)(iii),
which require minimum stockholders' equity of $2,500,000 or net
income from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently
completed fiscal years.

Pursuant to Marketplace Rule 4310(c)(2)(B), for continued listing
MTI must satisfy either the minimum stockholders' equity
requirement, the minimum market value of listed securities
requirement or the minimum net income from continuing operations
requirement.

As previously disclosed, MTI was notified by Nasdaq on Nov. 7,
2006, that it failed to comply with the $1.00 minimum bid price
requirement for continued listing on the NASDAQ Capital Market
under Nasdaq Marketplace Rule 4310(c)(4).

MTI remains subject to a 180-day "grace" period within which to
regain compliance with the minimum bid price requirement for
continued listing on the NASDAQ Capital Market, which expires on
May 7, 2007.  The "grace" period only applies to the minimum bid
price requirement.

If MTI's closing bid price is at least $1.00 for a period of at
least 10 consecutive trading days prior to May 7, 2007, it will be
deemed to have regained compliance with the minimum bid price
requirement.  Otherwise, the company will have an additional 180-
day period to evidence compliance with that requirement if it
satisfies the initial listing requirements for the Nasdaq Capital
Market.

MTI intends to monitor the market value of its listed securities
and consider available options if its common stock does not trade
at a level likely to result in MTI regaining compliance with the
minimum market value of listed securities requirement and the
minimum bid price requirement within the required timeframes.

                       About MTI Technology

MTI Technology Corporation -- http://www.mti.com/-- is a multi-
national provider of professional services and comprehensive data
storage solutions for mid to large-size organizations.  As a
strategic partner of EMC (NYSE:EMC), MTI offers the best data
storage, protection and management solutions available today. MTI
currently serves more than 3,000 customers throughout North
America and Europe.

                           *     *    *

MTI Technology's balance sheet at Dec. 31, 2005, showed a
stockholders' deficit of $2.6 million.


NEW CENTURY: DBSP Wants Immediate Payment Loan
----------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that it has received a
subsequent termination and acceleration relating to repurchase
agreement notice from DB Structured Products Inc., dated March 14,
2007.

The company previously received a reservation of rights notice
from DBSP, dated March 10, 2007, alleging that certain events of
default have occurred pursuant to a master repurchase agreement
dated Sept. 2, 2005, by and among certain of the company's
subsidiaries; and DBSP, Aspen Funding Corp., Newport Funding
Corp., Tucson Funding LLC and Gemini Securitization Corp. LLC.

According to the company, the March 14 notice reiterates DBSP's
allegations that events of default have occurred and purports to
accelerate the obligation of the company's subsidiaries to
repurchase all outstanding mortgage loans financed under the 2005
DBSP Agreement.

Under the 2005 DBSP Agreement, the acceleration would require the
immediate repayment of the repurchase obligation.  The company
estimates that the aggregate repurchase obligation (the
outstanding mortgage loans financed) of its subsidiaries under the
2005 DBSP Agreement was approximately $0.7 billion as of March 12,
2007.

Additionally, New Century Financial received a termination and
acceleration relating to repurchase agreement notice from DBSP,
dated March 15, 2007.

The company previously received two reservation of rights notices
from DBSP, each dated March 10, 2007, alleging that certain events
of default have occurred pursuant to the master repurchase
agreement dated April 14, 2006, by and among certain of the
company's subsidiaries; and DBSP, Aspen Funding Corp., Newport
Funding Corp. and Gemini Securitization Corp. LLC.

The company says that the March 15 notice reiterates DBSP's
allegations that events of default have occurred and purports to
accelerate the obligation of the company's subsidiaries to
repurchase all outstanding mortgage loans financed under the 2006
DBSP Agreement.

Under the 2006 DBSP Agreement, the acceleration would require the
immediate repayment of the repurchase obligation.  The company
estimates that the aggregate repurchase obligation (the
outstanding mortgage loans financed) of its subsidiaries under the
2006 DBSP Agreement was approximately $0.2 billion as of March 12,
2007.

                      Repurchase Obligations

In certain of the company's recent current reports on Form 8-K,
the company disclosed the amount of its "repurchase obligations"
under certain of its repurchase credit facilities.

According to the company, the "repurchase obligations" refer to
the amount of outstanding mortgage loans financed under the
repurchase credit facilities, as opposed to the company's
obligation to repurchase whole loans that have been sold to third
parties if:

   -- a payment default by the underlying borrower occurs within a
      certain period of time following such a whole loan sale,
      which the Company refers to as "early payment defaults;" or

   -- the company breaches its representations and warranties made
      to the purchasers of whole loans under a loan sale
      agreement.

In the aggregate, the company says it is subject to indebtedness
under its credit facilities, the vast majority of which are
structured as repurchase credit facilities, of approximately
$8.2 billion.

In comparison, the company relates that it has been notified that
purchasers of whole loans have submitted claims requesting that
the company repurchase an aggregate of approximately $0.5 billion
of whole loans sold to third parties as a result of early payment
defaults and breaches of representations and warranties.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NEW CENTURY: Receives Cease & Desist Orders from Four More States
-----------------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that on March 14 and
15, 2007, the company received additional cease and desist orders
from the states of Connecticut, Maryland, Rhode Island and
Tennessee.

On March 13, 2007, New Century received cease and desist orders
from the States of Massachusetts, New Hampshire, New Jersey and
New York.

Consistent with the March 13 Orders, the March 14-15 Orders
contain allegations that certain of the company's subsidiaries
have engaged in violations of applicable state law, including,
among others, failure to fund mortgage loans after closing.

Additionally, on March 14, 2007, NCMC and Home123 Corporation, an
indirect wholly owned subsidiary of the company, entered into a
consent agreement and order, dated March 14, 2007, with the
Commonwealth of Pennsylvania Department of Banking, Bureau of
Supervision and Enforcement.

Consistent with the March 13 Orders, the March 14-15 Orders and
the Consent Agreement seek to restrain the company's subsidiaries
from taking certain actions, including, among others, engaging in
alleged violations of state law and taking new applications for
mortgage loans in the relevant jurisdiction.

The March 14-15 Orders and the Consent Agreement also seek to
cause the subsidiaries to affirmatively take certain actions,
including the creation of escrow accounts to hold fees relating to
pending mortgage applications, the transfer to other lenders of
the outstanding mortgage applications and unfunded mortgage loans
held by the subsidiaries, and the provision of regular information
to the state regulators regarding the subsidiaries' activities in
the applicable state, including the status of all outstanding
mortgage applications and unfunded mortgage loans in that state.

Certain of the March 14-15 Orders also seek to revoke the licenses
of one or more of the company's subsidiaries or assess
administrative penalties.

The March 14-15 Orders generally become permanent if not promptly
appealed by the applicable subsidiaries.  The company and its
subsidiaries are reviewing the March 14-15 Orders and accordingly
have not yet determined whether they will appeal all or any
portion of the March 14-15 Orders.

                    Ohio State Court Issues TRO

On March 14, 2007, in connection with a civil action filed against
the company, NCMC, and Home123 on March 14, 2007 in an Ohio state
court by the Attorney General of Ohio and the Ohio Division of
Commerce, Division of Financial Institutions, that Ohio state
court issued a temporary restraining order, which was subsequently
modified by the court on March 16, 2007, against the company,
NCMC, and Home123.

The complaint and the TRO contain allegations that the company,
NCMC, and Home123 have engaged in violations of applicable state
law, including, among others, failure to fund mortgage loans after
closing.

The TRO restrains the company, NCMC, and Home123 from taking
certain actions, including, among others:

   a) engaging in violations of state law;

   b) soliciting applicants and taking new applications for
      mortgage loans in Ohio; and

   c) initiating, prosecuting or enforcing foreclosure actions in
      Ohio.

The TRO also requires the defendants to confer with the Ohio
Attorney General and Division of Commerce by March 22, 2007,
regarding the treatment of Ohio loans that are more than 60 days
delinquent and are held for sale.

According to the company, the restraints imposed by the TRO could
further harm its business.  The company says it is reviewing the
complaint and the TRO and accordingly has not yet determined
whether it will appeal all or any portion of the TRO.  Subject to
its funding limitations, the company intends to comply with the
TRO pending any such appeal.

The company anticipates that cease and desist orders will continue
to be received by the company and its subsidiaries from additional
states in the future and that the company and its subsidiaries may
enter into additional consent agreements similar to the Consent
Agreement.

The company says it does not undertake, and expressly disclaims,
any obligations to update the disclosure for any additional cease
and desist orders or consent agreements or for any developments
with respect to the March 14-15 Orders, the Consent Agreement or
the Complaint and the TRO.

The company intends to continue to cooperate with its regulators
in order to mitigate the impact on consumers resulting from the
company's funding constraints.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NEW CENTURY HOME: Moody's Reviews Ratings and May Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgraded five certificates from a transaction, issued by New
Century Home Equity Loan Trust.  The transaction is backed by
second lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: New Century Home Equity Loan Trust

Review for Downgrade:

    * Series 2006-S1 Class M4, current rating Baa1, under review
      for possible downgrade

    * Series 2006-S1 Class M5, current rating Baa2, under review
      for possible downgrade

    * Series 2006-S1 Class M6, current rating Baa3, under review
      for possible downgrade

    * Series 2006-S1 Class M7, current rating Ba1, under review
      for possible downgrade

    * Series 2006-S1 Class M8, current rating Ba2, under review
      for possible downgrade


NEWPOWER HOLDINGS: Court Approves Final Distribution
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division entered an order authorizing NewPower Holdings,
Inc. to make a final distribution, pursuant to the company's
Second Amended Chapter 11 Plan, to holders of the company's common
stock, warrants and options.

The amount of the final distribution and the record date for
determining holders of allowed interests eligible for such
distribution will be determined following the approval by the
Bankruptcy Court of the aggregate proposed reserve.

Pursuant to the Final Distribution Order, the company will file
its aggregate proposed reserve with the Bankruptcy Court on or
before March 21, 2007.  If there are no objections to the proposed
reserve, the company expects to make the final distribution on or
about May 10, 2007.

Pursuant to the Final Distribution Order, the company is also
authorized to effect its dissolution under Delaware General
Corporate Law and to take steps to facilitate the closure of the
company's chapter 11 cases.

NewPower Holdings Inc. and its debtor-affiliates filed for
chapter 11 protection on June 11, 2002 (Bankr. N.D. Ga. 02-10836).
Paul K. Ferdinands, Esq., at King & Spalding and William M.
Goldman, Esq., at Sidley Austin Brown & Wood LLP represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
reported $231,837,000 in assets and $87,936,000 in debts.

On Aug. 15, 2003, the U.S. Bankruptcy Court for the Northern
District of Georgia, Newnan Division, confirmed the Second Amended
Chapter 11 Plan with respect to NewPower Holdings, Inc., and TNPC
Holdings, Inc., a wholly owned subsidiary.  That Plan became
effective on Oct. 9, 2003, with respect to the company and TNPC.

On Feb. 28, 2003, the Bankruptcy Court confirmed The New
Power Company's Plan, and that Plan has been effective as of
March 11, 2003 with respect to New Power.  The New Power Company
is a wholly owned subsidiary of the company.


NORTEL NETWORKS: Posts $80 Mil. Net Loss in Quarter Ended Dec. 31
-----------------------------------------------------------------
Nortel Networks Corp. reported a net loss of $80 million for the
fourth quarter ended Dec. 31, 2006, compared with a net loss of
$2.286 billion for the fourth quarter of 2005.

Fourth quarter 2006 results included a gain of $164 million on the
sale of assets, a shareholder litigation expense of $234 million
reflecting a mark-to-market adjustment of the share portion of the
global class action settlement and special charges of $29 million
for restructuring.  Fourth quarter 2005 results included a
litigation expense of $2.474 billion, a tax benefit of
$134 million and special charges of $24 million.

Revenues for the fourth quarter of 2006 were $3.32 billion.
Nortel achieved year over year revenue increases of 10 percent in
the quarter as it continued to drive its core strategy and expand
its business through growth in the company's four operating
segments.

For the year 2006, revenues were $11.42 billion compared to
$10.51 billion for the year 2005.  The company reported net
earnings for the year 2006 of $28 million, compared with a net
loss of $2.61 billion for the year 2005.

Net earnings for the year 2006 included a shareholder litigation
recovery of $219 million reflecting mark-to-market adjustments of
the share portion of the global class action settlement, special
charges of $105 million primarily related to restructuring
activities, a benefit of approximately $43 million related to the
changes to the North American employee benefit plans and a benefit
of $206 million related to the sale of assets.  The year 2005
results included a litigation expense of $2.474 billion, special
charges of $169 million and $47 million of costs related to the
sale of businesses and assets.

"A relentless focus on execution in 2006 delivered solid progress
on our Business Transformation plan and laid the foundations upon
which Nortel will build its future.  I am particularly pleased
with the progress made in the fourth quarter as we grew revenues
by 10 percent, grew our backlog, and improved operating margin and
operating cash flow performance.  In fact, the fourth quarter
operating margin, was the highest in eight quarters and the
operating cash flow performance for 2006 was the best since 1998,"
said Mike Zafirovski, Nortel president and chief executive
officer.  "We are 100% focused on the future and are taking the
necessary steps to reduce costs, grow revenues faster than the
market in key next-generation solutions and position the company
for profitable growth.  There is a significant amount of work left
to be done, but today Nortel is stronger than it has been in
years."

Gross margin was 40 percent of revenue in the fourth quarter of
2006, reflecting a strong contribution from the LG-Nortel joint
venture and code division multiple access (CDMA) solutions.  This
compares to gross margin of 39 percent for the fourth quarter of
2005.  Compared to the fourth quarter of 2005, there were
significant improvements in Mobility and Converged Core Networks
(MCCN) gross margins due to the negative impact of certain
contracts in the fourth quarter of 2005 not repeated in the fourth
quarter of 2006, partially offset by a significant decline in
Metro Ethernet Networks (MEN) margins due to product mix and lower
margins in Enterpise Solutions (ES) and Global Services (GS).

Selling, general and administrative expenses were $694 million in
the fourth quarter of 2006, compared to $683 million for the
fourth quarter of 2005.  Compared to the fourth quarter of 2005,
SG&A was impacted by the consolidation of the LG-Nortel joint
venture, higher accruals for commission and bonus payments, and
higher costs related to the company's business transformation
initiatives, partially offset by lower restatement related and
employee benefit plan costs.

Research and Development expenses were $488 million in the fourth
quarter of 2006, compared to $457 million for the fourth quarter
of 2005.  R&D expenses in the fourth quarter of 2006 was impacted
by increased investment in targeted product areas, higher accruals
for bonus payments and the impact of the consolidation of the LG-
Nortel joint venture, partially offset by lower employee benefit
plan costs.

Special charges in the fourth quarter of 2006 of $29 million
included $13 million related to the company's prior restructuring
plans and $17 million for the restructuring program announced
on June 27, 2006.

Other income was $34 million of income for the fourth quarter of
2006, which primarily included interest and dividend income of
$47 million.

Minority interest expense was $58 million in the fourth quarter of
2006, compared to $2 million for the fourth quarter of 2005.  The
increase in minority interest expenses was primarily driven by the
profitability of the LG-Nortel joint venture in the fourth quarter
of 2006 resulting from the recognition of previously deferred
revenue.

Interest expense on long term debt was $84 million in the fourth
quarter of 2006, compared to $54 million for the fourth quarter of
2005.  Interest expense on long term debt was up due to the
increase in interest costs associated with the $2 billion
aggregate principal amount of senior notes issued in July 2006.

Cash balance at the end of the fourth quarter of 2006 was
$3.49 billion, up from $2.6 billion at the end of the third
quarter of 2006.  This increase was primarily driven by positive
cash from operations of $520 million as well as $306 million in
cash received upon the closing of the sale of certain assets and
liabilities related to the UMTS Access business.

At Dec. 31, 2006, the company's balance sheet showed
$18.979 billion in total assets, $17.079 billion in total
liabilities, $779 million in minority interests in subsidiary
companies, and $1.121 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1ba8

                            About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

                           *     *     *

Nortel Network's 4-1/4% Convertible Senior Notes due Sept. 1, 2008
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


NOVELIS INC: Posts $275 Million Net Loss in Year Ended December 31
------------------------------------------------------------------
Novelis Inc. reported a net loss of $275 million on net sales of
$9.849 billion for the year ended Dec. 31, 2006, compared with net
income of $90 million on net sales of $8.363 billion for the year
ended Dec. 31, 2005.

In 2006, the company reduced its total debt by $195 million.
Despite a challenging metal price environment, Novelis has reduced
its debt by $516 million since the company's inception in January
2005.  Cash and cash equivalents as of Dec. 31, 2006, were
$73 million.

Total rolled products shipments increased to 2,960 kilotonnes in
2006 from 2,873 kilotonnes in 2005.  This increase was primarily
due to increased shipments to the can market in North and South
America and Europe, as well as increased shipments of hot- and
cold-rolled intermediate products in Europe.

The 2006 net loss includes almost no tax benefit largely because
the company recorded $71 million of additional valuation
allowances related primarily to tax losses in certain
jurisdictions where it does not expect to be able to utilize those
losses.  Additionally, the company incurred added tax expense
associated with certain exchange items for which there was no pre-
tax benefit.  Cash taxes paid in 2006 were $68 million.

Novelis' earnings in 2006 were adversely affected by higher metal
prices, which the company was unable to completely pass through to
certain customers as a result of metal price ceilings on a portion
of its can sheet sales in North America.  In 2006, Novelis was
unable to pass through approximately $475 million of metal price
increases associated with sales under these contracts.  This
impact was partially offset by internal and external hedges,
including $63 million of gains from the change in fair value of
derivative instruments.  Additional items adversely affecting
earnings include higher energy and transportation costs; the
adverse effects of currency exchange rates; and expenses related
to the company's restatement and review process, delayed financial
reporting and continued reliance on third- party consultants to
support its financial reporting requirements.

Ed Blechschmidt, acting chief executive officer of Novelis, said,
"In the past year we made significant progress in strengthening
the company for the future.  We have taken steps to streamline the
manufacturing operations and to introduce supply chain
improvements.  We have also improved our financial controls and
procedures and our risk management capabilities.  At the same
time, we have strengthened our focus on customer satisfaction,
supported by innovations such as the Novelis Fusion(TM) technology
for multi-alloy sheet products.  We believe that the fundamentals
of the business, our operations and our market position are
strong, and that we are well positioned to build on our
accomplishments as we look forward to our acquisition by
Hindalco."

On Feb. 11, 2007, Hindalco Industries Limited and Novelis
announced that they have entered into a definitive agreement for
Hindalco to acquire the outstanding shares of Novelis.  Under the
terms of the agreement, Novelis shareholders will receive $44.93
in cash for each outstanding common share upon the closing of the
sale transaction.

At Dec. 31, 2006, the company's balance sheet showed
$5.792 billion in total assets, $5.439 billion in total
liabilities, $158 million in minority interests in equity of
consolidated affiliates, and $195 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?1b96

                         About Novelis Inc.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global leader in aluminum
rolled products and aluminum can recycling.  The company operates
in 11 countries and has approximately 12,900 employees.  Novelis
has the capability to provide its customers with a regional supply
of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America and South America.  Through
its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.

                           *     *     *

Novelis Inc. carries Moody's Investors Service's B1 rating.


PENN NATIONAL: Earns $327.1 Million in Year Ended December 31
-------------------------------------------------------------
Penn National Gaming Inc. reported net income of $327.1 million on
net revenues of $2.244 billion for the year ended Dec. 31, 2006,
compared with net income of $120.9 million on net revenues of
$1.369 billion for the year ended Dec. 31, 2005.

Net revenues increased $875.4 million, or 63.9%, for the year
ended Dec. 31, 2006, as compared to the year ended Dec. 31, 2005,
primarily due to the acquisition of Argosy Gaming Company, growth
at several of the company's properties, including the Charles Town
Entertainment Complex, and the contribution of Hollywood Slots at
Bangor.

During the year ended Dec. 31, 2006, financial results benefited
from a settlement agreement with the company's property and
business interruption insurance providers for a total of
$225 million for Hurricane Katrina-related losses at the Hollywood
Casino Bay St. Louis and Boomtown Biloxi properties, as well as
minor proceeds related to the company's National Flood Insurance
coverage and auto insurance claims.  Reflecting the settlement
agreement, the company recorded a pre-tax gain of $128.3 million.

As a result of the company's entry into the Second Amendment to
the Purchase Agreement and Release of Claims ("Amendment and
Release") with the Mohegan Tribal Gaming Authority (MTGA), the
company recorded a net book gain on the $250 million sale of The
Downs Racing Inc. and its subsidiaries to the MTGA of $114 million
during the year ended Dec. 31, 2006.

As a result of the increased asset values resulting from the
reconstruction at Hollywood Casino Bay St. Louis, the company
determined that all of the goodwill associated with the original
purchase of the property was impaired.  Accordingly, the company
recorded a pre-tax charge of $34.5 million during the year ended
Dec. 31, 2006.

Gaming revenue increased by $846.3 million, or 69.9%, to
$2.057 billion in 2006, due to the Argosy acquisition, growth at
the Charles Town Entertainment Complex, Hollywood Casino Aurora
and Hollywood Casino Baton Rouge (formerly known as Casino Rouge),
and the introduction of the Hollywood Slots at Bangor temporary
facility.  The increase in gaming revenue in 2006 was offset by a
decrease at Hollywood Casino Bay St. Louis.

The addition of the Argosy properties increased gaming revenues by
$761.6 million in 2006.

Gaming expenses increased by $416.8 million, or 64.5%, to
$1.063 billion in 2006, due to the Argosy acquisition, increases
at the Charles Town Entertainment Complex and Hollywood Casino
Aurora, and the introduction of the Hollywood Slots at Bangor
temporary facility.  The increase in gaming expenses in 2006 was
offset by a decrease at Hollywood Casino Bay St. Louis.

The addition of the Argosy properties increased gaming expenses by
$385.8 million in 2006.

Food, beverage and other expenses increased by $78.2 million, or
47.3%, to $243.7 million in 2006.  The addition of the Argosy
properties increased food, beverage and other expenses in 2006 by
$92 million.  The increase observed in 2006 was offset by
decreases at Hollywood Casino Bay St. Louis and Boomtown Biloxi,
where food, beverage and other expenses declined by $9.2 million
and $2.2 million, respectively.

General and administrative expenses increased by $137.8 million,
or 71.8%, to $329.7 million in 2006.

The addition of the Argosy properties increased general and
administrative expenses by $86 million in 2006.

Hollywood Casino Baton Rouge recorded one-time settlement costs of
$28.2 million during the year ended Dec. 31, 2005.  The charge was
part of the $30.5 million Settlement and Property Purchase
Agreement, which terminated litigation between the parties,
terminated the lease and mutually released all claims of the
parties.  The property acquired consists of land on the
Mississippi River on which Hollywood Casino Baton Rouge conducts a
significant portion of its dockside operations.

Depreciation and amortization expense increased by $51.4 million,
or 70.9%, to $124 million in 2006.  The addition of the Argosy
properties increased depreciation and amortization expense by
$45.4 million in 2006.

Interest expense increased by $107 million, or 119.7%, to
$196.3 million in 2006, as a result of the company's entry into a
new senior secured credit facility in late 2005.  The proceeds of
the senior secured credit facility were used to, among other
things, fund the consummation of the acquisition of Argosy, repay
the company's and Argosy's existing credit facilities, fund
Argosy's repurchase of all of its 9% senior subordinated notes and
7% senior subordinated notes tendered in the previously-announced
tender offers and pay certain fees and expenses in connection the
aforementioned transactions.

The company recorded a $10 million loss on early extinguishment of
debt during the year ended Dec. 31, 2006, as a result of the
redemption of $175 million in aggregate principal amount of its
outstanding 8 7/8% senior subordinated notes due March 15, 2010.
In 2005, the company recorded an $18 million loss on early
extinguishment of debt as a result of the following: $14 million
loss for the redemption of the company's $200 million 11 1/8%
senior subordinated notes and a $5.7 million loss for the write-
off of deferred finance charges relating to the termination of the
company's previous senior secured credit facility, offset by a
$1.7 million pre-tax gain for the termination of swap contracts
related to the repaid loans.

The increase in the company's effective tax rate to 42.4% for the
year ended Dec. 31, 2006, as compared to 38.5% for the year ended
Dec. 31, 2005, reflects the impact of operating results in
jurisdictions with higher state income tax, an adjustment for
items identified in preparation of the company's tax returns, and
the non-deductibility of permanent differences.  These items were
partially offset by the state income tax impact of the insurance
gain, which occurred in a jurisdiction with a lower state income
tax rate.

Discontinued operations reflect the results of Hollywood Casino
Shreveport, The Downs Racing Inc, and the sale of Argosy Casino
Baton Rouge.  The company had a net loss, net of tax benefit, from
discontinued operations of $4.1 million in 2005.

At Dec. 31, 2006, the company's balance sheet showed
$4.514 billion in total assets, $3.592 billion in total
liabilities, and $921.2 million in total stockholders' equity.

At Dec. 31, 2006, the company's balance sheet showed strained
liquidity with $402 million in total current assets available to
pay $415.7 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b90

                             Cash Flows

Net cash provided by operating activities was $281.8 million and
$150.5 million for 2006 and 2005, respectively.  Net cash provided
by operating activities for 2006 included net income of
$327.1 million, non-cash reconciling items, such as depreciation,
amortization and the tax benefit from the exercise of stock
options, of $900,000, offset by net changes in current asset and
liability accounts of $46.2 million.

Net cash used in investing activities totaled $302.3 million and
$1.978 billion for 2006 and 2005, respectively.  Net cash used in
investing activities for 2006 included expenditures for property
and equipment totaling $408.9 million, offset by insurance
proceeds from Hurricane Katrina of $104.1 million and proceeds
from the sale of property and equipment totaling $2.4 million.

Net cash provided by financing activities totaled $56.4 million
and $1.873 billion for 2006 and 2005, respectively.  Net cash
provided by financing activities for 2006 included proceeds from
the sale of stock options totaling $12.2 million, proceeds from
the issuance of long-term debt equaling $195.7 million, and
principal payments on the long-term debt totaling $177.1 million.
Net cash provided by financing activities for 2006 also included
$32.5 million in proceeds from insurance financing, offset by
$19.3 million in payments on insurance financing, as well as the
tax benefit from stock options exercised which equaled
$12.4 million.

                     About Penn National Gaming

Penn National Gaming Inc. -- http://www.pngaming.com/-- owns and
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates sixteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's operated facilities feature
approximately 21,000 slot machines, over 400 table games,
approximately 1,500 hotel rooms and approximately 750,000 square
feet of gaming floor space.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service's affirmed on Oct. 5 Penn National
Gaming Inc.'s Ba2 Corporate Family Rating and revised its Ba3
rating on the company's 6-7/8% senior subordinated notes to B1.


PENN TREATY: S&P Retains Negative CreditWatch on B Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it would keep its 'B'
counterparty credit and financial strength ratings on Penn Treaty
Network America Insurance Co. on CreditWatch with negative
implications.

"This announcement follows parent company Penn Treaty American
Corp.'s (NYSE:PTA) 8-K filing with the SEC, containing all of the
material to be included in the company's 10-K filing for 2005,
with the exception of the auditor's opinion," said Standard &
Poor's credit analyst Neal Freedman.

The ratings were placed on CreditWatch negative on Aug. 1, 2006,
due to PTA's delay in releasing year-end 2005 audited financial
statements.  PTA expects to receive an unqualified auditor's
opinion for its year-end 2005 GAAP financial statements by March
21, 2007.

PTA's 2005 results, included in the 8-K, were supportive of the
current ratings on PTNA, but they lacked an auditor's opinion.
Standard & Poor's will keep PTNA on CreditWatch negative pending
the review of PTA's audited year-end 2005 and 2006 results.  In
the interim, we will continue to monitor and analyze PTNA's filed
statutory financial statements and review transactions necessary
to assess the company's creditworthiness.


PENTON MEDIA: Proposed PIK Loan Offering Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Penton Media Holdings Inc. on CreditWatch with negative
implications.  The action followed the company's announcement of a
proposed offering of a $150 million floating-rate high-coupon pay-
in-kind loan due 2015, to finance a special dividend.

At the same time, Standard & Poor's placed all ratings, including
the 'B' corporate credit ratings, on the operating entities and
coborrowers -- Penton Business Media Inc. (formerly known as Prism
Business Media Inc.) and Penton Media Inc. -- on CreditWatch with
negative implications.

The additional debt would raise not only consolidated leverage but
also the refinancing risk of the senior secured facilities when
they mature in 2012 and 2013.  Penton is offering the loan at its
newly created super holding company, Penton Media Group Holdings
Inc.  Penton Media Group Holdings' total consolidated debt, pro
forma for the February 2007 acquisition of Penton Media Inc. by
Prism Business Media Inc. and the holding company note
transaction, was $1 billion at Dec. 31, 2006.

"The transaction increases the company's pro forma leverage," said
Standard & Poor's credit analyst Tulip Lim.  "We believe that the
company's traditional businesses face mature, slow growth
prospects, and that leverage will remain high because of the rapid
accretion of the holding company notes."

Standard & Poor's will lower the corporate credit ratings to 'B-'
upon completion of the transaction, and the outlooks will likely
be stable.


PHELPS DODGE: Shareholders Approve Freeport-McMoran Copper Merger
-----------------------------------------------------------------
Shareholders of Freeport-McMoRan Copper & Gold Inc. and Phelps
Dodge Corporation approved FCX's acquisition of Phelps Dodge at
special meetings held March 14, 2007.  At each meeting,
approximately 98% of the votes cast supported the transaction.

"We are pleased with the approval from shareholders which will
allow us to complete the acquisition of Phelps Dodge," Richard C.
Adkerson, FCX's President and Chief Executive Officer, said.
"This is an exciting time for our company as we transform FCX into
the world's largest publicly traded copper producer."

Under the terms of the merger agreement, Phelps Dodge shareholders
will receive $88 in cash and 0.67 of a share of FCX's common stock
for each Phelps Dodge common share, which is equivalent to a value
of $125.53 based on the closing price of FCX's common stock on
March 13, 2007.  The cash portion of $18 billion represents 70% of
the total consideration.  Following completion of the transaction,
there will be approximately 334 million shares outstanding.

The transaction is expected to close on March 19, 2007.

FCX stockholders also approved an increase in the number of
authorized shares of FCX common stock from 423.6 million to
700 million.

Upon the closing of the merger, FCX will operate a geographically
diverse portfolio of long-lived reserves of copper, gold and
molybdenum.  The Grasberg mine, the world's largest copper and
gold mine in terms of reserves, will be the key asset of the
combined company.  FCX will operate significant mining operations
in North and South America and will proceed with the initial
development of the world-class Tenke Fungurume project in the
Democratic Republic of Congo.

           About Freeport-McMoran Copper & Gold Inc.

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

                 About Phelps Dodge Corp.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Fitch assigned the ratings to Freeport-McMoRan Copper & Gold and
downgraded the ratings of Phelps Dodge in connection with FCX's
pending acquisition of Phelps Dodge for $25.9 billion in cash and
stock.

Fitch downgraded Phelps Dodge's Cyprus Amax 7.375% Notes due May
2007, to be secured and to be guaranteed by FCX from 'BBB' to
'BB-'; and its Senior Unsecured Notes and Debentures to be
guaranteed by FCX from 'BBB' to 'BB-'.


PHOTRONICS INC: Earns $7.58 Million in Quarter Ended January 28
---------------------------------------------------------------
Photronics, Inc., during the first quarter of fiscal year 2007,
reported a net income of $7.58 million on net sales of
$105.98 million, versus a net income of $9.69 million on net sales
of $111.94 million during the first quarter of fiscal year 2006.

The company listed $962.73 million in total assets, $287.1 million
in total liabilities, and $47.94 million in minority interests,
resulting to $627.69 million in total shareholders' equity as of
Jan. 28, 2007.

The company's working capital increased to $142.7 million at
Jan. 28, 2007, as compared with $127.7 million at Oct. 29, 2006,
primarily as a result of cash generated from operations.

Cash, cash equivalents and short-term investments at Jan. 28, 2007
were $132.43 million, as compared with $199.32 million at Oct. 29,
2006.  As of Jan. 28, 2007, Photronics had commitments outstanding
for capital expenditures of about $100 million.

Full-text copies of the company's 2007 first quarter financials
are available for free at http://ResearchArchives.com/t/s?1b89

                      About Photronics, Inc.

Photronics, Inc. -- http://www.photronics.com/-- is a worldwide
manufacturer of photomasks, which are high precision quartz plates
that contain microscopic images of electronic circuits.  A key
element in the manufacture of semiconductors and flat panel
displays, photomasks are used to transfer circuit patterns onto
semiconductor wafers and flat panel substrates during the
fabrication of integrated circuits, a variety of flat panel
displays and, to a lesser extent, other types of electrical and
optical components.  They are produced in accordance with product
designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  In
Europe, the company maintains operations in Dresden, Germany and
Manchester, U.K.

                           *     *     *

Photronics, Inc. carries Moody's Investors Service's B1 Corporate
Family Rating, B1 Probability of Default Rating, and B2 rating on
the company's $190 million 4.75% convertible subordinated notes
due 2006.

The company carries Standard & Poor's BB- Long-term Foreign and
Local Issuer Credit Ratings.


RALI SERIES: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RALI Series 2007-QO2 Trust, and ratings
ranging from Aaa to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate option ARM Alt-A
mortgage loans.  The securitization was originated by Homecomings
Financial, LLC (30.7%), and various other originators, none of
which originated more than 10% of the mortgage loans.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread and a swap and rate cap agreement.  Moody's expects
collateral losses to range from 1.05% to 1.25%.

Primary servicing will be provided by Homecomings Financial, LLC.
(Homecomings) (83.6%) and GMAC Mortgage, LLC (16.4%).  Residential
Funding Company, LLC (GMAC-RFC) will act as master servicer.

the complete rating actions are:

RALI Series 2007-QO2 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO2

         * Cl. A-1, Assigned Aaa
         * Cl. A-2, Assigned Aaa
         * Cl. A-3, Assigned Aaa
         * Cl. M-1, Assigned Aaa
         * Cl. M-2, Assigned Aa1
         * Cl. M-3, Assigned Aa1
         * Cl. M-4, Assigned Aa2
         * Cl. M-5, Assigned Aa3
         * Cl. M-6, Assigned A1
         * Cl. M-7, Assigned A3
         * Cl. M-8, Assigned Baa1
         * Cl. M-9, Assigned Baa2
         * Cl. B, Assigned Ba1


RAMP SERIES: Moody's Rates Class M-10 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RAMP Series 2007-RS1 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
first lien mortgage loans and originated by SunTrust Mortgage,
Inc. (42.2%), GMAC Mortgage, LLC (11.1%) and various originators.
The loans are acquired through RFC's Negotiated Conduit Asset
Program, which was established for the acquisition of loans that
do not comply with some of the criteria of RFC's standard
programs.

The ratings are based primarily on the credit quality of the loans
and on the protection from subordination, overcollateralization,
excess spread and a swap agreement.  Moody's expects collateral
losses to range from 1.85% to 2.35%.

Primary servicing will be provided by Homecomings Financial, LLC,
GMAC Mortgage, LLC and SunTrust Mortgage, Inc.  Residential
Funding Company, LLC will act as master servicer.

The complete rating actions are:

RAMP Series 2007-RS1 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2007-RS1

         * Cl. A-1, Assigned Aaa
         * Cl. A-2, Assigned Aaa
         * Cl. A-3, Assigned Aaa
         * Cl. A-4, Assigned Aaa
         * Cl. A-5, Assigned Aaa
         * Cl. M-1, Assigned Aa1
         * Cl. M-2, Assigned Aa2
         * Cl. M-3, Assigned Aa3
         * Cl. M-4, Assigned A1
         * Cl. M-5, Assigned A2
         * Cl. M-6, Assigned A3
         * Cl. M-7, Assigned Baa1
         * Cl. M-8, Assigned Baa2
         * Cl. M-9, Assigned Baa3
         * Cl. M-10, Assigned Ba1


RCN CORP: Debt-Financed Dividend Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed RCN's ratings under review for
downgrade following the company's announcement of a potential
$350 - $400 million debt-financed dividend to shareholders.

During the review process, Moody's will evaluate the added risks
associated with a meaningful increase in leverage while the
company pursues a capital intensive expansion strategy in several
of its markets.  In Moody's view, the company's B1 corporate
family rating has some room for incremental debt.  However, should
the company decide to go ahead with the dividend, it is very
likely that the company's current Ba2 bank debt rating will be
lowered regardless of whether the corporate family rating is also
lowered given the material increase in first lien debt and Moody's
corresponding expectation of higher loss severity under our Loss
Given Default methodology.

On Review for Possible Downgrade:

RCN Corporation

    * Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B1

    * Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba2

    * Outlook, Changed To Rating Under Review From Stable

RCN Corporation is a communications company marketing video, voice
and data services to residential and commercial customers located
in high-density northeast and Midwest markets, predominantly in
competition with leading incumbent service providers.


REFCO INC: Plan Administrators want $15MM Admin Claims Disallowed
-----------------------------------------------------------------
RJM, LLC, as Plan Administrator of the Reorganized Refco Inc.'s
Chapter 11 cases, and Marc S. Kirschner, as Plan Administrator
and Chapter 11 Trustee of Refco Capital Markets, Ltd.'s case, ask
the U.S. Bankruptcy Court for the Southern District of New York to
rule on 31 administrative expense claims, totaling
approximately $15,000,000.

Specifically, the Plan Administrators ask Judge Drain to disallow
and expunge 11 claims that are inconsistent with the books and
records of the Reorganized Debtors and RCM:

   Claimant                          Claim No.   Claim Amount
   --------                          ---------   ------------
   Illinois Department of Revenue       4974          $379
   Joe Damouni                          3091             -
   Michelle Y. Coe                      3333             -
                                        3446             -
   Qwest Communications Corp.           3396        19,528
   State of Connecticut                14285           400
   Connecticut Revenue Service Dept.   14286           250
   Tennessee Department of Revenue     14288         1,409
                                         129         1,655
                                       14287           521
                                         128           350

The Plan Administrators also ask Judge Drain to reduce and allow,
and in certain cases, reclassify, six claims asserting overstated
amounts:

                                Claim        Claim     Modified
Claimant                        Number       Amount     Amount
--------                        ------       ------    --------
Equity Trust Co. Cust. FBO        2982       $8,022     $8,022
Orange County Tax Collector      14421        6,783      6,783
Pitney Bowes Credit Corp.         2316        3,853      3,853
                                  4420          834        834
Telecommunications System, Inc.  14245        5,613      5,613
The City of New York             14298   12,017,928    125,000

The Plan Administrators also want nine claims disallowed and
expunged because they fail to assert any basis in satisfying
administrative expense status:

   Claimant                       Claim No.   Claim Amount
   --------                       ---------   ------------
   Fimat USA, LLC, and Fimat         14300        $46,397
                                      3413         46,397
   NDC Online, Ltd.                   3020        428,745
   Living Water Fund L.P.             3402      1,809,972
   Andrei Popov                      14436         31,938
                                     14437         31,938
   Frances R. Dittmer                 4268         75,000
   Runyun He                         14439          5,579
   SNC Investments, Inc.             14441        146,477

Furthermore, the Plan Administrators ask Judge Drain to disallow
Claim No. 3417 filed by West Loop Associates, LLC, for $398,270,
because it has already been addressed by the Reorganized Debtors'
Chapter 11 Plan and the Confirmation Order.

The Plan Administrators want four claims disallowed as duplicate,
amended, or superseded claims:

                               Claim    Claim    Remaining
   Claimant                    Number    Amount     Claim
   --------                    ------    ------   ---------
   Charles Fenton III IRA       14289    $8,023      2982
                                14290     8,023      2982
   Orange County Tax Collector     73     8,278     14421
                                14394     6,731     14421

The Plan Administrators reserve the right to amend, modify, or
file additional objections to the Administrative Claims on any
grounds.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007. (Refco Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


REFCO INC: Plan Administrators want Cross-Border Protocol Fixed
---------------------------------------------------------------
RJM, LLC, as Plan Administrator of the Reorganized Refco Inc.'s
Chapter 11 cases, and Marc S. Kirschner, as Plan Administrator
and Chapter 11 Trustee of Refco Capital Markets, Ltd.'s case, ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve a cross-border insolvency protocol with the joint
provisional liquidators to ensure that the Parallel Proceedings
pending in the U.S. and Bermuda are conducted in an efficient and
effective manner so as to protect the interests of stakeholders of
the RCM and RGF estates; avoid duplication of effort and expense;
and implement the Plan.

Refco Capital Markets, Ltd., and Russia Growth Fund, Ltd., each
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of Delaware on Oct. 17, 2005.  Two days
after, RCM and RGF filed voluntary winding-up petitions in the
Supreme Court of Bermuda.

The Bermuda Court subsequently appointed Michael W. Morrison of
KPMG Financial Advisory Services Limited in Bermuda, and Richard
Heis of KPMG LLP in the United Kingdom, as joint provisional
liquidators in the Bermuda Proceedings.  In April 2006, Marc S.
Kirschner was appointed as Chapter 11 trustee for the RCM estate.

Timothy B. DeSieno, Esq., at Bingham McCutchen LLP, in New York,
relates that as of Feb. 22, 2007, neither the Joint Provisional
Liquidators nor their professionals have received payment or
reimbursement of any fees or expenses incurred in connection with
the U.S. and Bermuda Proceedings.

Mr. DeSieno notes that on Dec. 12, 2006, the Bermuda Court ruled
that the categories of actions undertaken by the Joint Provisional
Liquidators are within the scope of their duties under Bermuda
law, and that the hourly rates charged by them are consistent with
those charged in previous cases.

Pursuant to the confirmed Chapter 11 Plan of Refco, Inc., and its
debtor-affiliates, RJM, LLC, has been appointed Plan
Administrator of RGF, and serves as the corporate governance of
RGF under U.S. law, with full power and authority to manage RGF's
affairs and administer RGF's assets under the Plan and auspices
of the Bankruptcy Court.

On Jan. 17, 2007, the Bankruptcy Court issued an order
providing for the same allocation of fee approval
responsibilities between the Bankruptcy and Bermuda Courts in
accordance with the Dec. 8 Bermuda Order.

The Plan Administrators assert that the Protocol also resolves
the dispute concerning the appropriate amount and proper forum
for determination of the JPL fees.

Mr. DeSieno tells the Bankruptcy Court that the Protocol is
consistent with the purposes of and principles incorporated in
the Cross-Border Insolvency Concordat adopted by the Council of
the International Bar Association on May 31, 1996.  The Protocol
recognizes that the U.S. Proceedings are the main proceedings for
RCM and RGF.  He states that the relative duties and rights of
the Plan Administrators and JPLs are apportioned according to
those principles with respect to:

   -- their legal responsibilities;

   -- the domiciles of RCM and RGF; and

   -- the sovereignty of the U.S. and Bermuda courts.

Since the U.S. Proceedings are the Main Proceeding, the Protocol
provides that Mr. Kirschner and the Refco Administrator, as
applicable, will be responsible for the claims review process,
and proof and allowance of claims will be coordinated through the
U.S. Proceedings and the Bankruptcy Court.

Reimbursement of fees and expenses of the JPLs and their
professional advisors will be:

   -- a total of $1,790,000 in full and final payment and
      satisfaction of all fees and expenses incurred through the
      date of effectiveness of the Protocol; and

   -- up to an additional $20,000 in full and final payment and
      satisfaction of all fees and expenses incurred in
      connection with securing the withdrawal of the winding-up
      petition of RGF in the Bermuda Court.

Furthermore, the Refco Administrator and the JPLs have agreed
that RGF is solvent following the Plan implementation.  At the
earliest possible time, RGL will seek leave from the Bermuda
Court to withdraw its winding-up petition in Bermuda, which
would, in turn, result in the dismissal of the order appointing
the JPLs.  At the same time, the JPLs will seek their release
from the Bermuda Court.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007. (Refco Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


RESORTS INT'L: Notes Redemption Cues Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service has withdrawn the existing ratings of
Resorts International Hotel and Casino, Inc., including the
compnay's Caa1 Corporate Family Rating and Negative outlook.  The
rating action follows the following the defeasement and redemption
of the company's $180 million 11.5% first mortgage notes.


SACO I: Moody's Junks Rating on 2004-3 Class B-3 Certificates
-------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade four certificates issued by SACO I Trust 2004-1 and
2004-2.  These two transactions are failing their cumulative loss
triggers allowing them to pay sequentially.

Moody's Investors Service has downgraded one certificate from a
deal issued by SACO I Trust 2004-3 and has also placed on review
for possible downgrade nine other certificates from various deals
issued by SACO I Trust originated in 2004 and 2005.

These actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  These transactions are backed by
closed end second loans, and have seen recent losses that have
exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Issuer: SACO I Trust

Downgrade:

    * 2004-3, Class B-3, Downgraded from B3 to Caa2,

Review for Possible Downgrade:

    * 2004-2, Class B-2, Current rating Ba2, under review for
      possible downgrade

    * 2005-1, Class B-3, Current rating Ba2, under review for
      possible downgrade

    * 2005-2, Class B-3, Current rating Baa3, under review for
      possible downgrade

    * 2005-2, Class B-4, Current rating Ba3, under review for
      possible downgrade

    * 2005-4, Class B-2, Current rating Baa2, under review for
      possible downgrade

    * 2005-4, Class B-3, Current rating Baa3, under review for
      possible downgrade

    * 2005-4, Class B-4, Current rating Ba2, under review for
      possible downgrade

    * 2005-WM1, Class B-4, Current rating Ba1, under review for
      possible downgrade

    * 2005-WM1, Class B-5, Current rating Ba2, under review for
      possible downgrade

Review for Possible Upgrade

    * 2004-1, Class B-1, Current rating A2, under review for
      possible upgrade

    * 2004-2, Class M-1, Current rating Aa2, under review for
      possible upgrade

    * 2004-2, Class M-2, Current rating A2, under review for
      possible upgrade

    * 2004-2, Class B-1, Current rating Baa2, under review for
      possible upgrade


SEMCO ENERGY: Earns $10.4 Million in Year Ended December 31
-----------------------------------------------------------
Semco Energy Inc. reported net income of $10.4 million on revenues
of $640.5 million for the year ended Dec. 31, 2006, compared with
net income of $12.3 million on revenues of $615.1 million for the
year ended Dec. 31, 2005.

For the fourth quarter of 2006, net income was $7.1 million on
revenues of $207.8 million, compared with net income of
$9.3 million on revenues of $230.6 million for the fourth quarter
of 2005.

The company's results for 2005 included an after-tax charge of
$8.2 million associated with the repurchase and retirement of the
company's convertible preference stock and certain common stock
warrants.

The primary factors that negatively impacted earnings for 2006,
when compared to 2005, were: (i) an increase in operations and
maintenance expense for the gas distribution business; (ii) warmer
temperatures and customer conservation; and (iii) the inclusion in
2005 results of $500,000 of income from discontinued operations.

The increase in operations and maintenance expense for the gas
distribution business, which decreased 2006 net income by
approximately $3.6 million when compared to 2005, was due
primarily to an increase in employee benefit costs and
uncollectible customer accounts and an $800,000 charge, net of
income taxes, associated with the sublease of the company's former
headquarters.  Warmer temperatures and customer conservation
reduced 2006 net income by approximately $2.9 million, when
compared to 2005.

The decrease in earnings for the fourth quarter of 2006, when
compared to the fourth quarter of 2005, was due primarily to
higher operating expenses (principally employee benefit costs and
professional fees), combined warmer-than-normal temperatures and
customer conservation in markets served by the company, a debt
extinguishment charge, and higher business taxes.  These items
were partially offset by the impact of customer growth and lower
financing-related costs.

George A. Schreiber, Jr., company president and chief executive
officer, said, "I am very pleased with the company's results for
2006.  We achieved these results, despite warmer-than-normal
temperatures and continued customer conservation, which, when
combined, adversely impacted 2006 earnings by an estimated
$3.5 million."  Schreiber added, "One way we overcame the impact
of the weather and customer conservation was to keep spending
under control.  Despite an increase in operations and maintenance
expense and capital expenditures compared to 2005, we ended 2006
under our budgeted spending levels in these areas."

Schreiber continued, "There were other accomplishments in 2006.
During the year, we completed several initiatives to improve the
company's financial condition.  We repurchased nearly 111,000
shares of the company's 5% Series B convertible cumulative
preferred stock in exchange for over 1.55 million shares of the
company's common Stock and approximately $12.6 million in cash.
We also refinanced approximately $59 million of 8 percent long-
term debt with new lower cost long-term debt."

Schreiber added, "The recent implementation of a new customer
information system in Michigan should help us interact with
customers more effectively and efficiently.  We are very pleased
that this system was implemented smoothly, on schedule and under
budget.  We closed 2006 by settling our Michigan base rate case,
with an expected annualized base rate revenue increase of
approximately $10.6 million and progress on rate design,
particularly a more realistic way of setting the volumetric
component of residential rates.  Considering all of these factors,
2006 was a year of solid performance."

At Dec. 31, 2006, the company's balance sheet showed
$1.031 billion in total assets, $326.2 million in total
liabilities, and $705.3 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?1b8e

                         Exchange Agreement

On Feb. 23, 2007, the company entered into a definitive exchange
agreement under which Cap Rock Holding Corporation would acquire
all of the outstanding common stock and 5% Series B Preferred
Stock of Semco.  Under the terms of the agreement, Semco's
shareholders will receive $8.15 in cash for each share of common
stock they hold, representing a premium of approximately 37
percent over Semco's average closing share price during the five
trading days ended Feb. 22, 2007.  The holders of the Series B
preferred stock will receive $213.07 per share plus a "make-whole"
premium calculated at closing.

The Board of Directors of Semco, upon the unanimous recommendation
of its Finance Committee, has approved the agreement and has
recommended that the holders of Semco's common stock approve the
transaction at a meeting to be held at a future date determined in
accordance with the agreement.  The transaction is subject to
approval by holders of Semco's common stock, as well as other
customary closing conditions, including the receipt of applicable
regulatory approvals.

                         About Semco Energy

Based in Port Huron, Michigan, Semco Energy Inc. (NYSE: SEN) --
http://www.semcoenergy.com/-- distributes natural gas to more
than 400,000 customers combined in Michigan, as Semco Energy Gas
Company, and in Alaska, as Enstar Natural Gas Company.  It also
owns and operates businesses involved in propane distribution,
intrastate pipelines and natural gas storage.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Semco Energy Inc. on CreditWatch with developing
implications.


SERVICEMASTER CO: Okays $5.5 Billion Clayton Dubilier Buyout
------------------------------------------------------------
The ServiceMaster Company disclosed Monday that it has entered
into a definitive merger agreement to be acquired by an investment
group led by Clayton, Dubilier & Rice, Inc. for a total enterprise
value of approximately $5.5 billion, including the assumption of
existing ServiceMaster debt.

Under the terms of the agreement, ServiceMaster's stockholders
will receive $15.625 in cash for each outstanding ServiceMaster
share.  This represents a premium of approximately 16% over
ServiceMaster's closing share price of $13.47 on Friday, March 16,
2007 and a premium of approximately 31% over ServiceMaster's
closing share price of $11.90 on November 27, 2006, the last
trading day before the announcement by the company that the Board
of Directors would explore strategic alternatives.

The ServiceMaster Board of Directors has approved the merger
agreement and recommends adoption of the agreement by
ServiceMaster's stockholders.  Completion of the transaction is
contingent upon customary closing conditions, including the
approval of a majority of ServiceMaster's outstanding shares and
regulatory approval.

Stockholders will be asked to vote on the proposed merger at a
special meeting which the company currently expects to be held
during the second quarter.  Until the closing of the transaction,
the company anticipates continuation of its existing dividend
policy.

"The Board of Directors, with the aid of management and our
financial advisors, conducted a thorough review of strategic
alternatives available to the company and concluded that this
transaction is in the best interests of our stockholders," said J.
Patrick Spainhour, Chairman and Chief Executive Officer of
ServiceMaster.

"The Board's support is based on the conviction that this
transaction will deliver value to shareholders that is superior to
what the company could achieve under its current business plan,"
said Mr. Spainhour.  "We are a company with a unique heritage and
a very bright future, which we believe will be enhanced by the new
ownership structure.  CD&R will bring valuable insight to our
business and contribute to the acceleration of profitable growth."

Donald J. Gogel, Chief Executive Officer of CD&R, said, "We have
been interested in ServiceMaster for years, and have always felt
that its management team, unique mix of market leading brands and
leading industry positions were a great fit with CD&R's investment
approach.  We believe the company will be better positioned as a
non-public enterprise to pursue management's long-term growth
plans and to further enhance its attractive collection of market-
leading service businesses."

"Working with the ServiceMaster team, we intend to invest in the
key strategic initiatives that will accelerate growth in each
business unit, while maintaining a strong stewardship of the core
values that have been the foundation of the company," concluded
Mr. Gogel.

Richard J. Schnall, the CD&R partner who led the transaction,
said, "We believe our past success working with large, branded,
multi-location service businesses will prove to be of significant
value as we partner with ServiceMaster's management team to move
the company forward over the long term."

After completion of the transaction, Clayton, Dubilier & Rice
announced that George W. Tamke, CD&R Operating Partner, will
assume the position of Chairman of the ServiceMaster Board of
Directors.  Mr. Spainhour will continue to serve as Chief

Executive Officer. Mr. Tamke is former co-CEO of Emerson Electric
and previously served as the lead operating partner for CD&R
investments in Kinko's, Culligan and Hertz.

Morgan Stanley and Goldman Sachs acted as financial advisors to
ServiceMaster.  Both firms, as well as Greenhill & Co., provided
fairness opinions to the ServiceMaster Board of Directors. Sidley
Austin served as legal adviser to ServiceMaster in connection with
the transaction.  Banc of America, Citigroup Global Markets Inc.,
JPMorgan and Wachovia Securities provided strategic advisory
services to CD&R and Banc of America Securities LLC, Citigroup
Global Markets Inc., and JPMorgan Chase Bank, N.A. have committed
to provide debt financing for the transaction.  In addition, Banc
of America Capital Investors, Citigroup Private Equity and
JPMorgan have committed to provide equity financing.  Debevoise &
Plimpton is acting as legal advisor to CD&R.

          About Clayton, Dubilier & Rice, Inc.

Clayton, Dubilier & Rice, Inc. -- http://www.cdr-inc.com/-- is a
leading private equity investment firm that has earned consistent,
superior investment returns using an integrated operational and
financial approach to building and growing portfolio businesses.
Since its founding in 1978, CD&R has managed investments of over
$8 billion in 39 U.S. and European subsidiaries or divisions of
large multi-business corporations with revenues exceeding
$40 billion, representing an aggregate transaction value of over
$40 billion.  CD&R led a group of investors in the purchase of The
Hertz Corporation from Ford Motor Company in December 2005.  The
firm's investments have also included Kinko's, which was sold to
FedEx in February 2004; Culligan International, leading global
provider of water treatment product and services; and Scotts, a
leader in do-it-yourself lawn and garden consumer products.  CD&R
is based in New York and London.

                    About ServiceMaster

The ServiceMaster Company -- http://www.servicemaster.com/--  
(NYSE:SVM) currently serves residential and commercial customers
through a network of over 5,500 company-owned and franchised
locations.  The company's brands include TruGreen, TruGreen
LandCare, Terminix, American Home Shield, InStar Services Group,
ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec.
The core services of the company include lawn care and landscape
maintenance, termite and pest control, home warranties, disaster
response and reconstruction, cleaning and disaster restoration,
house cleaning, furniture repair, and home inspection.


SERVICEMASTER CO: $5.5 Bil. CD&R Buyout Cues Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded ServiceMaster Co. as:

    -- Issuer Default Rating (IDR) to 'BB-' from 'BBB-';
    -- Senior unsecured to 'BB-' from 'BBB-'.

The ratings remain on Rating Watch Negative.

The rating action reflects today's announcement that ServiceMaster
has agreed to be acquired by a group led by Clayton Dubilier &
Rice in a transaction valued at approximately $5.5 billion,
including the assumption of approximately $700 million of debt.

Given the information available at this time, Fitch believes the
rating will be no higher than 'BB-' and could be downgraded
further.  A multiple-notch downgrade upon closing of the
transaction is possible as preliminary pro forma credit metrics
are reflective of a low 'B' rating.  As part of its rating
evaluation, Fitch will review ServiceMaster's financial and
operating strategies with the company's management.  The
resolution of the Rating Watch will be determined by an evaluation
of ServiceMaster's strategic direction, ultimate transaction
structure including the use of the proceeds, as well as pro forma
credit metrics and overall financial policies.

All outstanding debentures and notes were issued under the 1997
Indenture, which does not provide any material restrictions
related to additional debt, change of control, or sale of assets.
Fitch notes that the ServiceMaster Indenture does contain a
Negative Pledge covenant that allows for liens up to 10% of
consolidated net worth, which provides some level of protection
for bondholders.  However, given actions that some other companies
across the corporate space have taken recently to subvert certain
protections, Fitch is generally skeptical regarding the potential
effectiveness of some covenants in corporate bond indentures.


SOVRAN SELF STORAGE: Earns $9.2 Million in Quarter Ended Dec. 31
----------------------------------------------------------------
Sovran Self Storage Inc. reported net income of $9.2 million on
total operating revenues of $44.6 million for the fourth quarter
ended Dec. 31, 2006, compared with net income of $8.5 million on
total operating revenues of $36.1 million for the same period
ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, net income was $36.6 million on
total operating revenues of $166.3 million, as compared to net
income of $34.8 million on total operating revenues of
$138.3 million for the year ended Dec. 31, 2005.

The company acquired one self-storage facility during the quarter
at a cost of $4.8 million.  During 2006, a total of 42 such
properties were acquired at a total cost of $166 million.

David Rogers, the company's chief financial officer, commented,
"We had a good quarter and a great year.  We've acquired some
tremendous stores in strong markets, we've taken a big step
toward enhancing many of our existing properties, and operations
are solid across the board."

Total company net operating income for the fourth quarter grew
21.5% compared with the same quarter in 2005 to $28.6 million.
This growth was the result of improved operating performance and
the income earned from additional stores acquired in 2006.
Overall average occupancy for the quarter was 84.5% and average
rent per square foot for the portfolio was $10.16.

Revenues at the 278 stabilized stores owned (and/or operated) for
the entire 4th quarter in both years increased 4% over the fourth
quarter of 2005, the result of a 4% increase in rental rates
and a 10.9% increase in other income which offset a 1.5% drop in
occupancy.

Same store operating expenses increased by 4.7%, primarily because
of increased property insurance costs, which rose 175% over last
year's fourth quarter.  Net operating income improved
in 2006 by 3.6% on a same store basis over the prior fourth
quarter.

On a year over year basis, the company achieved 5.5% revenue
growth at its 266 same store pool.  Property tax expense increased
by 5.4% and other operating expenses, primarily as a result
of increased property insurance costs, grew by 5.9%.  This
resulted in a 5.3% increase in net operating income for the full
year 2006.

Strong performance was shown at the company's stores throughout
the Georgia, Texas and North Carolina markets, while some of the
New England stores experienced slower than expected growth during
the quarter.  As has been anticipated, most of the company's
Florida stores suffered a drop in occupancy, as many customers who
rented spaces after suffering hurricane damage in 2004 and 2005
have been able to move back into permanent residences, eliminating
their need for emergency storage.  The Florida market remains very
strong, but has declined from the record high levels of the prior
seven quarters.

At Dec. 31, 2006, the company's balance sheet showed
$1.053 billion in total assets, $495.4 million in total
liabilities, $26.9 million in minority interests, and
$530.9 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?1b92

                            Acquisitions

The company acquired one property during the quarter at a total
cost of $4.8 million.  The store is located in Concord, New
Hampshire, and is the 4th Uncle Bob's facility in that market.
At Dec. 31, 2006, the company was in negotiations to acquire 10
properties at a total cost of $31 million.

                        Capital Transactions

On Nov. 30, 2006, the company completed an offering of
2.3 million shares of its common stock at a price of $56.25 per
share, netting $122.4 million in proceeds.  $80 million of the
proceeds were used to pay down the company's line of credit; the
balance will be used to fund property purchases in the first
quarter of 2007.

During the quarter, the company issued 53,463 shares through its
dividend reinvestment program, direct stock purchase plan and
employee option plan and received a total of $2.9 million
in proceeds.  Proceeds from these stock issuances were used to
acquire the Concord, New Hampshire property.

The company has a $100 million line of credit in place through
September, 2007, with an option to extend the facility through
September, 2008.  The line provides an interest rate of LIBOR
plus 0.9% and is expandable to $200 million.  Presently, there is
no outstanding balance on the line.

                     About Sovran Self Storage

Sovran Self Storage Inc. (NYSE: SSS) -- http://www.sovranss.com/
--  is a self-administered and self-managed equity real estate
investment trust whose business is acquiring, developing and
managing self-storage facilities.  The company owns and manages
328 stores in 22 states under the name Uncle Bob's Self
Storage(R).

                           *     *     *

Sovran Self Storage, Inc.'s preferred stock carries Moody's
Investors Service's Ba1 rating.


SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
----------------------------------------------------------------
Spectrum Brands, Inc. has commenced its offer to exchange any and
all of the $350 million in aggregate principal amount outstanding
of its 8-1/2% Senior Subordinated Notes due Oct. 1, 2013 (CUSIP
No. 755081AD8) for new senior subordinated notes due Oct. 2, 2013.
In conjunction with the Exchange Offer, the company is also
soliciting consents from the holders of the Existing Notes to
effect proposed amendments to the indenture for the Existing Notes
that would eliminate substantially all of the restrictive
covenants and certain events of default contained therein and a
waiver of certain alleged or existing defaults or events of
default under the indenture for the Existing Notes.  The Exchange
Offer will expire at 12:00 A.M. on April 13, 2007 and the Consent
Solicitation will expire at 5:00 P.M. on March 29, 2007.

Holders validly tendering and not validly withdrawing Existing
Notes will receive $950 in principal amount of New Notes for each
$1000 principal amount of Existing Notes validly tendered and
accepted for exchange, plus accrued and unpaid interest on such
principal amount of Existing Notes up to, but not including,
April 1, 2007.  Subject to certain conditions, the company will
have the option to pay interest on the New Notes entirely in cash
or by increasing the principal amount of the New Notes.  The New
Notes will bear interest at an initial rate of 11.00%, increasing
to 11.25% on April 2, 2007 (or 11.75% if interest is added to the
principal amount of the New Notes) and thereafter increasing semi
annually based on a specified schedule and other provisions.  The
New Notes will begin accruing interest from and including April 1,
2007.  The New Notes will be redeemable by the company at
scheduled redemption prices, reflecting a specified premium to par
beginning immediately and declining to par on Oct. 1, 2010.  The
company expects that the indenture for the New Notes will contain
similar restrictive covenants and substantially the same events of
default as those pertaining to the Existing Notes.

Holders of Existing Notes who deliver their consents to the
proposed amendments and waiver prior to the expiration of the
Consent Solicitation will also receive $50 in principal amount of
New Notes per $1000 principal amount of Existing Notes for which
consent is validly delivered (and not validly revoked).  Holders
who tender Existing Notes prior to the expiration of the Consent
Solicitation are required to consent to the proposed amendments
and waiver.

In connection with the exchange offer, the company has entered
into an agreement with certain holders of the Existing Notes who
previously delivered a notice of default to the company under
which such holders have agreed not to exercise any rights or
remedies which may be available to them under the indenture for
the Existing Notes in respect of and to waive alleged defaults, to
tender their notes in the exchange offer and to consent to the
proposed amendments to the indenture for the Existing Notes.  The
company has been advised that these holders own or otherwise
control a majority in aggregate principal amount of the
outstanding Existing Notes.  The agreement will terminate in the
event that Existing Notes are not exchanged in the offer prior to
April 10, 2007.

The consummation of the Exchange Offer is subject to various terms
and conditions, including the refinancing of the company's
existing senior credit facility and customary conditions for an
exchange offer and consent solicitation.  The company will
complete an early exchange for Existing Notes tendered prior to
expiration of the Consent Solicitation as soon after the
expiration of the Consent Solicitation as the refinancing of its
senior credit facility occurs and the other conditions to the
Exchange Offer are satisfied or waived.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company has manufacturing
and distribution facilities in China, Australia and New Zealand,
and sales offices in Melbourne, Shanghai, and Singapore.


SPECTRUM BRANDS: Fitch Holds Ratings & Revises Outlook to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Spectrum Brands, Inc.
as:

    -- Issuer default rating 'CCC';
    -- Senior secured bank facility 'B/RR1';
    -- Senior subordinated debentures 'CCC-/RR5'.

The Rating Outlook has been revised to Negative from Stable.
Approximately $2.38 Billion of debt is covered by these actions.

On March 12, 2007, SPC announced that Goldman Sachs and Bank of
America will refinance the current bank facility.  The current
bank facility consists of term loans of $1.158 billion and up to
$300 million of revolving credit for a total of $1.458 billion at
Dec. 31, 2006.  This facility is expected to be refinanced by a
new facility totaling $1.65 billion which provides potentially
$192 million more in credit availability.  The new bank facility
is expected to be rated 'B/RR1' subject to final terms and
conditions.  SPC also announced an exchange offer where the
current holders of the $350 8.5% million senior subordinated notes
due 2013 will receive a Variable Rate Toggle Interest Pay-In-Kind
senior subordinated note with an interest rate that begins at 11%
and matures in 2013.  The new bank facility is expected to close
on March 30, 2007.  The initial settlement on the exchange offer
is expected on the same day.  When these facilities are closed,
Fitch expects to rate them the same as the existing facilities
being replaced if, as seen in the March 9 SEC filing, the new
bonds have similar indenture terms as the $700 million 7-3/8%
notes and the terms and conditions of the new bank facility are
relatively the same except for pricing - which is most likely to
be higher.

The rating reflects SPC's high leverage with FFO adjusted leverage
of 9 times (x) as well as debt/EBITDA of 8.3x for the last 12
months (LTM) ending Dec. 31, 2006.  The company made three major
acquisitions since 2003 to lessen its dependence on batteries.
The acquisitions were funded with debt and SPC became highly
leveraged.  In August 2006, management stated that they were
uncomfortable with leverage and had engaged Goldman Sachs to
assist in selling assets to delever.  The company's credit
metrics, diverse portfolio and minimal debt amortizations are
encapsulated in the 'CCC' IDR.

However, the Rating Outlook has been revised to Negative.  The
company's financial performance and credit protection measures
have shown a negative trend since 2004 and liquidity has tightened
at a time when the company is trying to restructure operations.
The company's lessened liquidity limits its competitiveness on a
number of fronts one of which was shown by its need to obtain
waivers to spend in front of the new Remington shaver launch.
Importantly, the timing and proceeds related to potential asset
sales which should increase financial flexibility are uncertain as
is the company's potential scale and business lines.  It is noted
that the Home & Garden segment, which represented more than 30% of
SPC's EBITDA, is slated for sale but that other asset sales would
be needed as well to reduce leverage.

SPC last had positive organic volume growth during FY04. In FY05
and FY06 top line growth was derived from acquisitions with F/X
buttressing the top line in 1Q07.  For the most part, battery
operations (34% of FY06 revenues) have been mired in zero or
negative growth on a quarter over quarter basis since 2Q05 -
though there was a strong retailer uptake with the 'more
performance better price' re-launch in 3Q06 of 16%.  Much of the
remaining issues within batteries appear to be the result of the
structural change in the European market but it will take several
quarters to address it. Remington has uneven performance.  The
EBITDA margin has declined from 15% in FYE04 to 11.5% at LTM Dec.
31, 2006 due to mix and commodity pricing. With leverage from
acquisitions and declining margins, FFO Adjusted Leverage rose
from 5x to 9x in the similar period.

Of concern, is the marked decline in cash flow from operations
which has declined by $183 million to $44.5 million at FYE06.
After being free cash flow positive (cash flow from operations
less capital expenditures) since FYE03, a negative $15.8 million
was recorded at FYE06.  With the seasonal build-up in working
capital and despite very small capital expenditures for 1Q07, free
cash flow was negative $78.4 million with LTM Dec. 31, 2006 a
negative $86.4 million.  Debt balances increased by $103 million
from the fiscal year-end and revolving credit availability
declined to $138 million at Dec. 31, 2006.  Given increased
working capital requirements for the Home & Garden in Q207, it is
expected that revolver availability will have declined even
further.  At present, except for the steady performance of Global
Pet, which itself just took a $271 million impairment charge,
there is very little in the near term that would indicate a solid
up-tick is forthcoming in the rest of the businesses (excluding
the discontinued Home & Garden).  While the company continues to
restructure its operations, there is a cash component in the short
to medium term that will need funding.  Additionally, the new
facilities will add more debt service to an already pressured cash
flow. If there are large unexpected shocks to the business model,
the company may not have the financial flexibility to respond.

Fitch views the expected financing as positive in that it takes
away a legal uncertainty with the bondholders, the imminent
requirement for covenant waivers on the existing bank facility,
adds some limited liquidity and also buys time to complete the
transition.  With Goldman leading both the bank facility and the
asset sale process, it is expected that future covenants will
provide the appropriate flexibility to work through the
transition.  Additionally, the Home & Garden segment should also
provide cash throughout the Spring and Summer as it typically does
in its seasonal cycle.  However, the uneven business trends and
the need for some measure of brand support and investment in
working capital for the next seasonal build up in working capital
towards the holiday season will continue to pressure liquidity and
credit metrics in the medium term.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
recovery ratings for the bank facility ('RR1', reflecting 91%-100%
recovery) benefit from an enterprise value which more than covers
maximum outstanding.  The senior subordinated debentures of 'RR5'
(10%-30%) reflect the expectation of below average recovery
prospects in a distressed case.

SPC is a global branded consumer products company with operations
in seven product categories: consumer batteries; home & garden
(discontinued); pet supplies; electric shaving and grooming;
household insect control; electric personal care products, and
portable lighting.


STATSURE DIAGNOSTIC: Restated 2005 Report Shows Lower Net Loss
--------------------------------------------------------------
StatSure Diagnostic Systems, Inc. restated its annual report for
the year 2005 to reflect corrections on certain accounting
principles.  The company also restated its quarterly reports for
the period ended March 31, 2005, June 30, 2005, and Sept. 30,
2005.

The restated 2005 annual report versus the previous report,
showed:

     -- lower net loss of $2,560,673, from a previously reported
        net loss of $4,868,854;

     -- lower total liabilities of $3,028,376, from $4,351,779;

     -- lower accumulated deficit of $46,330,962, from
        $48,639,143; and

     -- lower total shareholders' deficit of $1,756,802, from
        $3,080,205.

A full-text copy of the company's restated 2005 annual report is
available for free at http://ResearchArchives.com/t/s?1b9d

                     Reasons for Restatements

The company had said that the conclusion to restate its financial
statements arose from the incorrect application of generally
accepted accounting principles related to the beneficial
conversion feature on the issuance of the convertible debt by the
Company, and revised calculations of the Employee Stock Options
pursuant to FIN 28: Accounting for Stock Appreciation Rights and
Other Variable Stock Options or Award Plans.

The company had further said that the restatement is not expected
to have any impact on its statements of cash flows.

The company recorded a $1,510,000 debenture debt discount from the
beneficial conversion feature computation.  This amount is limited
to the proceeds of the convertible debt instrument in accordance
with EITF 98-5.

The debenture debt discount is being amortized over the life of
the debentures with the unamortized discount of $1,323,403 is
being netted with the gross amount of the debenture payable of
$1,510,000.  The result of the restatement was to reflect the sale
of the debentures as additional paid-in capital of $1,510,000 and
to amortize the beneficial conversion feature for the year ended
Dec. 31, 2005, of $186,597.

Further, the company also revalued warrants issued during the
first quarter 2005 as payment for services rendered for which the
company had used a 30 percent discount for various restrictions.
This revaluation increased related expense to $399,622 from
$280,000.

The company accounts for warrants granted to its non-employee
consultants using the fair value cost in accordance with SFAS 123
and EITF No. 96-18, "Accounting for Equity Instruments That Are
Issued to Other Than Employees."

The fair value of warrants granted was estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions: expected volatility of
200.4 percent, risk-free interest rate of 3.71 percent, and
expected life of 4.93 years for the year ended Dec. 31, 2005.  The
effect of this restatement was to increase expenses and additional
paid-in capital by $119,622.

                     About StatSure Diagnostic

Based in Framingham, Massachusetts, StatSure Diagnostic Systems,
Inc. (SSUR.OB) -- http://www.statsurediagnostics.com/-- develops,
manufactures, and markets rapid immunoassay tests for the
detection of sexually transmitted and other infectious diseases.
In addition, the company has developed and is marketing a product
line of patented, oral-fluid collection devices.

                           *     *     *

As reported in the Troubled Company Reported on Dec. 19, 2006,
Lazar Levine & Felix LLP expressed substantial doubt about
Statsure Diagnostic Systems, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005, and Dec. 31, 2004.  The auditing
firm pointed to the company's recurring losses from operations,
negative working capital and net capital deficiency.


STRATUS SERVICES: Fiscal 1st Qtr. Net Income Decreases to $21,976
-----------------------------------------------------------------
Stratus Services Group Inc. reported $21,976 of net income
available to common stockholders on $1,862,854 of revenues for the
fiscal first quarter ended Dec. 31, 2006.

For the three months ended Dec. 31, 2005, the company earned
$1,849,942 on $1,233,858 of revenues.

The company said the increase in revenue was primarily a result of
an increase in billable hours and expansion of its customer base.

At Dec. 31, 2006, the company's balance sheet showed $2,510,044 in
total assets and $10,532,438 in total liabilities, resulting in an
$8,022,394 stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $2,357,279 in total current assets available to pay
$9,745,783 in total current liabilities.

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

                   About Stratus Services Group

Headquartered in Manalapan, N.J., Stratus Services Group Inc.
(OTCBB: SSVG.OB) -- http://www.stratusservices.com/-- provided a
wide range of staffing and productivity consulting services
nationally through a network of offices located throughout the
United States until December 2005.  The company plans on expanding
its information technology staffing solutions business through its
50% owned consolidated joint venture, Stratus Technology Services
LLC.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Gruber & Company LLC in Lake Saint Louis, Mo., expressed
substantial doubt about Stratus Services Group Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Sept. 30, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


STRUCTURED ASSET: S&P Downgrades Ratings on Two Class Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B2 certificates from Structured Asset Securities Corp. Mortgage
Loan Trust's series 2006-S1 to 'B' from 'BB' and placed it on
CreditWatch with negative implications.

At the same time, the rating on class B3 from series 2006-BC1 was
lowered to 'B' from 'BB' and remains on CreditWatch negative,
where it was placed Feb. 14, 2007.  Concurrently, the rating on
class M9 from series 2006-OW1 was placed on CreditWatch negative.

Lastly, the ratings on the remaining classes from these
transactions were affirmed.

The downgrades and negative CreditWatch placements reflect
worse-than-expected collateral pool performance.  For series 2006-
OW1, a realized loss of $1.414 million during the February 2007
remittance period reduced overcollateralization (O/C) to $4.802
million, which is below its target of $5.508 million.  In
addition, serious delinquencies (90-plus days, foreclosures, and
REO), as a percentage of the current pool balance, were 8.61%
($73.932 million).  Based on severely delinquent loans, loss
projections indicate that the adverse performance trend is likely
to continue.  While series 2006-S1 is only 12 months seasoned,
cumulative realized losses total 1.80% ($7.948 million) of the
original pool balance.  In addition, total delinquencies, as a
percentage of the current principal balance, were 6.18%
($17,129 million).  Based on delinquent loans and recent
performance, S&P's loss projections indicate a potential principal
write-down on the B2 class within 15 months.

The CreditWatch placement of class M9 from series 2006-OW1
reflects the amount of loans that are severely delinquent compared
with the available credit support provided by excess interest cash
flow and O/C.  This series has 7.29% in severe delinquencies
($28.552 million), an amount that is significantly more than the
hard credit support provided by O/C ($2.351 million).

Standard & Poor's will continue to closely monitor the performance
of the certificates with ratings on CreditWatch.  If monthly
losses continue to outpace monthly excess interest cash flow, S&P
will take additional negative rating actions.  Conversely, if pool
performance improves and credit support is not further
compromised, we will affirm the ratings and remove them from
CreditWatch.

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

The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans, secured by one- to four-
family residential properties.

          Rating Lowered and Placed on Creditwatch Negative

        Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates

                                     Rating
                                     ------
          Series      Class    To                  From
          ------      -----    --                  ----
          2006-S1     B2       B/Watch Neg         BB

         Rating Lowered and Remaining on Creditwatch Negative

        Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates

                                        Rating
                                        ------
           Series      Class    To                  From
           ------      -----    --                  ----
           2006-BC1    B3       B/Watch Neg        BB/Watch Neg

                  Rating Placed on Creditwatch Negative

        Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates

                                           Rating
                                           ------
              Series      Class    To                  From
              ------      -----    --                  ----
              2006-OW1    M9       BBB-/Watch Neg      BBB-

                             Ratings Affirmed

        Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates

     Series         Class                                 Rating
     ------         -----                                 ------
     2006-BC1       A1, A2, A3, A4, A5, A6                AAA
     2006-BC1       M1, M2, M3                            AA+
     2006-BC1       M4                                    AA
     2006-BC1       M5                                    AA-
     2006-BC1       M6                                    A+
     2006-BC1       M7                                    A
     2006-BC1       M8                                    A-
     2006-BC1       M9                                    BBB+
     2006-BC1       B1                                    BBB
     2006-BC1       B2                                    BB+
     2006-OW1       A1, A2, A3, A4, A5, A-6M              AAA
     2006-OW1       M1                                    AA+
     2006-OW1       M2                                    AA
     2006-OW1       M3                                    AA-
     2006-OW1       M4                                    A+
     2006-OW1       M5                                    A
     2006-OW1       M6                                    A-
     2006-OW1       M7                                    BBB+
     2006-OW1       M8                                    BBB
     2006-S1        A1                                    AAA
     2006-S1        M1                                    AA
     2006-S1        M2                                    AA-
     2006-S1        M3                                    A+
     2006-S1        M4                                    A
     2006-S1        M5                                    A-
     2006-S1        M6                                    BBB+
     2006-S1        M7                                    BBB
     2006-S1        M8                                    BBB-
     2006-S1        B1                                    BB+


STRUCTURED ASSET: Moody's Puts Reviews Ratings and May Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade three subordinate certificates from the Structured Asset
Securities Corp. Trust, Series 2006-S3 securitization.  The
underlying collateral backing this transaction consists of second
lien residential mortgage loans.

Credit enhancement for this transaction is provided through a
combination of excess spread, overcollateralization and
subordination.  However, recent losses and the buildup in the
delinquency pipeline have the potential to significantly erode
overcollateralization and result in credit enhancement levels tha
may be too low in light of the existing ratings.

The complete rating action is:

Issuer: Structured Asset Securities Corp. Trust

    * Series 2006-S3, Class M-9, current rating Baa3, under review
      for possible downgrade;

    * Series 2006-S3, Class B-1, current rating Ba1, under review
      for possible downgrade;

    * Series 2006-S3, Class B-2, current rating Ba2, under review
      for possible downgrade;


STRUCTURED ASSET: Moody's Rates Class I-B-5 Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Structured Asset Mortgage Investment II
Trust 2007-AR2, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans.  The collateral in
Group I was originated by SouthStar Funding, LLC, Impac Funding
Corporation, EMC Mortgage Corporation, and various other
originators, none of which originated more than 10% of the
mortgage loans.  The collateral in Group II was originated by Bank
of America, National Association.  The ratings are based primarily
on the credit quality of the loans and on protection against
credit losses from subordination.

In addition, the collateral for Group I receives protection from
excess spread, overcollateralization, and a rate cap.  Moody's
expects collateral losses to range from 0.90% to 1.10% for Group I
and collateral losses to range from 0.50% to 0.70% for Group II.

EMC Mortgage Corporation (and Bank of America, National
Association will service the mortgage loans and Wells Fargo Bank,
National Association will act as master servicer.  Moody's has
assigned EMC its servicer quality rating of SQ2 as a primary
servicer of prime mortgage loans and Bank of America its top
servicer quality rating of SQ1 as primary servicer of prime
mortgage loans.  Furthermore, Moody's has assigned Wells Fargo its
top servicer quality rating of SQ1 as a master servicer of
mortgage loans.

The complete rating actions are:

Structured Asset Mortgage Investment II Trust 2007-AR2

Mortgage Pass-Through Certificates, Series 2007-AR2

         * Cl. I-A-1, Assigned Aaa
         * Cl. I-A-2, Assigned Aaa
         * Cl. I-A-3, Assigned Aaa
         * Cl. II-A-1, Assigned Aaa
         * Cl. II-A-2, Assigned Aaa
         * Cl. II-A-3, Assigned Aaa
         * Cl. I-B-1, Assigned Aa1
         * Cl. I-B-2, Assigned Aa3
         * Cl. I-B-3, Assigned A3
         * Cl. I-B-4, Assigned Baa1
         * Cl. I-B-5, Assigned Ba2
         * Cl. II-X, Assigned Aaa
         * Cl. II-MX, Assigned Aa1
         * Cl. II-B-1, Assigned Aa1
         * Cl. II-B-2, Assigned Aa3
         * Cl. II-B-3, Assigned A3


STRUCTURED ASSET: Poor Performance Cues S&P to Cut Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of certificates from three transactions issued by
Structured Asset Investment Loan Trust.

All four of the lowered ratings remain on CreditWatch with
negative implications.  In addition, the rating on class B1 from
series 2006-2 was placed on CreditWatch with negative
implications.

Lastly, the ratings on the remaining 39 classes from the affected
transactions were affirmed.

The downgrades and negative CreditWatch placements reflect the
continued weaker-than-expected collateral pool performance.
Recent adverse performance has caused overcollateralization
levels to be at least 24% below their respective O/C targets.  As
of the February 2007 remittance report, cumulative realized losses
were $5,170,346, $5,566,448, and $7,348,394 for series 2006-1,
2006-2, and 2006-BNC1, respectively.  In addition, all three
series have sizeable loan amounts that are severely delinquent
(90-plus days, foreclosure, REO), which strongly suggests that the
negative performance is likely to continue.

The severe delinquencies are:

     -- Series 2006-1: 9.11%, $98.644 million;
     -- Series 2002-2: 9.83%, $96.766 million; and
     -- Series 2006-BNC1: 10.40%, $89.149 million.

Standard & Poor's will continue to closely monitor the performance
of the certificates with ratings on CreditWatch.  If monthly
losses continue to outpace monthly excess interest cash flow,
additional negative rating actions can be expected.  Conversely,
if pool performance improves and credit support is not further
compromised, we will affirm the ratings and remove them from
CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the
unfavorable performance trend.

The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans, secured by one- to four-
family residential properties.


       Ratings Lowered and Remaining on Creditwatch Negative

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                      Rating
                                      ------
    Series      Class          To                From
    ------      -----          --                ----
    2006-1      B1             BB/Watch Neg      BBB-/Watch Neg
    2006-1      B2             B/Watch Neg       BB+/Watch Neg
    2006-2      B2             B/Watch Neg       BB/Watch Neg
    2006-BNC1   B2             B/Watch Neg       BB+/Watch Neg

              Rating Placed on Creditwatch Negative

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                         Rating
                                         ------
            Series     Class     To                  From
            ------     -----     --                  ----
            2006-2     B1        BB+/Watch Neg       BB+

                        Ratings Affirmed

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

       Series              Class                      Rating
       ------              -----                      ------
       2006-1              A1, A2, A3, A4             AAA
       2006-1              M1                         AA+
       2006-1              M2, M3                     AA
       2006-1              M4                         AA-
       2006-1              M5                         A+
       2006-1              M6                         A
       2006-1              M7                         A-
       2006-1              M8                         BBB+
       2006-1              M9                         BBB
       2006-2              A1, A2, A3, A4             AAA
       2006-2              M1                         AA
       2006-2              M2                         AA-
       2006-2              M3                         A+
       2006-2              M4                         A
       2006-2              M5                         A-
       2006-2              M6                         BBB+
       2006-2              M7                         BBB
       2006-2              M8                         BBB-
       2006-BNC1           A1, A2, A3, A4, A5         AAA
       2006-BNC1           M1                         AA
       2006-BNC1           M2                         AA-
       2006-BNC1           M3                         A+
       2006-BNC1           M4                         A
       2006-BNC1           M5                         A-
       2006-BNC1           M6                         BBB+
       2006-BNC1           M7                         BBB
       2006-BNC1           M8                         BBB-
       2006-BNC1           B1                         BB+


SUPERCLICK INC: Jan. 31 Balance Sheet Upside-down by $2.5 Million
-----------------------------------------------------------------
Superclick, Inc. reported a net loss of $61,471 on net revenues of
$761,635 for the three months ended Jan. 31, 2007, as compared
with a net loss of $790,496 on net revenues of $662,141 for the
three months ended Jan. 31, 2006.

Net loss in the quarter ended Jan. 31, 2006, was largely due to
the large total costs and expenses that the company incurred
totaling $702,529 of which, $618,645 were selling, general and
administrative costs.  The company's total costs and expenses in
the quarter ended Jan. 31, 2007, totaled $358,576.  Selling,
general and administrative costs in 2006 were $304,578.

The company's balance sheet as of Jan. 31, 2007, showed total
assets of $1,499,246 and total liabilities of $4,008,482,
resulting to total stockholders' deficit of $2,509,236.

The company's balance sheet as of January 31 also showed strained
liquidity with total current assets of $1,275,656 available to pay
total current liabilities of $3,985,634 coming due within the next
12 months.

Full-text copies of the company's quarter financials are available
for free at http://ResearchArchives.com/t/s?1b8c

                        Going Concern Doubt

As reported in the Troubled Company Reported on Feb. 6, 2007,
Bedinger & Company in Concord, California, raised substantial
doubt about Superclick, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Oct. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations.


                      About Superclick, Inc.

Superclick, Inc. -- http://www.superclick.com/-- and its wholly
owned Montreal-based subsidiary, Superclick Networks, Inc.,
develop, manufactures, markets and supports the Superclick
Internet Management System in worldwide hospitality, multi-tenant
unit and hospital markets.  Superclick provides hotels, MTU
residences and hospital patients and visitors with cost-effective
Internet access and IP-based services utilizing high-speed DSL,
CAT5 wiring, wireless and dial-up modem technologies.  Over 100
InterContinental Hotels Group properties have Superclick systems
including Candlewood Suites, Crowne Plaza, Holiday Inn, Holiday
Inn Express, Holiday Inn SunSpree, InterContinental and Staybridge
Suites in Canada and the United States.


TENNECO INC: Fitch Rates New $831 Million Senior Facility at BB+
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to Tenneco Inc.'s new
senior secured bank facility.  The new facility replaces TEN's
existing bank facility.

As such, there is no impact to Fitch's current ratings of the
existing debt or Rating Outlook, which are:

    -- Issuer Default Rating 'BB-';
    -- Senior secured bank facility 'BB+';
    -- Senior secured second lien notes 'BB';
    -- Senior subordinated notes 'B'.

The Rating Outlook is Positive.  Including the existing undrawn
revolver, Fitch's ratings affect approximately $1.8 billion in
total debt.

TEN's new $830 million senior credit facility replaces its
existing $831 million facility and enhances the company's
financial flexibility by extending the revolver and the term loan
maturities as well as loosening and removing certain covenants.

The new bank facility includes a:

    * five-year revolving line of credit of approximately
      $550 million;

    * five-year term loan A facility of approximately
      $150 million; and

    * seven-year synthetic letter of credit facility of
      approximately $130 million.

The synthetic facility can also be used as a revolver for working
capital and other cash requirements.  TEN will use the new
facility to retire approximately $356 million in term loans due
December 2010 and to replace its existing $320 million revolver
expiring December 2008 as well as its $155 million synthetic
letter of credit facility expiring December 2010.  Applicable
margins on the new facility generally range between 50 - 125 basis
points lower than the existing facility.

The new bank facility is the obligation of Tenneco, Inc. and
guaranteed by certain domestic subsidiaries. Collateral includes
substantially all of the domestic assets and 65% of the stock of
the first-tier foreign subsidiaries. Terms include maximum
consolidated net leverage and minimum interest coverage ratios but
no minimum fixed charge coverage ratio and no capital expenditure
covenant as in the last facility.

The new facility also contains baskets allowing the company to
incur certain additional indebtedness and liens subject to certain
restrictions.  Permitted additional indebtedness includes an
amendment to allow the borrower to give unsecured guarantees for
the obligations of its subsidiaries.  Baskets of permitted
indebtedness include; $150 million for general indebtedness,
general guarantees up to $100 million, $125 million related to
indebtedness for capital leases and foreign subsidiaries
indebtedness up to $150 million but can be $200 million if the
proceeds are used to repay the second lien notes.  Permitted liens
include the following baskets; up to $125 million on capital
leases, a general basket of up to $100 million, certain
receivables financing up to $250 million, and certain liens of
foreign subsidiaries up to $150 million but can be $200 million if
the proceeds are used to repay the second lien notes.  Other
covenants include change-in-control, restricted payments,
investment limitations, sale of assets restrictions and a
sale/leaseback covenant.

Fitch's ratings are based on TEN's track record of strong
operating discipline and working capital management, consistent
cash flow generation and subsequent capital structure improvement,
as well as continued expansion and customer diversification across
its business segments.  Fitch expects TEN to be free cash flow
positive in 2007.  Throughout 2006, TEN faced the same headwinds
as other suppliers, including higher steel prices, lower and
unsteady customer production volumes, exposure to the slowdown in
SUV demand, and tightening trade credit.  However, TEN was able to
offset these challenges with increased revenue from new business
launched, gains in manufacturing efficiency, close attention to
working capital requirements, and a geographically diverse
customer base compared with other North American suppliers.

Going forward, TEN is expected to benefit from its technology
position and entry into new growth markets. Given TEN's track
record, Fitch expects that TEN's backlog was booked within solid
cost/pricing parameters, translating into improved earnings
growth.  TEN is expected to benefit from tighter air quality
standards and from the demand for safety-related products.  TEN
has several light-vehicle and commercial diesel exhaust programs
booked for 2007 in both the U.S. and Europe.  TEN has also
introduced an electronically adjustable ride control product which
improves vehicle stability - an added safety feature for
consumers.  Concerns include total debt levels, margin pressures
from price competition and raw materials, customers' production
volumes, potential labor stoppage due to customers' critical union
negotiations and a financially stressed base of automotive
suppliers other than TEN.

Including the cash and marketable securities balance of
$202 million, total liquidity at the end of 4Q06 was approximately
$658 million.  At year-end, TEN had $320 million of availability
under its revolver and approximately $121 million after
$34 million in outstanding LOCs under its synthetic facility.

The company also has a US securitization facility of approximately
$100 million of which $15 million was available at year-end.  In
addition, the company had $48 million outstanding under its
uncommitted European receivable facilities, the availability of
which Fitch does not include in liquidity since the facilities are
cancelable at any time.  As of Dec. 31, total adjusted debt-to-
EBITDA was reduced to 3.3 times (x) from 3.5x in 2005.


TERWIN MORTGAGE: Moody's Puts Low-B Rating Under Review
-------------------------------------------------------
Moody's Investors Service has placed the ratings of five classes
from three Terwin Mortgage Trust securitizations on review for
possible downgrade.  The underlying collateral backing these
transactions largely consists of second lien residential mortgage
loans.  The watchlisting action is driven by the fact that recent
losses have led to an erosion of overcollateralization and as a
result the current levels of credit enhancement may be too low to
support the existing ratings.

The complete rating action is:

Issuer: Terwin Mortgage Trust

    * Series 2005-7SL, Class B-6, current rating Ba2, under review
      for possible downgrade;

    * Series 2005-7SL, Class B-7, current rating Ba3, under review
      for possible downgrade;

    * Series 2005-11, Class I-B-7, current rating Ba3, under
      review for possible downgrade;

    * Series 2005-11, Class II-B-5, current rating Ba1, under
      review for possible downgrade;

    * Series 2006-4SL, Class B-6, current rating Ba2, under review
      for possible downgrade;

Series 2005-1D

    -- Class D at 'BB'.


TOWER AUTOMOTIVE: Wants Deutsche Bank's 2nd Lien L/Cs Extended
--------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into and perform under a Second Extension Agreement
and to pay Deutsche Bank' fees.  The Debtors also ask the Court to
approve a proposed "affirmation and consent" of various Debtors.

The Court previously authorized the replacement of Comerica Bank
with Deutsche Bank Trust Company Americas as the issuer of Second
Lien Letters of Credit under the Prepetition Credit Agreement.  On
Nov. 1, 2006, the Debtors and Deutsche Bank agreed to extend the
maturity dates of the Second Lien L/Cs from Feb. 7, 2007, to not
later than June 7, 2007.

As of March 9, 2007, there are 10 outstanding undrawn and unpaid
Second Lien L/Cs under the Second Lien Facility in the aggregate
amount of approximately $97,200,000.  The Second Lien L/Cs are set
to expire on June 7.

According to Anup Sathy, Esq., at Kirkland & Ellis LLP, in
Chicago, in light of the pending expiry of the Second Lien L/Cs,
the Debtors negotiated an extension agreement, and certain related
agreements, which extend the expiry of the L/Cs to the earlier of:

   (a) October 9, 2007; and

   (b) the effective date of the Debtors' plan of reorganization.

However, the Debtors have the right not to request the extension
of the expiry date of one or more of the Second Lien L/Cs, or to
request the extension of the expiry date of one or more of the
Second Lien L/Cs to a date before Oct. 9, 2007, in their sole
discretion, Mr. Sathy explains.

Mr. Sathy notes that the Second Extension Agreement is subject to
certain conditions, including the agreement of Silver Point
Capital Fund, L.P., as the successor administrative agent under
the Second Lien Facility, and LaSalle Bank National Association,
as the escrow agent.

Mr. Sathy relates that in exchange for Deutsche Bank's commitment
to extend the expiry of the Second Lien L/Cs, Deutsche Bank has
requested, and the Debtors have agreed to pay:

   (i) Deutsche Bank's legal expenses related to the negotiation,
       documentation and implementation of the Second Extension
       Agreement, and otherwise related to the Second Lien
       L/Cs; and

  (ii) a non-refundable, fully-earned extension fee for $243,219.

Mr. Sathy asserts that if the Second Extension Agreement and
Affirmation are not authorized, each of the beneficiaries will
most likely draw on their Second Lien L/Cs.  He explains that this
could have serious adverse consequences to the Debtors' estates
because the Debtors are generally current on amounts owed to the
beneficiaries, and a full draw of the Second Lien L/Cs may over-
collateralize certain of the beneficiaries.

Furthermore, the Debtors' budget under the DIP credit agreement
was negotiated with the assumption that the Second Lien L/Cs would
continue, generally undrawn and unpaid, throughout the Debtors'
Chapter 11 cases, Mr. Sathy explains.

The DIP Credit Agreement's revolving credit facility limits L/Cs
under it to $100,000,000.  If the Second Extension Agreement and
the Affirmation are not approved and the beneficiaries fully draw
the Second Lien L/Cs, the Debtors believe that many of the
beneficiaries would nevertheless require replacement L/Cs that
would have to be issued under the DIP Credit Agreement.

In this case, Mr. Sathy says, there would be insufficient
availability under the DIP Credit Agreement to issue both
replacement L/Cs to beneficiaries under the Second Lien Facility
as well as new letters of credit as may become required during the
Debtors' Chapter 11 cases.

A full-text copy of the proposed Second Extension Agreement,
together with a proposed Affirmation and Consent of various
Debtors, is available for free at:

            http://ResearchArchives.com/t/s?1b94

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Increases Payment to Equity Investors to $3.2MM+
------------------------------------------------------------------
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notifies the U.S. Bankruptcy Court for the Southern District of
New York that Tower Automotive Inc. and its debtor-affiliates have
decided to increase the Due-Diligence Amount -- the amount the
Debtors may pay to prospective equity investors and lenders -- up
to $3,225,000.

The Increase of the Due-Diligence Amount from $2,000,000 to
$3,225,000 was made:

    * with the consent of the Official Committee of Unsecured
      Creditors; and

    * pursuant to the Dec. 21, 2006, order issued by Judge
      Gropper authorizing the Debtors to increase payments upon
      notice to the Court.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants Lease-Decision Period Extended to July 31
-----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the Honorable
Allen L. Gropper of the U.S. Bankruptcy Court for the Southern
District of New York to further extend the time by which they must
assume or reject their unexpired nonresidential real property
leases through and including July 31, 2007.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, relates
that the Debtors are party to more than 18 major facility lease
agreements, including leases for office space locations and
key production centers.  The Debtors are current on all
postpetition obligations under the unexpired Leases, Mr. Sathy
relates.

The Leased Facilities will factor heavily into the Debtors'
ongoing operational restructuring, Mr. Sathy notes.

According to Mr. Sathy, the Debtors have already made significant
progress evaluating the Unexpired Leases.  As of March 9, 2007,
the Debtors have rejected nine different leases.  However, Mr.
Sathy explains that while the Debtors have made substantial
progress, they remain in active negotiations with the landlords
regarding certain of the Leased Facilities and require additional
time to assume or reject the Unexpired Leases.

The Debtors reserve their rights to evaluate whether any of the
Unexpired Leases are secured financing arrangements.  Nothing
will constitute an admission that any of the contracts are
properly categorized as lease arrangements, Mr. Sathy says.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIAD HOSPITALS: Inks $6.8 Bil. Merger Pact with Community Health
-----------------------------------------------------------------
Community Health Systems, Inc., and Triad Hospitals, Inc., have
entered into a definitive merger agreement pursuant to which CHS
will acquire Triad for $54 per share in cash, or approximately
$6.8 billion, including $1.7 billion of existing indebtedness.

The merger will create the largest publicly traded hospital
company in the United States.  The combined company would own or
operate approximately 130 hospitals in 28 states, with a total bed
count of more than 18,700.

The merger agreement was unanimously approved by the Board of
Directors of CHS.  Triad's Board of Directors, on the unanimous
recommendation of a Special Committee composed entirely of
disinterested directors, has approved the agreement and recommends
that Triad stockholders approve the merger.  All disinterested
members of the Board voted in favor of the agreement, with two
inside directors abstaining.

The acquisition is subject to certain closing conditions including
approval by Triad's stockholders, antitrust clearance and other
regulatory approvals, and is expected to close in the third
quarter of 2007.

There is no financing condition to the consummation of the
transaction.

CHS has received financing commitments from Credit Suisse,
Wachovia Capital Markets LLC, and certain of their affiliates.

"This is a strategic growth opportunity for CHS," CHS Chairman,
President and CEO Wayne T. Smith said.  "This deal will
substantially increase CHS's overall scale and enhance its
geographic diversity.

"The two companies have similar values and we are excited about
the 54 Triad hospitals and the addition of six new states to our
portfolio.  This acquisition complements our rural strategy by
adding mid-size markets in great locations and we look forward to
working with the talented and experienced management professionals
throughout the Triad organization."

"The transaction with CHS validates Triad's strategy and I am
proud of the value this brings to our shareholders.  We look
forward to working to ensure a smooth transition for our
communities," Triad Chairman and CEO James D. Shelton said.

Triad has terminated its previous merger agreement with a group
led by affiliates of CCMP Capital Advisors and GS Capital
Partners.  In accordance with the terms of the original merger
agreement, Triad paid a termination fee to the original purchaser.

Credit Suisse and Wachovia Capital Markets LLC are acting as
financial advisors to CHS and Credit Suisse delivered a fairness
opinion to CHS.  Kirkland & Ellis LLP is acting as legal advisor
to CHS.

Dewey Ballantine LLP is acting as legal advisor to Triad.  Lehman
Brothers Inc. is acting as financial advisor and delivered a
fairness opinion to the special committee of the board of
directors of Triad.  Baker Botts L.L.P. is acting as the special
committee's legal advisor.

As a result of this transaction, CHS has withdrawn its 2007
guidance.

A full-text copy of the companies' agreement and plan of merger is
available for free at http://ResearchArchives.com/t/s?1bb7

                  About Community Health Systems

Located in the Nashville, Tenn., Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- operates general acute care
hospitals in non-urban communities throughout the country.
Through its subsidiaries, the company currently owns, leases or
operates 77 hospitals in 22 states.  Its hospitals offer a broad
range of inpatient medical and surgical services, outpatient
treatment and skilled nursing care.

                       About Triad Hospitals

Plano, Tex.-based Triad Hospitals, Inc. (NYSE: TRI) --
http://www.triadhospitals.com/-- owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets.  The Company currently operates 54 hospitals
(including one under construction) and 13 ambulatory surgery
centers in 17 states with approximately 9,855 licensed beds.  In
addition, through its QHR subsidiary, the company provides
hospital management, consulting, and advisory services to more
than 170 independent community hospitals and health systems
throughout the United States.


TRIAD HOSPITALS: Moody's Holds Ratings on Review & May Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Community
Health Systems, Inc. under review for possible downgrade following
the report that the company will acquire Triad Hospitals, Inc. for
$6.8 billion, including approximately $1.7 billion of existing
Triad debt.

The report follows the Feb. 5, 2006, report that Triad had entered
into a definitive agreement to be acquired by affiliates of CCMP
Capital Advisors and GS Capital Partners in a transaction valued
at $6.4 billion.

Moody's review will focus on changes in the credit metrics of
Community Health as they are considered in the Global For-Profit
Hospital Rating Methodology, including the increase in the
financial leverage of Community Health resulting from the
financing of the transaction.  Moody's will also consider changes
in other factors such as the increased scale and diversity of
Community Health following the proposed transaction.

Moody's notes that the combined company will be the largest
publicly traded hospital operating company with estimated pro
forma revenue of approximately $9.9 billion for the year ended
Dec. 31, 2006.  Moody's review will also consider the resulting
capital structure of the combined company as those details become
available.  Moody's hopes to complete its review prior to the
expected close of the transaction in the third quarter of 2007.

Triad's ratings will remain under review for possible downgrade.
However, if Triad's debt is repaid or redeemed, as Moody's
expects, the rating agency would confirm and withdraw Triad's
ratings at the close of the transaction.

Summary of Moody's rating actions.

Ratings placed under review for possible downgrade:

   * Community Health Systems, Inc.

      -- Corporate Family Rating, Ba3

      -- Probability of Default Rating, Ba3

      -- 6.5% Senior subordinated notes due 2012, B2, LGD6, 93%

      -- Speculative Grade Liquidity Rating, SGL-2

   * CHS/Community Health Systems, Inc.:

      -- Senior secured revolving credit facility, Ba3, LGD3, 43%

      -- Senior secured term loan, Ba3, LGD3, 43%

Ratings remaining under review for possible downgrade:

   * Triad Hospitals, Inc.

      -- Corporate Family Rating, Ba3

      -- Probability of Default Rating, Ba3

      -- Senior secured revolving credit facility due 2011, Ba1,
         LGD2, 18%

      -- Senior secured term loan due 2011, Ba1, LGD2, 18%

      -- 7.0% Senior notes due 2012, B1, LGD4, 64%

      -- 7.0% Senior subordinated notes due 2013, B2, LGD5, 89%

      -- Speculative Grade Liquidity Rating, SGL-2

Community Health is an operator of general acute care hospitals in
non-urban communities.  The company's affiliates own, operate or
lease 77 hospitals in 22 states.  For the fiscal year that ended
Dec. 31, 2006, Community Health generated $4.4 billion in
revenues.

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected large
urban markets.  Triad recognized revenue of approximately
$5.5 billion for the year ended Dec. 31, 2006.


TRIPOS INC: Shareholders Vote to Sell Unit and Liquidate Company
----------------------------------------------------------------
Tripos, Inc., disclosed that its proposals to sell the assets of
its Discovery Informatics business to Vector Capital and to adopt
a plan of dissolution and liquidation of the company following
completion of that sale were each approved by the required
stockholder vote on March 16, 2007.

Closing of the Vector Capital sale is expected to occur early this
week.

Liquidation of the company will occur following resolution of all
corporate debts and obligations, and will commence approximately
six months from now.

                      About Vector Capital

Based in San Francisco, California, Vector Capital --
http://www.vectorcapital.com/-- is a private equity boutique
specializing in buyouts, spinouts and recapitalizations of
established technology businesses.

                        About Tripos Inc.

Headquartered in St. Louis, Missouri, Tripos, Inc. (Nasdaq:TRPS) -
- http://www.tripos.com/-- combines leading-edge technology and
innovative science to deliver consistently superior chemistry-
research products and services for the biotechnology,
pharmaceutical and other life science industries.  Within Tripos'
Discovery Informatics business, the company provides software
products and consulting services to develop, manage, analyze and
share critical drug discovery information.  Within Tripos'
Discovery Research business, Tripos' medicinal chemists and
research scientists partner directly with clients in their
research initiatives, leveraging state-of-the-art information
technologies and research facilities.


TRW AUTO: To Issue $1.1 Billion and EUR275 Million Senior Notes
---------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., has finalized the terms of its Senior Notes
offering.

The company will issue:

    * $500,000,000 in principal amount of 7% Senior Notes due
      2014,

    * EUR275,000,000 in principal amount of 6-3/8% Senior Notes
      due 2014, and

    * $600,000,000 in principal amount of 7-1/4% Senior Notes due
      2017.

The company anticipates that consummation of the offering will
occur on March 26, 2007.

The company intends to use the proceeds from this offering to
consummate its tender offers and consent solicitations for its
outstanding $825 million 9-3/8% Senior Notes due 2013, Euro 130
million 10-1/8% Senior Notes due 2013, $195 million 11% Senior
Subordinated Notes due 2013 and its euro 81 million 11-3/4% Senior
Subordinated Notes due 2013, as well as to pay for related fees
and expenses.

The Notes will be issued in a private placement and are expected
to be resold by the initial purchasers to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended, and to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act.  The
offer of the Notes will be made only by means of an offering
memorandum to qualified investors and has not been registered
under the Securities Act, and the Notes may not
be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the
registration requirements of the Securities Act.

                            About TRW

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE:TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, the company employs
approximately 63,800 people in 26 countries including Brazil,
China, Germany and Italy.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                          *     *     *

Fitch Ratings affirmed TRW Automotive Holdings Corp.'s BB Issuer
Default Rating, BB+ Senior secured bank lines, BB- Senior
unsecured notes, and B+ Senior subordinated unsecured Notes on
September 2006.


TXU CORP: Units Plan to Issue $1.8 Billion Senior Unsec. Notes
--------------------------------------------------------------
TXU Corp. reported that its subsidiaries TXU Energy Company LLC
and TXU Electric Delivery Company plan to issue an aggregate
$1.8 billion of senior unsecured floating rate notes maturing by
September 2008, which includes $1 billion principal amount of
senior unsecured floating rate notes at TXU Energy Company LLC,
and $800 million principal amount of senior unsecured floating
rate notes at TXU Electric Delivery Company.

The company said that the notes will be used to replace existing
short-term borrowings.  The proceeds from these offerings will not
be used to fund the reported merger transaction involving TXU
Corp.  In addition, the notes will be mandatorily redeemable upon
closing of the merger transaction and will not be outstanding
after the closing.

                         About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TXU Corp. to 'BB' from 'BBB-'.
Standard & Poor's also lowered its senior unsecured debt rating
on the company to 'B+' from 'BB+'.  The ratings on TXU remain on
CreditWatch with negative implications.


TXU CORP: Blackstone, Carlyle & Riverstone Plan to Make Rival Bid
-----------------------------------------------------------------
The Blackstone Group, The Carlyle Group and Riverstone Holdings
are planning to make a rival offer for TXU Corp, Michael Flaherty
and Megan Davies of Reuters report citing a source familiar with
the situation.

As reported in the Troubled Company Reporter on Mar. 1, 2007,
private equity firms Kohlberg Kravis Roberts & Co. and Texas
Pacific Group, and Goldman Sachs & Co., a private investment bank,
ink definitive merger agreement with TXU Corp. in a transaction
valued at $45 billion.

GS Capital Partners, Lehman Brothers, Citigroup and Morgan Stanley
intend to be equity investors at closing.  Under the terms of the
merger agreement, shareholders will be offered $69.25 per share at
closing, which represents a 25% premium to the average closing
share price over the 20 days ending Feb. 22, 2007.

Under the merger agreement, TXU may solicit proposals from third
parties through April 16, 2007.

According to the Financial Times, if Blackstone's consortium of
private equity groups will submit a formal offer for TXU, it could
create a bidding war.

According to Reuters' source, the new consortium's talks are still
in the early stage.

TXU will pay a $375 million break-up fee to the KKR group if it
will accept a better offer before April 16, 2007.  The termination
fee, however, increases to $1 billion after that date, Reuters
adds.

                        About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                           *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TXU Corp. to 'BB' from 'BBB-'.  S&P also lowered its
senior unsecured debt rating on the company to 'B+' from 'BB+'.
The ratings on TXU remain on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on March 5, 2007,
Fitch Ratings expects that the IDRs for TXU Corp, TXU US Holdings,
Inc., and TXU Energy Co. LLC would be lowered to approximately the
'B' category.

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Moody's Investors Service has placed the ratings of TXU Corp. and
its primary operating subsidiaries, TXU Electric Delivery Company
and TXU Energy Company LLC, on review for possible downgrade.  The
ratings for TXU US Holdings Company have also been placed on
review for possible downgrade.


UNITED CUTLERY: Creditors Committee Files Liquidation Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors of United Cutlery
Corporation delivered to the U.S. Bankruptcy Court for the Eastern
District of Tennessee on March 15, 2007, its Plan of Liquidation
for the Debtor.

Under the Plan, a Plan Administrator will be appointed to
liquidate the Debtor's assets and distribute the proceeds to
creditors.  The Plan Administrator will also object to claims, as
needed, and prosecute or settle Avoidance Action Claims.

Early this year, the Debtor sold approximately 1.295 acres of land
to Hardy Management Company for $200,000 -- 84 Lumber Sale.  The
Debtor also sold substantially all of its inventory and other
personal property to Bud K Worldwide Inc. for $2,025,000.

After the Plan Effective Date, the Debtor will deposit the Bud K
Proceeds -- the $50,000 allocated to the Debtor's unencumbered
vehicles as part of Bud K Sale -- into the Plan Expense Reserve.
The Debtor will also deposit the 84 Lumber Proceeds -- the
$200,000 allocated to the Debtor's unencumbered parcel of real
property as part of the 84 Lumber Sale -- into the Plan Fund.

                       Treatment of Claims

The Creditors' Committee believes there are no administrative
expense claims except for compensation and reimbursement claims of
professionals.

The Plan Administrator will pay to each holder of an Allowed
Priority Tax Claim Cash in an amount equal to the Claim as soon as
reasonably practicable after the Effective Date:

   Sevier County Trustee                $5,412
   Tennessee Department of Revenue    $330,679
   Office of the Attorney General         $640

Non-priority tax claims will also be paid in full.

Holders of Allowed General Unsecured Claims and SunTrust Bank,
N.A., with respect to its deficiency claim, will receive their pro
rata distribution of the remaining cash after:

   -- the Effective Date has passed;

   -- all objections to claims have either been allowed,
      withdrawn, or denied;

   -- there are no disputed, unliquidated or contingent claims
      that would be in Class B, General Unsecured Claims; or
      Class C, SunTrust Deficiency Claim; and

   -- All recoveries from Avoidance Action Claims have been
      deposited in the Plan Fund.

Holders of Equity Interests will not receive a distribution under
the Plan, and the shares of equity will be deemed cancelled upon
entry of the Final Confirmation Order.

A full-text copy of the Creditors Committee's Plan is available
for free at http://ResearchArchives.com/t/s?1bb5

Based in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactured hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
company also marketed fantasy-based swords, weapons and armor
under license from movie studios.  The company and two of its
affiliates filed for chapter 11 protection on Oct. 2, 2006 (Bankr.
E.D. Tenn. Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry,
Tipton & McLemore P.C., represents the Debtors.  Ingrid S.
Palermo, Esq., at Harter Secrest & Emery LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$9,964,288 and total debts of $26,361,930.


UNITED CUTLERY: Wants Case Converted to Chapter 7
-------------------------------------------------
United Cutlery Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Tennessee to convert its chapter 11 case to a
chapter 7 proceeding.

The Debtor points out that it has sold its tangible personal
property and its real property.  Early this year, the Debtor sold
approximately 1.295 acres of land to Hardy Management Company for
$200,000.  The Debtor also sold substantially all of its inventory
and other personal property to Bud K Worldwide Inc. for
$2,025,000.

Thus, the Debtor asserts, it is eligible to be a debtor under
Chapter 7 of the Bankruptcy Code.

Based in Sevierville, Tennessee, United Cutlery Corp. --
http://www.unitedcutlery.com/-- manufactured hunting, camping,
fishing, military, utility, collectible, and fantasy knives.  The
company also marketed fantasy-based swords, weapons and armor
under license from movie studios.  The company and two of its
affiliates filed for chapter 11 protection on Oct. 2, 2006 (Bankr.
E.D. Tenn. Case No. 06-50884).  Maurice K. Guinn, Esq., at Gentry,
Tipton & McLemore P.C., represents the Debtors.  Ingrid S.
Palermo, Esq., at Harter Secrest & Emery LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$9,964,288 and total debts of $26,361,930.


USA COMMERCIAL: Compass Partners Buys Loan Portfolio for $67 Mil.
-----------------------------------------------------------------
USA Commercial Mortgage Co. completed its Chapter 11 Plan of
Liquidation after Compass Partners LLC paid $67 million for the
company's loan portfolio, Bill Rochelle of Bloomberg News reports.

According to the report, Compass Partners topped Silver Point
Capital's $46.5 million opening offer at an auction in December.

USA Commercial and its debtor-affiliates' Chapter 11 Liquidation
Plan, confirmed in January 2007, provided that each holder of an
Allowed Secured Claim will receive, at the option of the relevant
Debtor, in full satisfaction, settlement, release and discharge of
and in exchange for their claim, either:

     a) cash from the Distribution Account of the relevant
        Debtor equal to the present value of the unpaid portion of
        their secured claim;

     b) the return of the collateral securing the allowed secured
        claim; or

     c) any other treatment agreed upon by the relevant Debtor and
        secured claim holder.

Holders of Allowed General Unsecured Claim in will receive their
Pro Rata share of all cash available for distribution, at the sole
discretion of USACM or the USACM Estate Administrator, from the
USACM Distribution Account up to the full amount of the claim
after payment of USACM's Liquidation Expenses, Allowed Secured
Claims, Allowed Administrative Expense Claims, Allowed Priority
Tax Claims, and Allowed Priority Non-Tax Claims in accordance with
the Plan and the provisions of the Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represent the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, has been employed as Chief Restructuring Officer
for the Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.


WASHINGTON MUTUAL: Fitch Holds BB Rating on 2005-1D Class D Loans
-----------------------------------------------------------------
Fitch Ratings recently completed a portfolio review of 681 classes
of securities rated by Fitch in the U.S. credit card asset-backed
securities sector.  While Fitch's surveillance efforts are
continuous and include a review of monthly servicing reports to
monitor transaction performance, formal portfolio reviews are also
conducted periodically.  The transactions were examined in order
to compare performance across the industry and included an
evaluation of the historical performance of the transactions, an
examination of any changes to key metrics or trust composition,
and an assessment of total available credit enhancement.

As a result of the review, Fitch affirms these outstanding ratings
as:

Washington Mutual Master Note Trust

Series 2005-1A

    -- Class A at 'AAA'.

Series 2005-1B

    -- Class B at 'A'.

Series 2005-1C

    -- Class C at 'BBB'.

Series 2005-1D

    -- Class D at 'BB'.

Series 2005-1M

    -- Class M at 'AA'.

Series 2005-2A

    -- Class A at 'AAA'.

Series 2005-2B

    -- Class B at 'A'.

Series 2005-2C

    -- Class C at 'BBB'.

Series 2005-2D

    -- Class D at 'BB-'.

Series 2005-2D-2

    -- Class D-2 at 'BB-'.

Series 2005-2M

    -- Class M at 'AA'.

Series 2006-1A

    -- Class A at 'AAA'.

Series 2006-1B

    -- Class B at 'A'.

Series 2006-1C

    -- Class C at 'BBB'.

Series 2006-1M

    -- Class M at 'AA'.

Series 2006-2A

    -- Class A at 'AAA'.

Series 2006-2C

    -- Class C at 'BBB'.

Series 2006-3A

    -- Class A at 'AAA'.

Series 2006-3C

    -- Class C at 'BBB'.

Series 2006-4A

    -- Class A at 'AAA'.

Washington Mutual Master Trust

Series 2001-D

    -- Class A at 'AAA'.

Series 2001-G

    -- Class A at 'AAA'.

Series 2004-A

    -- Class A at 'AAA';
    -- Class B at 'AA+';
    -- Class C at 'AA-';
    -- Class D at 'A-';
    -- Class E at 'BB+'.

Series 2004-C

    -- Class E 'BB-'.

Series 2004-D

    -- Class A at 'AAA';
    -- Class B at 'AA+';
    -- Class C at 'AA-';
    -- Class D at 'A-';
    -- Class E at 'BB+'.

Series 2004-E

    -- Class A at 'AAA';
    -- Class B at 'AA+';
    -- Class C at 'AA-';
    -- Class D at 'A-';
    -- Class E at 'BBB-'.

Series 2004-F

    -- Class A at 'AAA';
    -- Class B at 'AA+';
    -- Class C at 'AA-';
    -- Class D at 'A-';
    -- Class E at 'BBB-'.

Series 2004-G
    -- Class E at 'BB-'.


WCI COMMUNITIES: Icahn Offer Prompts S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on WCI
Communities Inc. on CreditWatch with negative implications
following the announcement that affiliates of Carl Icahn
plan to make a hostile tender offer for WCI's shares.

The negative CreditWatch placements reflect uncertainty regarding
WCI's strategic direction and ultimate capitalization.  While the
company's senior subordinated notes are protected by a change of
control provision, there is no assurance that WCI will have the
capacity to fund the repurchase of those notes before they mature.

Mr. Icahn recently announced his intent to offer $22 per share, a
16% premium to recent trading levels and indicative of a
$2.9 billion enterprise value.  The offer is conditioned upon the
removal of the company's poison pill.

If WCI's board of directors leave the poison pill in place, Mr.
Icahn's tender offer will remain effective until shareholders have
an opportunity to elect his previously nominated slate of
directors.  While a date has not been set for a shareholder vote,
WCI has historically held its annual shareholders' meeting
in mid-May.

Bonita Springs, Fla.-based WCI is a mid-sized regional
homebuilder, offering luxury high-rise and single-family homes to
affluent and active adult homebuyers in Florida (93% of closings),
and the Northeast and mid-Atlantic regions.  In 2006, WCI's sales
were sharply curtailed by its affluent consumers' increasing
reluctance to commit to discretionary luxury purchases.

Negative order trends got progressively worse throughout the year
and will continue to weaken WCI's financial profile in the near
term.  Earlier this year, the company engaged Goldman Sachs to
explore strategic alternatives.

Ratings Placed On CreditWatch

WCI Communities Inc.   To               From

Corporate credit      B+/Watch Neg/--  B+/Negative/--
Senior subordinated   B-/Watch Neg     B


WESTERN OIL SANDS: Earns CDN$63.4 Million in Year Ended Dec. 31
---------------------------------------------------------------
Western Oil Sands Inc. reported net earnings of $63.4 million on
revenues of $983.6 million for the year ended Dec. 31, 2006,
compared with net earnings of $149.4 million on revenues of
$910.3 million in 2005.

This year-over-year decrease in net earnings is in large part due
to the full turnaround completed during 2006, together with a
$72.1 million unrealized risk management loss associated with
marking to market Western's strategic crude oil hedging program
for 2007 through to 2009 compared to an unrealized risk management
gain of $13.5 million in 2005.

Earnings for the year also reflect $300,000 of unrealized foreign
exchange gains on Western's $450 million Senior Secured Notes and
option premium liability and a future income tax expense of
$16.7 million.

Western achieved record gross crude oil sales revenue of
$983.6 million in fiscal 2006 compared to $910.3 million in 2005,
including $825.4 million from proprietary production at an average
realized price of $60.51 per barrel.  Record sales revenues were
achieved largely due to a 21 per cent increase in Western's
realized crude oil price as a result of the continued strength in
world crude oil prices partially offset by a 14 per cent decrease
in bitumen production due to the full planned plant turnaround and
repair of a conveyor belt during the year.

During 2006, Western had no proprietary barrels subject to
financial hedge instruments and, consequently, enjoyed the full
appreciation of the underlying in West Texas Intermediate (WTI)
through its synthetic crude oil sales.  A careful and deliberate
decision was made to not hedge any barrels in 2006 as the capital
expenditures were not large relative to the capital spending
profile in subsequent years.  In 2005, gross revenues were reduced
by $110.4 million due to out-of-the-money fixed priced swap
contracts on a portion of Western's proprietary production and, as
a result, Western's crude oil price realization was reduced by
$7.11 per barrel.

Western's crude oil sales were subject to an overall quality
differential of $12.82 per barrel (2005 - $12.27 per barrel) off
of the Edmonton PAR benchmark crude oil price of $73.33 per barrel
in 2006.  The quality differential has increased marginally from
the prior year due to a heavier than normal sales mix associated
with the period prior to, and immediately following, the full
plant turnaround.  During this period, the Upgrader was not
running at optimal conversion rates resulting in a heavier blend
of synthetic crude oil.  This was offset by a general narrowing of
the heavy crude oil differential during 2006 which helped maintain
higher oil sands revenues and realized synthetic crude oil sales
prices.  The heavy crude oil differential averaged 35 per cent of
WTI prices, or $22.58 per barrel in 2006 compared to 39 per cent
or $21.83 per barrel in 2005.

Western's share of the Athabasca Oil Sands Project's operating
costs totaled $286.3 million in 2006 (2005 - $250.4 million)
including $40.2 million associated with the cost of the
turnaround.  Also included in this amount are costs associated
with removing overburden at the Muskeg River Mine (Mine) and
transporting bitumen from the Mine to the Upgrader.  On a per
processed barrel of bitumen basis, unit operating costs were
$28.38 per barrel based on average production of 27,500 barrels
per day in 2006 compared to $22.06 per barrel based on average
production of 31,994 barrels per day in 2005.  Excluding the
impact of the turnaround, operating costs were $24.50 per
processsed barrel for 2006 compared to $22.06 per processed barrel
for the prior year period.

At Dec. 31, 2006, the company's balance sheet showed
$1.794 billion in total assets, $1.002 billion in total
liabilities, and $791.7 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $155 million in total current assets available to
pay $185.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1b9c

                  Liquidity and Financial Position

Cash flow from operations, before changes in non-cash working
capital, was $228.4 million in 2006 compared to $244.2 million in
2005.

During 2006, Western's capital costs of $301.3 million were funded
primarily through cash flow from operations.  The balance was
funded by $36 million of incremental borrowings under the
Revolving Credit Facility and working capital.

Total amounts drawn under the Revolving Credit Facility were
$77 million at year-end.  At Dec. 31, 2006, Western had
$253 million in unused working capital capacity.

                        Capital Expenditures

Net capital expenditures totaled $301.3 million in 2006 compared
to $46.8 million in 2005.  Of this total, Athabasca Oil Sands
Project initiatives accounted for $251 million, including
$187.4 million for Expansion 1 which includes $2.8 million in
capitalized interest.

Capital expenditures of $15.2 million related to WesternZagros'
Limited's initiative in Kurdistan were also incurred in 2006.

                      About Western Oil Sands

Western Oil Sands Inc. (TORONTO: WTO.TO) (Other OTC: WTOIF.PK) --
http://www.westernoilsands.com/-- holds a 20% undivided interest
in the Athabasca Oil Sands Project located in the Athabasca region
of northeastern Alberta.  Shell Canada Limited and Chevron Canada
Limited hold the remaining 60 per cent and 20 per cent interests,
respectively..  WesternZagros Limited, a wholly-owned subsidiary
of Western, is pursuing conventional oil and gas exploration
opportunities in the Federal Region of Kurdistan in Northern Iraq.

                           *     *     *

Moody's Investors Service affirmed its Ba2 Corporate Family Rating
for Western Oil Sands Inc.


WESTLB AG: Closes $1.1 Billion Longview Power Financing
-------------------------------------------------------
WestLB AG's Global Energy Group closed $1.1 billion Senior Secured
Credit Facilities for the financing of Longview Power, a 695 MW
coal-fired power project currently under construction in West
Virginia and the first privately built coal-fired project in the
Eastern United States.  WestLB acted as Joint Lead Arranger and
Joint Bookrunner.

The Longview Power plant also meets the Best Available Control
Technology Standards air emissions control standards and provides
lower emissions per MWH generated, creating lower emission costs
compared to other plants.  The Plant's lower heat rate and state-
of-the-art fuel-gas clean-up equipment is up to 30% more
environmentally efficient than the existing coal-fired plants in
the U.S.  The Longview Power plant also has an advanced air
quality control system that reduces stack emissions and meets the
most stringent regulatory requirements.

The $1.1 billion credit facilities consist of a $350 million
delayed-draw term loan; a $300 million term loan B; a $250 million
construction bank loan; a $100 million revolving credit facility
and a $100 million synthetic letter of credit.

The credit facility was structured to appeal to both the
institutional loan market and commercial bank market.  The deal
was approximately two times oversubscribed.

                      About Longview Power

Longview Power, a wholly owned subsidiary of GenPower Holdings,
L.P., is a joint venture between First Reserve Corporation and
GenPower LLC.  First Reserve Corporation is the oldest and largest
private equity firm focused exclusively on energy investments with
$12.5 billion under management.  GenPower LLC is an experienced
developer of greenfield power projects both in the U.S. and
abroad.

                          About WestLB

Hearquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB) --
http://www.westlb.com/-- provides financial advisory, lending,
structured finance, project finance, capital markets and private
equity products, asset management, transaction services and real
estate finance to institutions.

In the United States, certain securities, trading, brokerage and
advisory services are provided by WestLB AG's wholly owned
subsidiary WestLB Securities Inc., a registered broker-dealer and
member of the NASD and SIPC.

                          *     *     *

Moody's Investor Service assigned WestLB AG's 7.15% Fixed Rate
Credit Linked Notes due 2013 at B1.


ZOOMERS HOLDING: Has Until June 1 to File Amended Plan
------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida gave Zoomers Holding Company LLC until June 1, 2007, to
file an amended disclosure statement and an amended plan of
reorganization.

The Court also extended the Debtor's exclusive solicitation
deadline to June 6, 2007.

The Debtor timely filed its Disclosure Statement and Plan of
Reorganization on Nov. 27, 2006.  Florida Community Bank objected
to the Disclosure Statement.

The Debtor and the Bank agreed that the Debtor would file an
amended disclosure statement and plan and that the disclosure
statement would be conditionally approved if no further objections
were filed by the Bank.

The Court conditionally approved the amended disclosure statement
on January 29, 2007.

The Court will convene a hearing on July 12, 2007, at 10:30 a.m.
to consider final approval of the Disclosure Statement and
confirmation of the Plan.

The Debtor says it is actively negotiating for debtor-in-
possession financing that will (a) satisfy the administrative
claims and the Bank's secured claim; (b) provide a distribution to
the unsecured creditors; and (c) allow the Debtor to complete its
family amusement park in Fort Myers.  If the DIP financing is
successful, the Debtor will seek approval of the lending
relationship on an expedited basis, prior to confirmation.

The Debtor has employed two commercial realtors, Kevin Jursinski
and Anthony Gorgano.

                      Overview of the Plan

The Debtor is the holding company of an 18-acre parcel of real
property located at 17051 Safety Street in Fort Myers, Florida.
It is the location of a family amusement park.  The Park is 95%
completed.  To complete the project, the Debtor estimates it needs
$718,705, excluding prepetition balances due to contractors.  As
completed, the Park has an appraised value of $15,720,000.

The Debtor plans to auction the Park if it does not secure DIP
financing or other capital infusion.  The Debtor intends to pay
its creditors through the refinancing, sale or auction of the
Park.

The Debtor will pay administrative claims in cash, in full.  The
Debtor does not believe there are any priority claims.  If there
are, they will also be paid in full.

First Community Bank's secured claim will be paid from the
proceeds of the sale or auction of the Park.  If the Bank's
secured claim is not paid in full, the deficiency claim will be a
general unsecured claim.

The state court will determine the priority of subcontractor
claims.  If the subcontractors prevail, the subcontractors will be
fully secured and will be paid in full from the proceeds of the
sale or auction of the Park.

General unsecured claims will be paid from any remaining proceeds
from the sale or auction of the Park.

Holders of equity interests will retain its ownership interest in
the Reorganized Debtor post-confirmation for the purposes of
auctioning the Debtor's assets.  The corporation will be dissolved
once all actions contemplated under the Plan are completed.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?1b9f

A full-text copy of the Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?1ba0

                         About Zoomers

Headquartered in Osprey, Florida, Zoomers Holding Company, LLC,
filed for chapter 11 protection on Apr. 28, 2006 (Bankr. M.D. Fla.
Case No. 06-02008).  Richard J. McIntyre, Esq., at Trenam, Kemker,
Scharf, Barkin, Frye, O'Neill & Mullis, P.A., represents the
Debtor.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Accuray Inc             ARAY        (55)         144       (5)
AFC Enterprises         AFCE        (31)         163        7
Alaska Comm Sys         ALSK        (25)         562       13
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (606)      29,145   (1,603)
Atherogenics Inc.       AGIX       (153)         178      112
Bare Essentials         BARE       (228)         156       54
Blount International    BLT        (105)         430      118
CableVision System      CVC      (5,289)       9,844     (763)
Carrols Restaurant      TAST       (104)         497      (25)
Centennial Comm         CYCL     (1,092)       1,422      112
Choice Hotels           CHH         (62)         303      (53)
Cincinnati Bell         CBB        (791)       2,014       28
Clorox Co.              CLX         (33)       3,624     (540)
Compass Minerals        CMP         (65)         706      165
Corel Corp.             CRE         (12)         130       31
Crown Holdings          CCK        (266)       6,358      106
Crown Media HL          CRWN       (478)         768       48
CV Therapeutics         CVTX        (46)         421      303
Dayton Superior         DSUP       (101)         322       82
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (565)         380       11
Dun & Bradstreet        DNB        (396)       1,360     (161)
Echostar Comm           DISH       (219)       9,768    1,008
Embarq Corp             EQ         (468)       9,091     (241)
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts          NYNY        (25)          61       (3)
Enzon Pharmaceutical    ENZN        (56)         404      150
Extendicare Real        EXE-U       (24)       1,315     (112)
Foamex Intl             FMXI       (404)         607       21
Ford Motor Co           F        (3,773)     290,217   (2,171)
Gencorp Inc.            GY          (96)       1,021        4
General Motors          GM       (4,251)     186,192    7,426
Graftech International  GTI        (110)         906      349
Guidance Software       GUID         (2)          22       (1)
HCA Inc                 HCA     (10,332)      23,611    2,502
Healthsouth Corp.       HLS      (1,526)       3,359     (381)
I2 Technologies         ITWO        (25)         190       17
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,846)       1,318       15
IMAX Corp               IMAX        (33)         243       84
Immersion Corp.         IMMR        (23)          50       34
Immunomedics Inc        IMMU        (24)          45       15
Incyte Corp.            INCY        (85)         354      278
Indevus Pharma          IDEV       (133)          91       51
Interstate Bakeries     IBCIQ      (293)       1,147     (423)
Investools Inc.         IEDU        (62)         132      (75)
IPG Photonics           IPGP        (31)         115       24
Koppers Holdings        KOP         (80)         649      162
Life Sciences           LSR         (25)         205       23
Lodgenet Entertainment  LNET        (58)         263       20
Maxxam Inc              MXM        (201)         992       26
McMoran Exploration     MMR         (18)         431      (27)
Mediacom Comm           MCCC        (95)       3,652     (266)
Movie Gallery           MOVI       (221)       1,166     (816)
Navisite Inc.           NAVI         (2)         101       (9)
New River Pharma        NRPH       (110)         151      (19)
Nexstar Broadcasting    NXST        (78)         679       27
NPS Pharm Inc.          NPSP       (182)         237      150
Obagi Medical           OMPI        (51)          50       12
ON Semiconductor        ONNN       (205)       1,417      268
Paetec Holding          PAET       (287)         238        7
Protection One          PONN        (80)         444       (5)
Qwest Communication     Q        (1,445)      21,239   (1,506)
Radnet Inc.             RDNT        (79)         131        2
Regal Entertainment     RGC         (20)       2,469     (315)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (580)       1,385      160
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (138)         467       25
Sealy Corp.             ZZ         (152)       1,003       57
Sirius Satellite        SIRI       (389)       1,658     (258)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (187)       3,716      (50)
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Int.        CLUB        (18)         424      (58)
Unisys Corp.            UIS         (64)       4,037      307
Weight Watchers         WTW         (68)       1,002      (82)
Western Union           WU         (315)       5,321      869
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (485)       3,637      920
XM Satellite            XMSR       (253)       2,027     (115)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador,
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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