TCR_Public/070321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 21, 2007, Vol. 11, No. 68

                             Headlines

177 ENTERPRISES: Case Summary & Three Largest Unsecured Creditors
A&A LAND: Voluntary Chapter 11 Case Summary
ABFC ASSET: Moody's Holds Rating on Class M-7 Certificates at Ba1
AFFILIATED COMPUTER: Darwin Deason & Cerberus Propose Merger
AFFILIATED COMPUTER: Moody's Puts Ratings Under Review

AES CORP: Delays Filing of 2006 Form 10-K Due to Restatements
AES CORPORATION: Restatements Cue Default Under Senior Facilities
AMERICAN CELLULAR: Can Borrow Up to $1.05 Bil. Under Sr. Facility
ASPEN FUNDING: S&P Cuts Preference Shares' Rating to B+ from BB
ATRIUM COMPANIES: Moody's Holds B1 Rating on $428.5 Mil. Loans

AZABU BUILDINGS: Hyatt Gets Interim OK to Buy Hotel for $445 Mil.
BE AEROSPACE: Moody's Puts All Ratings on Review and May Upgrade
BE AEROSPACE: Public Offering Prompts S&P's Positive CreditWatch
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
BURLINGTON COAT: Fitch Junks Rating on $305 Million Senior Notes

C-BASS: DBRS Rates $6.4 Mil. Class B-4 Certificates at BB (high)
CALPINE CORP: Dec. 31 Balance Sheet Upside-Down By $7.1 Billion
CARMIKE CINEMAS: Incurs $19 Million Net Loss in Year Ended Dec. 31
CASH COW: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Court Approves Spokane's Indiana Buyback Accord

CATHOLIC CHURCH: Spokane's Amended Disclosure Statement Approved
CITATION CORP: Taps Latham & Watkins as Lead Bankruptcy Counsel
CITATION CORP: Wants Court Nod on Burr & Forman as Local Counsel
CITATION CORP: Bankruptcy Filing Prompts S&P's Default Rating
CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1

CITIZENS COMMS: Moody's Rates Proposed $750 Mil. Sr. Notes at Ba2
CITIZENS COMMS: S&P Rates $750 Million Senior Notes at BB+
CITIZENS COMMS: Fitch Assigns BB Rating to $750 Mil. Senior Notes
COLLINS & AIKMAN: Court Okays Assumption of Owosso Facility Lease
COLLINS & AIKMAN: Port Huron Plant Remains Open to Serve Demand

COMMERCIAL MORTGAGE: Moody's Junks Rating on Class G Certificates
COMMONWEALTH EDISON: Selling $300 Million Mortgage Bonds
COMMUNITY HEALTH: Triad Buy Prompts Fitch to Put Ratings on Watch
COUDERT BROTHERS: Court OKs Kay Scholer as Examiners' Counsel
COVENTRY HEALTH: Good Performance Cues Fitch to Upgrade Ratings

CWABS ASSET: Moody's Eyes Possible Downgrade on Ba1 Rating
EL PASO CORP: Unit Launches Offer for Outstanding 6.70% Notes
EL PASO CORP: S&P Lifts Corporate Credit Rating to BB from B+
EMERGE INTERACTIVE: Closes Sale of CattleLog Biz to Origin Micro
ENERNORTH INDUSTRIES: Files Assignment Under Canada's BIA

FALCON RIDGE: Files Financial Reports for Three Quarters
FIRST FRANKLIN: Moody's Junks Rating on Class M-3 Certificate
FREMONT HOME: Fitch Holds Low-B Ratings on 8 Class Certificates
GALVEX HOLDINGS: Meeting of Creditors Continued to April 2
GLOBAL CROSSING: Dec. 31 Balance Sheet Upside-Down by $195 Million

GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Certificates
GREENWICH CAPITAL: Moody's Rates $8MM Class Q Certificates at B3
GS MORTGAGE: S&P Lifts Rating on Class G Certificates to B+ from B
GSC GROUP: S&P Assigns BB Rating to $13 Mil. Class D Certificates
GULF TANK: S&P Rates $90 Million Second-Lien Loan at B-

HERCULES OFFSHORE: TODCO Purchase Cues S&P's Positive CreditWatch
HERTZ CORP: Good Performance Prompts S&P's Stable Outlook
HEXION SPECIALTY: Posts $109 Mil. Net Loss in Year Ended Dec. 31
HOLLINGER INC: Conrad Black Trial Starts
IDEAL ELECTRIC: Auction on Certain Assets Set for March 26

IMAX CORP: Defers Filing of 2006 Form 10-K
IMMEDIATEK INC: KBA Group Raises Going Concern Doubt Due to Losses
INSMED INC: Ernst & Young LLP Raises Going Concern Doubt
INTEGRATED ALARM: Posts $4.7 Mil. Net Loss in Qtr. Ended Dec. 31
ITRON INC: Moody's Pares Corporate Family Rating to B1 from Ba3

JP MORGAN: Moody's Holds B3 Rating on $5 Mil. Class Q Certificates
KINGSLAND IV: Moody's Rates $14.9 Million Class E Notes at Ba2
LANDRY'S RESTAURANTS: Plans to Acquire Smith & Wollensky Group
LAZARD GROUP: Good Performance Prompts Moody's Positive Outlook
LEAP WIRELESS: Cuts Interest Rate Margin on Senior Credit Facility

MACDERMID INC: Amendments Cues S&P to Hold B+ Rating on Debt
MASSACHUSETTS HEALTH: S&P Revises Outlook on Revenue Bonds
MIRANT CORP: Bowline Wants to Assume $200 Million Insurance Policy
MIRANT CORP: Sells Surplus Equipment to LS Power for $22 Million
MOOG INC: Acquires ZEVEX International for $83.8 Million

MORGAN STANLEY: Moody's Holds B3 Rating on Class N Certificates
NEW CENTURY: California Issues Cease and Desist Order
NEW CENTURY: Fannie Mae Ends Loan Selling and Servicing Contract
NEW YORK RACING: Has Until July 16 to File Plan of Reorganization
NEW YORK RACING: Court OKs Supplemental Financing from State Funds

NORTEL NETWORKS: Board Wants KPMG as Auditor Replacing Deloitte
NORTHERN BERKSHIRE: S&P Holds BB- Rating on Revenue Bonds
OLD TAYLOR: Case Summary & Two Largest Unsecured Creditors
PACIFIC LUMBER: Wants to Employ DSI as Financial Consultant
PACIFIC LUMBER: Panel Taps Chanin Capital as Financial Advisor

PEOPLE'S CHOICE: Files for Chapter 11 Protection in California
PEOPLE'S CHOICE: Case Summary & 42 Largest Unsecured Creditors
QUANTA SERVICES: Moody's Eyes Upgrade on Corporate Family Rating
RAVELSTON CORP: Conrad Black Trial Starts
RCN CORP: Moody's Places Ratings on Review for Possible Downgrade

REFCO INC: Court Extends Removal Period Until May 11
RESI FINANCE: Fitch May Put Low-B Ratings on $70.4 Million Notes
RUSSEL METALS: Earns $158.7 Million in Year Ended December 31
SHAW GROUP: Lenders Extend Waiver Under Amended Credit Agreement
SHAW GROUP: Appoints KPMG LLP as New Independent Auditors

SMARTIRE SYSTEMS: Jan. 31 Balance Sheet Upside-Down by $12.3 Mil.
STERLING CHEMICALS: Plans to Launch Offering for Senior Notes
STERLING CHEMICALS: Moody's Rates Proposed $125 Mil. Notes at B2
STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
TAKE-TWO: Evaluating Alternative Actions, Including Selling Itself

TECHNICAL OLYMPIC: Posts Quarter and Full Year 2006 Net Losses
TRIAD HOSPITALS: Fitch Retains Negative Watch on Low-B Ratings
US CONCRETE: Reports $8 Million Net Loss in Year Ended Dec. 31
VISTEON CORP: Wants to Amend $1 Billion Secured Term Loan
WORLDGATE COMM: Marcum & Kliegman Raises Going Concern Doubt

* Upcoming Meetings, Conferences and Seminars

                             *********

177 ENTERPRISES: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 177 Enterprises, LLC
        2903 Mountain Road
        Pasadena, MD 21122

Bankruptcy Case No.: 07-12501

Chapter 11 Petition Date: March 19, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: J. Daniel Vorsteg, Esq.
                  Whiteford Taylor & Preston LLP
                  7 St. Paul Street, Suite 1800
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  Fax: (410) 625-7510

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
177 Liquor Group, Inc.                   $1,400,000
c/o H. Christian Pak, Esq.
5602 Baltimore National Pike
Baltimore, MD 21228

CIT Small Business Lending Corp.         $1,260,182
650 CIT Drive
Livingston, NJ 07039

U.S. Small Business Administration       $1,260,182
10 South Howard Street
Baltimore, MD 21201-2525


A&A LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: A&A Land Company, Inc.
        15880 Livernois
        Detroit, MI 48238

Bankruptcy Case No.: 07-45348

Debtor-affiliate filing separate chapter 11 petition:

      Entity                       Case No.
      ------                       --------
      A&A Sunoco, Inc.             07-45350

Chapter 11 Petition Date: March 19, 2007

Court: Eastern District of Michigan (Detroit)

Debtors' Counsel: Issam Abbas, Esq.
                  Abbass & Associates
                  13119 West Warren
                  Dearborn, MI 48126
                  Tel: (313) 581-9400

                               Total Assets   Total Debts
                               ------------   -----------
      A&A Land Company, Inc.     $2,000,000    $2,300,490

      A&A Sunoco, Inc.           $1,904,555    $3,356,290

The Debtors did not file a list of their 20 largest unsecured
creditors.


ABFC ASSET: Moody's Holds Rating on Class M-7 Certificates at Ba1
-----------------------------------------------------------------
Moody's has upgraded two tranches and confirmed its rating on one
tranche from the ABFC Asset-Backed Certificates, Series 2004-AHL1
transaction.  The securitization is backed by subprime mortgage
loans.

The upgrades are based on current credit enhancement levels
provided by subordination, as well as excess spread, and
overcollateralization relative to projected loss.  The rating on
M-7, which was on watch for downgrade, is confirmed since the
recent stepdown allowed a significant paydown of the class.

These are the rating actions:

   * ABFC Asset-Backed Certificates

   * Upgrade:

      -- Series 2004-AHL1, Class M-1, upgraded from Aa2 to Aaa;
      -- Series 2004-AHL1, Class M-2, upgraded from A2 to Aa2.

Confirm:

      -- Series 2004-AHL1, Class M-7, confirmed at Ba1;.


AFFILIATED COMPUTER: Darwin Deason & Cerberus Propose Merger
------------------------------------------------------------
Affiliated Computer Services Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that it received a
proposal from Darwin Deason and Cerberus Capital Management L.P.
to acquire all of the outstanding shares of the company for $59.25
per share in cash, other than certain shares and options held by
Mr. Deason and members of the company's management team.

                  Deason-Cerberus Buyout Proposal

In their proposal, Mr. Deason and Cerberus said their proposed
price represents a premium of 15.5% over the closing price of the
company's class A common stock on March 19, 2007, and an 18.3%
premium over the 90-day average closing price.

Mr. Deason and Cerberus expect that the company's Board of
Directors will establish a special committee of independent
directors to consider and negotiate the proposal on behalf of the
company's public shareholders and ultimately to recommend to the
Board of Directors whether to approve the Acquisition.

Mr. Deason and Cerberus also expect that the Special Committee
will engage its own legal and financial advisors to assist in its
review.

Specifically, Mr. Deason and Cerberus propose, among others, that:

   a) the acquisition would be structured as a merger in which a    
      newly formed acquisition vehicle of a holding company
      organized by the proponents for the transaction would merge
      with and into the company;

   b) Mr. Deason continue as Chairman following the acquisition;

   c) the business would continue to be run in accordance with the
      company's current practice while maintaining the company's
      valuable employee base; and

   d) in connection with the transaction, Mr. Deason would receive
      performance-based equity incentives.

                             Financing

Mr. Deason committed to roll, into equity securities of the
acquiror, company common stock and options having an aggregate
value of approximately $300 million based on the proposed
acquisition price.

Members of the company's executive management team would also be
required to roll over company common stock and options
representing at least 70% of the aggregate value of the company
common stock and options held by them based on proposed
acquisition price, and other members of the company's management
team would be required to roll over at least half of the aggregate
value of the company common stock and options held by them.

Members of management would also be afforded the opportunity to
roll over more company common stock and options.  Cerberus will
make a significant cash equity investment to fund a substantial
portion of the purchase price.

The balance of the purchase price will be financed through a
combination of bank loans and high yield securities issued
pursuant to commitment letters from financial institutions.

                    Citigroup Commitment Letter

Mr. Deason and Cerberus received a letter from Citigroup Global
Markets Inc. stating that it is highly confident of its ability to
raise the debt necessary to complete the transaction.

In that letter, Citigroup stated, "It is our understanding that
acquiror intends to finance the acquisition with:

   (i) up to $4,050 million of funded Senior Secured Credit
       Facilities;

  (ii) the underwriting or private placement of up to
       $2,515 million High Yield Notes; and

(iii) the contribution by the acquiror of cash equity and
       rollover equity, all of which will allow [the acquiror] to
       complete the acquisition and to pay fees and expenses
       associated therewith."

In evaluating the acquisition, Citigroup said it "is highly
confident of its ability to (i) underwrite fully or privately
place through a 144A offering with subsequent registration rights
the Notes and (ii) underwrite fully and syndicate the Senior
Credit Facilities."

                             Timetable

Cerberus has already begun its due diligence review, but will need
to conduct additional confirmatory business, accounting and legal
due diligence.  The proposal is subject to completion of the
confirmatory due diligence by Cerberus, as well as negotiation and
execution of a mutually satisfactory merger agreement.

Cerberus believes it can complete its due diligence within 45 days
from the date it is granted full access to the company's
management and the requisite due diligence materials.  The
proponents anticipate negotiation of the merger agreement
concurrently with the due diligence process, with a view to the
execution of the merger agreement in early-May 2007.

Cerberus said it is prepared to commence its confirmatory due
diligence review immediately following negotiation and execution
of a mutually satisfactory confidentiality agreement.

                    Second Quarter 2007 Results

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Affiliated Computer Services Inc. reported net income of
$72.1 million on revenues of $1.426 billion for the second quarter
of fiscal 2007 ended Dec. 31, 2006, compared with net income of
$102.4 million on revenues of $1.347 billion for the second
quarter of the prior year.  

At Dec. 31, 2006, the company's balance sheet showed
$5.928 billion in total assets, $4.038 billion in total
liabilities, and $1.89 billion in total stockholders' equity.

                     About Affiliated Computer

A FORTUNE 500 company, Affiliated Computer Services Inc.,
(NYSE: ACS) -- http://www.acs-inc.com/-- provides business   
process outsourcing and information technology solutions to world-
class commercial and government clients.  The company has more
than 58,000 employees supporting client operations in nearly 100
countries.


AFFILIATED COMPUTER: Moody's Puts Ratings Under Review
------------------------------------------------------
Moody's Investors Service has placed the ratings for Affiliated
Computer Services Inc. on review for possible downgrade after the
company's disclosure that founder Darwin Deason and private equity
fund Cerberus Capital Management have proposed to buy the company.
Deason and Cerberus are offering $59.25 for each ACS share, about
16% higher than ACS' closing price as of March 19, 2007.

"With a proposed consideration exceeding $8 billion, the
transaction, once approved, would likely result in a significant
increase in financial leverage and a multiple notch downgrade of
the company's ratings", according to John Moore, Moody's Senior
Analyst.

Ratings Placed on Review for Possible Downgrade:

   * Ba2 Senior Secured Term Loan Rating
   * Ba2 Senior Secured Revolving Credit Facility Rating
   * Ba2 Senior Notes Rating, $500 Million due 2010 and 2015
   * Ba2 Corporate Family Rating

Affiliated Computer Services, Inc., located in Dallas, Texas,
provides I/T and business process outsourcing services.


AES CORP: Delays Filing of 2006 Form 10-K Due to Restatements
-------------------------------------------------------------
AES Corporation disclosed in a regulatory filing with the US
Securities and Exchange Commission Monday that it is restating its
previously reported financial statements as a result of errors
discovered by its management.

As a result, the company says that the financial statements and
reports issued by its independent registered public accounting
firm, Deloitte & Touche LLP, should no longer be relied upon for
the years ended Dec. 31, 2003, 2004 and 2005.

Since AES has not finalized its year-end accounting review or
completed its preparation of year-end financial statements, the
company has not filed its Form 10-K for the year ending Dec. 31,
2006.  The 2006 Form 10-K will be filed as soon as practicable,
and will reflect the restated prior year financial results.

In addition, the company currently intends to amend its 2006
quarterly reports on Form 10-Q to restate its financial results in
those periods.

The company expects that the cumulative reduction to net income
for the errors currently identified will range from $80 million to
$105 million in the aggregate for all periods being restated.

However, no definitive conclusions may be presented regarding this
total until the accounting review is final.  The errors identified
by the company relate primarily to these categories, which may
change before the accounting review is finalized:

    * Accounting for derivatives;

    * Capitalization;

    * Certain errors, including depreciation adjustments in the
      Company's subsidiaries, C.A. La Electricidad de Caracas and
      AES Eletropaulo;

    * Share-based compensation, including stock option and
      restricted stock unit awards; and

    * Income tax expense

Many of these errors were identified as a result of the Company's
continuing remediation of previously identified material
weaknesses.  Other errors were discovered during the Company's
quarterly and year-end accounting reviews.  All errors that have
been presently identified result in non-cash adjustments.

The company's statement of non-reliance on prior period financial
statements is the result of a required adjustment for an embedded
foreign currency derivative in a power sales agreement at the
company's facility in Cartagena, Spain, which caused a material
adjustment to prior periods.  This error required a reduction to
net income of approximately $40 million in the aggregate for all
periods reported through 2005 and is individually material to the
results of operations for the years ended Dec. 31, 2003 and 2004.

The company continues to review its accounting and historical
granting practices relating to share-based compensation, with the
assistance of outside consultants noted in its Form 8-K dated
Feb. 26, 2007.

On March 19, 2007, an ad hoc committee comprised of certain
members of AES's Financial Audit Committee was formed at the
suggestion of management to review the procedures, conclusions and
recommendations that will be presented by management regarding the
review of share-based compensation.

The non-reliance determination was made last March 16, 2007 by the
Financial Audit Committee of AES's Board of Directors, upon the
recommendation of management.  The determination has been
discussed with Deloitte & Touche LLP.

                   About AES Corporation

AES Corporation -- http://www.aes.com/-- is a global power   
company.  The company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts
of electricity through 124 power facilities, the company
delivers electricity through 15 distribution companies.

AES has been in Eastern Europe for nearly ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.


AES CORPORATION: Restatements Cue Default Under Senior Facilities
-----------------------------------------------------------------
AES Corporation reported that as of March 16, 2007, it was in
default under its senior bank credit facility due to the need to
restate prior period financial statements.  In addition, the
senior bank credit facility contains a cross-default provision
that provides that if a condition exists that, with the giving of
notice or lapse of time or both, would enable the holders of
indebtedness in amounts in excess of $50 million to accelerate of
maturity thereof, including the senior notes and junior
subordinated notes, would constitute an event of default under the
senior bank credit facility.

As a result, $200 million of the debt under the company's senior
bank credit facility will be classified as current on the balance
sheet as of December 31, 2006.  The Company will seek a waiver of
this default from its senior secured facility lenders.  The
company may not borrow additional funds under the revolving credit
facility until obtaining this waiver.

The company, as of March 16, 2007, was also in default under its
$600 million senior unsecured credit facility agreement due to the
need to restate prior period financial statements.  As a result,
the company will seek a waiver of this default from its senior
unsecured credit facility lenders.   The company may not borrow
additional funds under the credit facility.  The current draw on
this facility is approximately $100 million.

Because the company did not timely deliver its Form 10-K for the
year ended Dec. 31, 2006 to the trustee, the company was not in
compliance with its indentures governing the company's senior
notes and junior subordinated notes, but that non-compliance does
not result in an automatic event of default or the acceleration of
the notes.  However, the trustee under any of the indentures or
the holders of at least 25% of the outstanding principal amount of
any series of such notes has the right to accelerate the maturity
of that series of notes, if the company fails to file and deliver
its 2006 Form 10-K within 60 days after written notice of such
default, unless holders of a majority of each such series of the
notes waive compliance with the filing and delivery requirement.

All of the indentures governing the notes and the senior unsecured
credit facility provide that an event of default occurs thereunder
when an event of default occurs under any other indebtedness of
the company in excess of $50 million and as a result of such
default, the maturity of such debt has been accelerated and such
acceleration has not been annulled within 60 days.

                   About AES Corporation

AES Corporation -- http://www.aes.com/-- is a global power   
company.  The company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts
of electricity through 124 power facilities, the company
delivers electricity through 15 distribution companies.

AES has been in Eastern Europe for nearly ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.


AMERICAN CELLULAR: Can Borrow Up to $1.05 Bil. Under Sr. Facility
-----------------------------------------------------------------
American Cellular Corp. entered into a senior secured credit
facility that enables it to borrow up to $1.05 billion from a
group of lenders.  Borrowings under the credit facility will bear
interest at a rate per annum equal to LIBOR plus an initial 2%
spread.  The new senior secured credit facility consists of:

     -- A 7-year, $900 million senior secured term loan facility;

     -- A 5-year, $75 million senior secured revolving credit
        facility; and

     -- A 7-year, $75 million senior secured delayed draw term
        loan facility.  The delayed draw term loan facility may be
        drawn at American Cellular's option for one year.

The credit facility is guaranteed by ACC Holdings LLC, American
Cellular's direct parent, and by each of American Cellular's
direct domestic subsidiaries.  It is secured by a first priority
security interest in substantially all of the tangible and
intangible assets of American Cellular, its direct domestic
subsidiaries and ACC Holdings LLC, as well as by a pledge of
American Cellular's capital stock and the capital stock of its
subsidiaries.

American Cellular intends to use the proceeds from the term loan
facility to fund the tender of its 10% Senior Notes due 2011, to
repay American Cellular's previous credit facility, and to pay
transaction costs related to the new credit facility.  The
revolving credit facility and delayed term loan facility will be
available for general corporate purposes.

The amount available under the credit facility may be increased by
an incremental facility under these specified terms and
conditions:

      (i) American Cellular's ratio of consolidated secured debt
          to EBITDA does not exceed 5.5 to 1 initially; and

     (ii) American Cellular's ratio of consolidated debt to EBITDA
          does not exceed 6.5 to 1.

A maintenance covenant limiting consolidated secured leverage is
applicable only when extensions of credit are outstanding under
the revolving credit facility.

Under the credit facility, there are mandatory scheduled principal
or amortization payments of the term loan facilities and no
reductions in commitments under the revolving credit facility.

Each term loan facility will amortize in an amount equal to 0.25%
per quarter, starting with the quarter ending June 30, 2007, and
quarterly through Dec. 31, 2013, with the balance due at maturity.  
The revolving credit facility is scheduled to mature in March 2012
and the term loan facilities are scheduled to mature in March
2014.

American Cellular is also required to make mandatory reductions of
the credit facilities with the net cash proceeds received from
certain issuances of debt and upon any material sale of assets by
it and its subsidiaries, subject to an 18-month reinvestment
provision.

                     About American Cellular

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

                           *     *     *

As reported in the Troubled Company Reporter on March 16, 2007,
Fitch Ratings assigned a rating of 'B+/RR2' to American Cellular
Corp.'s planned $1.05 billion senior secured credit
facility.  In addition, Fitch affirms the 'B-' Issuer Default
Rating for AmCell, Dobson Cellular Systems, Inc. and the parent
company, Dobson Communications Corp.  The Rating Outlook is
Stable.


ASPEN FUNDING: S&P Cuts Preference Shares' Rating to B+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
preference shares issued by Aspen Funding I Ltd., a static cash
flow CDO of ABS transaction consisting primarily of CMBS, RMBS,
and manufactured housing collateral, and removed it from
CreditWatch negative, where it was placed Dec. 15, 2006.

At the same time, the ratings assigned to the class A-3L and B-1
notes were affirmed and removed from CreditWatch, where they were
also placed with negative implications Dec. 15, 2006.  Lastly, the
ratings on the class A-1L and A-2L notes were affirmed.
  
Since February 2005, there has been negative credit migration in
the assets of the collateral pool, decreasing the credit
enhancement available to support the preference shares.  

However, though there has been deterioration in credit quality
since that time, it has been mainly offset by an increase in
overcollateralization available to the notes due to pay downs.
     
                    Rating Lowered And Removed
                    From Creditwatch Negative
   
                       Aspen Funding I Ltd.
                       
                                       Rating
                                       ------
           Class                  To              From
           -----                  --              ----
           Preference shares      B+              BB/Watch Neg
   
                   Ratings Affirmed And Removed
                    From Creditwatch Negative
   
                       Aspen Funding I Ltd.

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            A-3L                  BBB             BBB/Watch Neg
            B-1                   BB+             BB+/Watch Neg
    
                         Ratings Affirmed
                  
                       Aspen Funding I Ltd.

                    Class                Rating
                    -----                ------
                    A-1L                 AAA
                    A-2L                 A+


ATRIUM COMPANIES: Moody's Holds B1 Rating on $428.5 Mil. Loans
--------------------------------------------------------------
Moody's Investors Service has confirmed ACIH's corporate family
rating of B2 and discount notes rated Caa1.  ACIH is an
intermediate holding company that is structurally below Atrium
Corporation, the ultimate parent company, but resides above Atrium
Companies, Inc., the primary operating company.  

Moody's also confirmed the B1 rating on Atrium's senior secured
revolver and term loan B facilities.  Moody's upgraded the
company's speculative grade liquidity rating to SGL-3 from SGL-4
to reflect the recent amendment of the company's financial
covenants.  The ratings outlook is negative.

These ratings for ACIH, Inc. have been affected:

   -- Corporate Family Rating, confirmed at B2;

   -- Probability of Default Rating, confirmed at B2;

   -- $174 million senior discount notes due 2012, confirmed at
      Caa1, LGD6, 90%;

   -- Speculative Grade Liquidity Rating, upgraded to SGL-3 from
      SGL-4.

These ratings for Atrium Companies, Inc. have been affected:

   -- $378.5 million senior secured term loan B, due 2012,
      confirmed at B1, to LGD3, 35% from LGD3, 37%;

   -- $50 million senior secured revolving credit facility, due
      2011, confirmed at B1, to LGD3, 35% from LGD3, 37%.

This rating action concludes the review undertaken on
Oct. 30, 2006.

The negative ratings outlook reflects the current and anticipated
continued impact of the homebuilding and remodeling market
slowdown on Atrium's sales and cash flow generation.  The company
has significant revenue contribution from markets that are
currently experiencing a slowdown; these markets include Florida,
Arizona, California, and Nevada.  Further weakening in its major
markets could pressure the ratings unless this weakness was
balanced by its other markets.  Moody's analyst Paul Aran stated
"the spring selling season remains tenuous."

The speculative grade liquidity rating of SGL-3 reflects the
expectation that the company's free cash flow generation will
likely be weak though slightly positive over the next four
quarters.  The SGL rating also reflects improved headroom under
the company's covenants governing the senior secured credit
facilities due to recent amendments.  However, the company's fixed
charge coverage covenant remains relatively tight when one
considers current market conditions.

Atrium has access to a $50 million revolving credit facility that
is used intermittently for working capital purposes.  Moody's
considers the credit facility to be small relative to the
company's overall size, in part, because of the ratings trigger on
the company's account securitization facility.  Atrium is
projected to have availability of more than $15 million under its
$60 million accounts receivable securitization facility.  Were the
account securitization facility to be called, the company would
likely need to tap into its cash position given the revolver's
likely availability.

The ratings could be negatively impacted if cash flow generation
turns negative on a projected 12 month basis, if margins come
under pressure, or if additional leverage was incurred.

The outlook could revert back to stable if free cash flow to debt
was deemed to improve over 4% annually and if leverage improved to
under 5.25x and was deemed to be improving.  The ratings may
improve if the company's free cash flow to debt was projected at
over 8% annually and if debt to EBITDA was anticipated to be under
4x on a projected rolling four quarters basis.

Headquartered in Dallas, Texas, Atrium Companies, Inc. is one of
the largest window manufacturers in the North America.  Revenues
for the LTM period end Sept. 30, 2006, were $826 million.


AZABU BUILDINGS: Hyatt Gets Interim OK to Buy Hotel for $445 Mil.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii in Honolulu
granted Hyatt Corp. preliminary approval to purchase the assets of
Azabu Buildings Co. Ltd. for $445 million, Bill Rochelle of
Bloomberg News reports.

According to the report, the sale of the assets, which include the
1,230-room Hyatt Regency Waikiki Resort & Spa and the adjacent
King's Village shopping center, remains contingent on final
approval of Azabu's chapter 11 plan of reorganization.

The Court is scheduled to consider the disclosure statement
explaining Azabu's plan on May 3, Bloomberg says.

On November 10, 2005, Azabu Buildings Co. Ltd. aka Azabu Tatemono
K.K.'s creditors filed an involuntary chapter 11 petition against
the company (Bankr. D. Hawaii Case No. 05-50011).  The case was
subsequently converted to Chapter 11 in February.

The petitioning creditors are Beecher Limited, Nippon Capital
Partners LLC, Wac Inc., Preh Inc., and Nippon Portfolio.  The
creditors assert that they are collectively owed $103,828,518.
James N. Duca, Esq. at Kessner Duca Umebayashi Bain & Matsunaga,
and Bruce Bennett, Esq. at Hennigan, Bennett & Dorman LLP
represent the petitioners.

An affiliate, Azabu USA Corp. filed for chapter 11 protection on
March 15, 2007 (Bankr. D. Hawaii Case No. 07-00249).  Chuck C.
Choi, Esq., at Wagner Choi & Evers, represents Azabu USA.


BE AEROSPACE: Moody's Puts All Ratings on Review and May Upgrade
----------------------------------------------------------------
Moody's Investors Service placed all long term ratings of B/E
Aerospace, Inc., including its Corporate Family Rating of B1, on
review for possible upgrade.

The review was prompted primarily by the report of the company's
intent to issue 9 million shares of common equity through a public
offering, the proceeds of which are planned to be used towards
repayment, by way of call, of the company's 8-7/8% senior
subordinated notes due 2011.  The timing of this offering and
subsequent de-levering coincides with strong reported financial
results for FY 2006 and increased earnings guidance that B/E has
recently released for FY 2007 than reflect a continued strong
demand for its products primarily from international commercial
aircraft customers.

The review of B/E's ratings will focus on the progress the company
makes towards completing the shares offering and debt repayment
program, as planned, as well as on an assessment of the company's
growth, profitability, and cash flow prospects for FY 2007.
Moody's notes that B/E's current credit metrics alone position the
company squarely within the Ba category based on FY 2006 ratios.
As examples, the company's leverage of 3.1x, EBIT/interest
coverage of 3.5x, and retained cash flow of 25% of total debt are
key credit metrics that map to Ba to Baa ratings.  Free Cash Flow
remains weak for this rating.  Considering that the planned notes
repayment will result in a dramatic reduction in debt, credit
metrics will likely further improve substantially from current
levels.  

As such, Moody's believes that an upgrade of at least one notch to
B/E's Corporate Family Rating is a likely outcome of this ratings
review.  Further notching may be appropriate to the CFR, depending
on the outcome of the analysis of projected FY 2007 results,
liquidity analysis, as well as Moody's assessment of event risk
associated with a company that now has substantial additional debt
capacity where higher-risk investment opportunities may exist.


The ratings on the bank credit facility, which will make up nearly
the entirety of the company's debt structure upon redemption of
the subordinated notes, may not move the same number of notches as
the Corporate Family Rating due to the application of Moody's Loss
Given Default methodology.  

Currently, this debt is rated Ba3, one notch above the Corporate
Family Rating, due to support it gets from a substantial amount of
subordinated notes in the debt structure.  Removal of the
subordinated class of debt will result in Loss Given Default for
the remaining bank debt to be closer to the family LGD rate,
suggesting that a multi-notch upgrade of the bank debt to be less
likely than such an upgrade of the Corporate Family Rating.

Moody's has affirmed B/E's Speculative Grade Liquidity Rating of
SGL-2.  The proposed transactions will likely have a modest
positive effect on the company's liquidity, as a reduction in
interest expense will improve free cash flow generation, while
lower leverage will add significant cushion to covenant
compliance.  B/E reported $65 million of cash as of December 2006,
and has a $200 million revolving credit facility in place with
about $195 million available after deducting for letters of credit
usage.

B/E Aerospace, Inc., headquartered in Wellington, Florida, is the
world's largest manufacturer of commercial and general aviation
cabin interior products and a major independent distributor of
aerospace fasteners.  The company had FY 2006 revenue of
$1.1 billion.


BE AEROSPACE: Public Offering Prompts S&P's Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on BE Aerospace Inc. on
CreditWatch with positive implications.  About $500 million of
debt is outstanding.

"The CreditWatch placement follows BE Aerospace's announcement
that it plans to make a public offering of 9 million shares of its
common stock valued at about $300 million at current prices," said
Standard & Poor's credit analyst Roman Szuper.

This excludes an option granted the underwriters to purchase up to
an additional 1.35 million shares to cover any over-allotments.

BE Aerospace intends to use the proceeds to redeem its
$250 million 8.875% subordinated notes due 2011.  The transaction,
if consummated, would materially improve the firm's capital
structure and other credit protection measures.  On a pro forma
basis at Dec. 31, 2006, debt to capital would moderate to about
25% from 45% and debt to EBITDA would strengthen to 1.8x from
3.1x.

If the ratings are raised, the most likely outcome is a one notch
upgrade.  Standard & Poor's plans to conclude its review shortly.

Wellington, Florida-based BE Aerospace is the largest manufacturer
of aircraft cabin interior products, benefiting currently from
favorable market conditions.


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba2
---------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2007-AC2 and ratings ranging from Aa2 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end, Alt-A
residential mortgage loans acquired and originated by EMC Mortgage
Corporation.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization (OC), and excess
spread.  Moody's expects collateral losses to range from 1.10% to
1.30%.

EMC will service the loans and will also act as master servicer.
Moody's has assigned EMC its servicer quality rating of SQ2 as a
primary servicer of residential prime mortgage loans.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2007-AC2

   * Asset-Backed Certificates, Series 2007-AC2

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class X,   Assigned Aaa
                     Class M-1, Assigned Aa2
                     Class M-2, Assigned A1
                     Class M-3, Assigned A2
                     Class M-4, Assigned A3
                     Class B-1, Assigned Baa1
                     Class B-2, Assigned Baa2
                     Class B-3, Assigned Baa3
                     Class B-4, Assigned Ba2


BURLINGTON COAT: Fitch Junks Rating on $305 Million Senior Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Burlington Coat Factory Warehouse
Corp.'s Issuer Default Rating at 'B-' and the senior discount
notes at 'CCC/RR6'.  In addition, Fitch takes these rating
actions:

    -- $800 million asset-based revolver downgraded to 'B+/RR2'
       from 'BB-/RR1';

    -- $900 million term loan upgraded to 'B/RR3' from 'B-/RR4';

    -- $305 million senior unsecured notes upgraded to 'CCC+/RR5'
       from 'CCC/RR6'.

The Rating Outlook is Stable.  The company had approximately
$1.5 billion of debt outstanding as of Dec. 2, 2006.

The affirmation of the IDR reflects the company's relatively
steady margins despite recent pressure on comparable store sales
growth as well as BCF's brand recognition as a national discounter
of quality apparel and home products.  In addition, the
affirmation considers the intense competition within the apparel
and home sectors as well as the company's high leverage resulting
from the April 2006 leveraged buyout.  Nonetheless, BCF should
have adequate liquidity available to meet its near-term capital
and debt service requirements.  The downgrade of the revolver and
upgrade of the term loan and senior unsecured notes reflect a
revised recovery analysis described below.

BCF's business is seasonal with approximately 50% of the company's
$3.48 billion of revenues for the latest twelve months ended March
3, 2007 occurring from September to January.  Although warm
weather lowered the demand for outerwear this winter, causing
first half fiscal 2007 comparable store sales to decline 1.7%,
EBITDA increased due to higher markups and lower freight costs.  
Looking ahead, Fitch expects the company to maintain relatively
steady margins as a result of effective inventory management and
cost controls.

BCF's leverage, defined as total adjusted debt/EBITDAR, remains
high at 6.6x for the LTM ending Dec. 2, 2006 and EBITDAR coverage
of interest and rent was 1.7x over the same period.  Steady debt
levels and modestly improving operating performance should lead to
gradual improvement in the company's credit measures.  In
addition, BCF has adequate liquidity that totals around $560
million, consisting primarily of any undrawn asset-based revolver,
to meet its near-term capital and debt service requirements.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations in a distressed scenario.  The
asset-based revolver is secured by a pledge of inventory and
accounts receivable and is rated 'B+/RR2', reflecting superior
recovery prospects (71%-90%).  The term loan is secured by
property and is rated 'B/RR3', reflecting good recovery prospects
(51%-70%).  The unsecured senior notes at the operating company
level are guaranteed by the holding company and its current and
future restricted subsidiaries.  These notes are rated 'CCC+/RR5',
reflecting below-average recovery prospects (11%-30%).  The
unsecured senior discount notes are structurally subordinated at
the holding company level.  They are rated 'CCC/RR6', reflecting
poor recovery prospects (0%-10%) in a distressed case.


C-BASS: DBRS Rates $6.4 Mil. Class B-4 Certificates at BB (high)
----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-SL1 issued by
C-BASS 2007-SL1 Trust.

   * $117 million Class A-1 rated at AAA
   * $148.2 million Class A-2 rated at AAA
   * $10 million Class M-1 rated at A
   * $7.6 million Class M-2 rated at A
   * $8.5 million Class B-1 rated at BBB (high)
   * $7.1 million Class B-2 rated at BBB
   * $6.4 million Class B-3 rated at BBB (low)
   * $6.4 million Class B-4 rated at BB (high)

The AAA ratings on the Class A Certificates reflect 21.65% of
credit enhancement provided by the subordinate classes, initial
overcollateralization and monthly excess spread.  The rating on
the Class A certificates also takes into consideration a financial
guaranty insurance policy issued by XL Capital Assurance Inc.  The
policy will guarantee the timely distribution of interest and the
ultimate distribution of principal on the Class A Certificates.  
The "A" ratings on Class M-1 and M-2 reflect 18.70% and 16.45% of
credit enhancement, respectively.  The BBB (high) rating on Class
B-1 reflects 13.95% of credit enhancement.  The BBB rating on
Class B-2 reflects 11.85% of credit enhancement.  The BBB (low)
rating on Class B-3 reflects 9.95% of credit enhancement.  The BB
(high) rating on Class B-4 reflects 8.05% of credit enhancement.

The ratings on the Certificates also reflect the quality of the
underlying assets and the capabilities of Litton Loan Servicing LP
as Servicer, as well as the integrity of the legal structure of
the transaction. U.S. Bank National Association will act as
trustee.  The Trust will enter into an interest rate swap
agreement with JPMorgan Chase Bank, N.A commencing in March 2007
and ending on the distribution date in February 2012.  The Trust
will pay to the Swap Provider a fixed payment at a rate equal to
5.19% per annum in exchange for a floating payment at LIBOR
from the Swap Provider.  In addition, the Class A and Class M
Certificates will receive the benefits of an interest rate cap
agreement with JPMorgan Chase Bank, N.A with a strike rate of
6.00%.

Interest and principal payments collected from the mortgage
loans will be distributed on the 25th day of each month
commencing in March 2007.  Interest will be paid first to the
Class A Certificates and then sequentially to the subordinate
Certificates.  Until the step-down date, principal collected will
be paid exclusively to the Class A Certificates unless its
respective note balance is reduced to zero.  After the step-down
date, and provided that certain performance tests have been met,
principal payments will be distributed among all classes on a pro
rata basis.  In addition, provided that certain performance tests
have been met, the level of overcollateralization may be allowed
to step down to 16.10% of the then-current balance of the mortgage
loans.

All the loans in the underlying Trust are fixed-rate, second-lien
mortgage loans originated or acquired primarily by Countrywide
Home Loans Inc., Ownit Mortgage Solutions, Inc. and Mortgage
Lenders Network.  As of the cut-off date, the aggregate principal
balance of the mortgage loans was $338,452,370.  The weighted-
average mortgage rate is 11.68%, the weighted-average FICO is
635 and the weighted-average combined loan-to-value ratio is
96.90%.


CALPINE CORP: Dec. 31 Balance Sheet Upside-Down By $7.1 Billion
---------------------------------------------------------------
Calpine Corporation and its debtor affiliates reported
$1,764,907,000 net loss on $6,705,760,000 of total
revenues for the year ended Dec. 31, 2006, with the Securities
and Exchange Commission.

At Dec. 31, 2006, the company's balance sheet showed
$18,590,265,000 in total assets and $25,743,165,000 in total
liabilities, resulting in a $7,152,900,000 stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $3,168,329,000 in total current assets available to pay
$6,057,947,000 in total current liabilities coming due within
the next 12 months.

A full-text copy of Calpine Corporation's annual report on
Form 10-K for the year ended Dec. 31, 2006, filed with the
Securities and Exchange Commission is available for free at:

                http://ResearchArchives.com/t/s?1bb8

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  

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


CARMIKE CINEMAS: Incurs $19 Million Net Loss in Year Ended Dec. 31
------------------------------------------------------------------
Carmike Cinemas, Inc. disclosed results for its fourth quarter and
full year ended Dec. 31, 2006.  For the year ended Dec. 31, 2006,
the company incurred a net loss of $19.4 million, as compared with
a net income of $177,000 for the year ended Dec. 31, 2005.

                      Fourth Quarter Results

Net loss was about $5.7 million for the quarter ended Dec. 31,
2006, as compared with net income of $1.2 million for the quarter
ended Dec. 31, 2005.

Total revenue for the quarter ended Dec. 31, 2006, was
$122.8 million, as compared with $131 million for the quarter
ended Dec. 31, 2005.  Admissions revenue was $81.3 million for the
quarter ended Dec. 31, 2006, versus $86.3 million for the quarter
ended Dec. 31, 2005.  Concessions and other revenue totaled
$41.5 million for the fourth quarter of 2006, versus $44.7 million
for the fourth quarter of 2005.

Operating income was $3 million for the fourth quarter of 2006, as
compared with $15.8 million in the same period in the prior year.  

During the fourth quarter of 2006, Carmike recognized an
impairment charge of $5.8 million, as compared with a charge of
$2.5 million in 2005 relating to several underperforming theaters.
Theatre level cash flow was $26 million for the fourth quarter of
2006, versus $33.4 million for the same period in 2005.  Interest
expense was $12.7 million for the fourth quarter of 2006, versus
$9.8 million in the prior year period, due to higher interest
rates and an increase in average debt outstanding.

"During the fourth quarter, with the exception of Happy Feet, the
film slate was weaker than we have experienced in previous years,
and the top grossing industry films did not perform successfully
in our markets," Michael W. Patrick, Carmike's chairman, president
and chief executive officer, said.

"The digital installation at our theaters continues to progress,
we are optimistic about the industry box office in 2007, and we
believe we have opportunities to improve our operating results.  
We have faced some difficult challenges along the way, but we
firmly believe we are on the right path to achieving cash flow
improvement in the coming years," Mr. Patrick, added.

                         Full Year Results

Total revenues increased to $495.5 million, from $468.9 million
for the year ended Dec. 31, 2005.  Operating income was
$23.7 million in 2006, as compared with $41.3 million in 2005.

Carmike's general and administrative expenses during 2006 were
negatively impacted by $9.1 million for increased professional
fees, including those related to the restatement of the company's
financial statements.  

Theatre level cash flow was $100.3 million for the year ended
Dec. 31, 2006, as compared with $98.3 million for 2005.  

At Dec. 31, 2006, Carmike's cash and cash equivalent balance was
$26 million, as compared with $23.6 million at Dec. 31, 2005.  
Carmike had net debt of $414.1 million at Dec. 31, 2006, as
compared with net debt of $408.4 million at Dec. 31, 2005.  At
Dec. 31, 2006, Carmike had no borrowings outstanding under its
five-year $50 million revolving credit facility.

Carmike's results for the full year of 2006 and 2005 included
results attributable to GKC Theatres from May 19, 2005, the date
of acquisition.  The acquisition added 30 theatres with 263
screens in Illinois, Indiana, Michigan, and Wisconsin.

                         Accounting Errors

During the fourth quarter, the company adopted Staff Accounting
Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements When Quantifying Misstatements in Current Year
Financial Statements."  

The company identified $2.3 million of out of period errors and
has recorded these adjustments to accumulated deficit as of
Jan. 1, 2006, under the provisions of SAB No. 108. The
implementation of SAB No. 108 had no effect on the company's
fourth quarter operating results.

                       About Carmike Cinemas

Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. (NASDAQ:
CKEC) -- http://www.carmike.com/-- is a motion picture exhibitor  
in the U.S. with 301 theatres and 2,475 screens in 37 states, as
of Dec. 31, 2005.  Carmike's focus for its theatre locations is
small to mid-sized communities with populations of fewer than
100,000.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Columbus, Georgia-based movie exhibitor Carmike
Cinemas, Inc., and removed the ratings from CreditWatch, where
they had been placed with negative implications on March 31, 2006.  
The outlook is developing.


CASH COW: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Cash Cow Vending, LLC
        321 Penncrest Drive
        Langhorne, PA 19047

Bankruptcy Case No.: 07-11646

Chapter 11 Petition Date: March 20, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson, Cook, Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: (215) 946-4342

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


CATHOLIC CHURCH: Court Approves Spokane's Indiana Buyback Accord
----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington approves the Diocese of
Spokane's settlement, release and policy buyback agreement with
Indiana Insurance Company.  Judge Williams rules that:

    (a) if a Plan of Reorganization is confirmed in the Diocese of
        Spokane's Chapter 11 case, the proceeds of the sale of the
        Indiana 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;

    (b) if a Plan is not confirmed, the proceeds of the sale of
        the Indiana 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;

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

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

As reported in the Troubled Company Reporter on Aug. 11, 2006, the
Spokane Diocese had asserted that Indiana issued two comprehensive
general liability insurance policies, with effective dates between
1977-78 and 1978-79.  Despite an exhaustive search for the
policies, neither the Diocese nor Indiana had been able to locate
copies of the putative policies.

Before its bankruptcy filing, the Diocese tendered to Indiana the
defense of certain tort claims arising within the coverage years
of the Policies.  Indiana accepted the defense of those claims,
subject to a reservation of all Indiana's rights.  Indiana had
paid over $325,000 in connection with defense and indemnity costs
for Tort Claims against the Diocese.

In addition, Morning Star Boys' Ranch, a separately incorporated
nonprofit residential group home for boys, had asserted that
certain tort claims against it are covered by the Policies.  The
tender of those claims is under consideration.

Spokane and Indiana are also defendants in litigation concerning
the Diocese's insurers' position regarding the nature and scope of
their responsibilities, if any, to provide coverage to Spokane and
other parties under the various insurance policies with respect to
tort claims filed against the Diocese.

The Coverage Action was filed by certain insurers, including
Pacific Insurance Company, before the Spokane County Superior
Court in November 2004.  The Coverage Action has been removed to
the Bankruptcy Court and is pending before Judge Justin L.
Quackenbush of the U.S. District Court for the Eastern District of
Washington.

The principal terms of the Settlement Agreement are:

   (a) Indiana will pay $2,750,000 to the Diocese;

   (b) The Diocese will use the settlement amount solely for
       indemnity payments for Tort Claims related to individuals
       alleging injury;

   (c) The Diocese and Indiana will execute mutual releases,
       including that:

       -- The Diocese will dismiss, with prejudice, its claims
          against Indiana in the Coverage Action and sell the
          Policies back to Indiana free and clear of all liens,
          claims, encumbrances and other interests, with the sole
          exception of the rights, if any, held by Morning Star;
          and

       -- Indiana will release all claims for reimbursement of
          the $325,000 in defense and indemnity claims already
          paid for Tort Claims against the Diocese; and

   (d) If the Diocese proposes a plan of reorganization that
       channels Tort Claims to a trust, it will use its best
       efforts to include a channeling injunction that protects
       Indiana against the assertion of Tort Claims.

The Settlement Agreement is subject to a District Court order
barring all equitable contribution or other claims against Indiana
by other parties to the Coverage Action, unless Indiana waives the
condition.

A full-text copy of the Indiana Insurance Settlement Agreement is
available at no charge at http://researcharchives.com/t/s?f4d

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: Spokane's Amended Disclosure Statement Approved
----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington has entered a formal order
approving the Diocese of Spokane's First Amended Disclosure
Statement on March 9, 2007.

Judge Williams holds that the Disclosure Statement explaining the
Plan Proponents' Second Amended Joint Plan of Reorganization
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code; all objections to the Disclosure
Statement that have not been otherwise resolved, are overruled.

Judge Williams will convene a hearing to consider confirmation of
the Plan on April 24, 2007.  Objections to the Plan are due
April 13, and the Diocese's response to the objections due
April 20.

                        Modified Provisions

The approved Disclosure Statement provides that the Diocese's
Insurance Settlements have been approved by the Bankruptcy Court
and the orders with respect the Insurance Settlements are pending
before the District Court.  The orders are expected to be entered
on or before the Confirmation Date.

The approved Disclosure Statement further provides that the
proceeds of the sale of the Diocese's interest in Disputed Real
Property and Disputed Personal Property used in connection with
the Disputed Real Property to the Parishes for $14,000,000 and
the Participating Catholic Entities for a total of $5,700,000
will be used to pay the Diocese's Note.  The appraised value of
the Diocese's Disputed Real Property is approximately
$78,000,000.

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


CITATION CORP: Taps Latham & Watkins as Lead Bankruptcy Counsel
---------------------------------------------------------------
Citation Corp. and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Northern District of Alabama to
employ Latham & Watkins as their lead counsel.

Geoff Bell, Chief Financial Officer of Citation relates that the
company's board of directors has voted that the Debtors should
employ Latham & Watkins LLP as their lead counsel for insolvency
and other bankruptcy-related matters.

Mr. Bell states that the Debtors decided to employ Latham &
Watkins because it drafted and negotiated the pre-packaged Plan
of Reorganization and Disclosure Statement, the proposed debtor
in-possession financing and the term sheet of restructuring
credit agreement, which are the cornerstones of the Debtors' pre
packaged Chapter 11 cases.  In addition, Latham & Watkins
performed prepetition work for the Debtors, and is therefore
familiar with the Debtors' corporate structures and businesses.

Specifically, Latham & Watkins will:

   (a) advise the Debtors of their powers and duties as debtors-
       in-possession in the continued management of their
       bankruptcy affairs;

   (b) assist, advise and represent the Debtors concerning the
       confirmation of their proposed Plan of Reorganization,
       solicitation of Plan acceptances, and responses to
       Plan confirmation objections;

   (c) represent the Debtors concerning negotiations,
       documentation, and court approval or cash management,
       cash collateral and DIP Financing arrangements with
       various lenders and other entities;

   (d) represent the Debtors at hearings or matters pertaining to
       their affairs as debtors-in-possession;

   (e) prosecute and defend pending litigation matters and other
       matters that might arise during the Debtors' cases;

   (f) represent the Debtors in connection with assumption or
       rejection of executory contracts and leases, sale of
       assets, and other bankruptcy-related matters;

   (g) advise the Debtors on general corporate and litigation
       issues relating to their Chapter 11 cases, including
       securities, corporate finance, tax, and commercial
       matters; and

   (h) perform other legal services to the Debtors that may be
       necessary and appropriate for the efficient and economical
       administration in their Chapter 11 cases.

Latham & Watkins has assured the Debtors that that it will take
care not to duplicate the work of their lead counsel, Burr &
Forman LLP, or any other counsel retained in their bankruptcy
cases.

To ensure that there will be no duplication of effort, Latham &
Watkins will distribute to the Debtors and all attorneys at
Latham, Burr & Forman and other retained counsel a periodic work-
in-process report listing all projects being performed by
attorneys in the Debtors' Chapter 11 cases and the attorney or
attorneys responsible for each project.

Josef S. Athanas, Esq., a partner at Latham & Watkins, discloses
that it received a $200,000 prepetition retainer from the
Debtors.  The Debtors also paid the firm an aggregate of $739,893
of prepetition legal fees and expenses.  Mr. Athanas will charge
$675 per hour for his services.

Latham & Watkins' hourly rates are:

    Professional            Designation        Hourly Rate
    ------------            -----------        -----------
    David S. Heller         Partner               $825
    William P. O'Neill      Partner                750
    James W. Doran          Partner                650
    Caroline A. Reckler     Associate              475
    Jordan M. Litwin        Associate              350
    Elizabeth Arnold        Paraprofessional       235

Hourly rates for Latham professionals may range from:
                  
                 Partners         $595 - $975
                 Counsel          $525 - $850
                 Associates       $275 - $645
                 Paralegals       $135 - $150

Mr. Athanas assures the Court that Latham & Watkins does not
represent or hold any interest adverse to the Debtors or their
estates, and is a "disinterested person" as that term is defined
under Sections 101 and 327 of the Bankruptcy Code.

                 About Citation Corporation

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

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  At Oct. 2005, Citation's balance sheet showed total
assets of $360,243,000 and total debts of $294,702,000.  The
Debtors exclusive period to file a chapter 11 plan expires on
July 10, 2007.  (Citation Corp. Bankruptcy News, Issue No. 2,
http://bankrupt.com/newsstand/or 215/945-7000).


CITATION CORP: Wants Court Nod on Burr & Forman as Local Counsel
----------------------------------------------------------------
Citation Corp. and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Northern District of Alabama to to
employ Burr & Forman LLP as their local counsel

Geoff Bell, Chief Financial Officer of Citation, states that the
Debtors selected Burr & Forman as their counsel because:

   (a) Burr & Forman represented the Debtors in their prior
       bankruptcy cases filed on September 18, 2004, and through
       that representation, the firm has extensive knowledge of
       the Debtors' businesses and prior bankruptcy and
       restructuring efforts;

   (b) the Debtors have consulted with Burr & Forman before the
       Petition Date in connection with restructuring issues
       and preparation for the commencement and prosecution of
       their Chapter 11 cases;

   (c) Burr & Forman has considerable experience in Chapter 11
       reorganization cases and in the fields of debtors' and
       creditors' rights; and

   (d) Burr & Forman is familiar with the Debtors' corporate
       structures and businesses, and has performed other work
       for the Debtors before the Petition Date.

The Debtors expect that Burr & Forman will have joint
responsibility, along with Latham & Watkins LLP, for counseling
and representing them in connection with general bankruptcy
administration in their Chapter 11 cases.

Burr & Forman will also assist the Debtors on matters of general
corporate, finance, litigation, employee benefits, labor, tax,
customer issues, vendor issues, insurance, and on matters
relating to local bankruptcy custom and practice.

Michael Leo Hall, Esq., a partner at Burr & Forman, is one of the
lead professionals performing services to the Debtors.  Mr. Hall
says that his firm received a prepetition retainer that was used
in connection with preparing the filing of the Debtors'
bankruptcy cases.

Burr & Forman's hourly rates are:

              Designation           Hourly Rate
              -----------           -----------
              Partners              $300 - $440
              Associates            $200 - $285
              Legal Assistants      $135 - $150

Mr. Hall attests that Burr & Forman does not represent or hold
any interest adverse to the Debtors or their estates, and is a
"disinterested person" as that term is defined under Sections
101(14) and 327.

                 About Citation Corporation

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

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  At Oct. 2005, Citation's balance sheet showed total
assets of $360,243,000 and total debts of $294,702,000.  The
Debtors exclusive period to file a chapter 11 plan expires on
July 10, 2007.  (Citation Corp. Bankruptcy News, Issue No. 2,
http://bankrupt.com/newsstand/or 215/945-7000).


CITATION CORP: Bankruptcy Filing Prompts S&P's Default Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Citation Corp. to 'D' from 'CCC+' after the company
reported it has filed for Chapter 11 protection in U.S. Bankruptcy
Court.  Citation, a privately-held supplier of automotive and
industrial cast parts, has total debt outstanding of about
$240 million.

Standard & Poor's also lowered its issue rating on Citation's
senior secured revolving credit facility to 'C' from 'B-' and its
rating on Citation's senior secured term loan to 'D' from 'CCC-'.
Under a "prepackaged" plan filed by Citation with the bankruptcy
court, the company would continue to make timely interest payments
on the revolving credit facility while in bankruptcy.

In addition, Standard & Poor's affirmed its '1' recovery rating on
Citation's revolving credit facility and raised its recovery
rating on Citation's term loan to '3' from '4'.  The '1' recovery
rating indicates a strong likelihood of full recovery of principal
in the event of payment default, while the '3' recovery rating
indicates the expectation for meaningful (50%-80%) recovery of
principal.

Under Citation's plan filed with the bankruptcy court, the company
would convert approximately $160 million of its approximately
$191 million senior secured term loan to 100% of the new common
equity with the remaining $30 million converted into payment-in-
kind debt maturing until 2013.

Standard & Poor's has reviewed Citation's plan disclosure
documents, including a third-party valuation of the new common
equity.  Accordingly, Standard & Poor's believes the value
received by term loan lenders results in recovery in the 50%-80%
range.

The senior secured revolving facility, which had approximately
$39 million drawn, would be amended and restated using essentially
the same terms as existed prior to bankruptcy.  It is expected
that the company's $10 million subordinated notes would remain in
place post-bankruptcy.

A confirmation hearing for Citation's recapitalization plan has
been scheduled for April 5, 2007, and the company could emerge
from bankruptcy protection at or around that time.

Birmingham, Alabama-based Citation emerged from an earlier
bankruptcy filing in May 2005.  Its financial profile subsequently
was pressured by production cuts by large customers Ford Motor
Co., General Motors Corp., and the Chrysler unit of Germany's
DaimlerChrysler AG.  The product mix shift away from large SUVs
and pickup trucks also hurt Citation, which supplies higher-margin
parts for larger vehicles.


CITIGROUP MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2007-AMC1,
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Argent Mortgage Company, L.L.C.
and Ameriquest Mortgage Company originated adjustable-rate and
fixed rated subprime residential mortgage loans.  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses provided by subordination,
overcollateralization, excess spread and an interest rate cap.
Moody's expects collateral losses to range from 4.45% to 4.95%.

Countrywide Home Loans Servicing LP will service the loans in the
transaction.  Moody's has assigned Countrywide Home Loans
Servicing LP its servicer quality rating of SQ1 as a primary
servicer of subprime residential mortgage loans.

These are the rating actions:

   * Citigroup Mortgage Loan Trust 2007-AMC1

   * Asset-Backed Pass-Through Certificates, Series 2007-AMC1

                     Class A-1,  Assigned Aaa
                     Class A-2A, Assigned Aaa
                     Class A-2B, Assigned Aaa
                     Class A-2C, 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


CITIZENS COMMS: Moody's Rates Proposed $750 Mil. Sr. Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Citizens
Communications Company's proposed $750 million of senior unsecured
notes.  The company plans to use the proceeds from the proposed
notes issuance to prepay $200 million of bridge loan facility,
which was put in place to complete the acquisition of Commonwealth
Telephone Enterprises, and to redeem $495 million of debt maturing
in 2008.  

Moody's has affirmed the company's Ba2 corporate family rating
with a stable outlook as the proposed transaction will have an
insignificant impact on the company's credit profile.

Ratings actions include:

   * Citizens Communications Company

      -- Corporate Family Rating, Affirmed Ba2

      -- Probability of Default Rating, Affirmed Ba2

      -- $750 million new Senior Unsecured notes to be issued in
         two tranches, Assigned Ba2, LGD4, 55%

      -- Senior Unsecured Bank Credit Facility, Affirmed Ba2,
         LGD4, 55%

      -- Senior Unsecured Regular Bond, Affirmed Ba2, LGD4, 55%

      -- the outlook is stable.

   * Citizens Utilities Trust

      -- Preferred Stock, Affirmed B1, LGD6, 97%

Citizens Ba2 corporate family rating reflects the company's high
debt levels and the expected downward pressure on wireline revenue
and cash flow growth in the future.  Coupled with the significant
dividends that Citizens pays to its shareholders, free cash flow
available for debt reduction is likely to remain in the 2% - 3%
range over the next two years.  The ratings and the outlook
benefit from the stability of the company's operations, and
management's commitment to balance free cash flow allocations
between debt and equity constituents.

Although Moody's expects Citizens' debt to increase by up to
$990 million as a result of the CTCO acquisition, the rating
agency believes that the operating cash flow capacity of the
combined company will allow Citizens to drive leverage towards the
3.5x adjusted debt/EBITDA target in the intermediate term.   

Moody's has affirmed Citizens' SGL2 rating reflecting the
company's good liquidity profile, supported by its strong cash
flow from operations in relation to its low capital investment
needs and modest near term debt maturities.

Citizens Communications is an RLEC providing wireline
telecommunications services to approximately 2.6 million access
lines in primarily rural areas and small- and medium-sized cities.
The company is headquartered in Stamford, Connecticut.  Citizens
completed the acquisition of Dallas, Pennsylvania-based RLEC,
Commonwealth Telephone, on March 8, 2007.


CITIZENS COMMS: S&P Rates $750 Million Senior Notes at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' rating to
Citizens Communications Co.'s $750 million of senior unsecured
notes due 2015 and 2019.  

The notes will be issued in two tranches under Rule 144A with
registration rights.

Standard & Poor's also affirmed all ratings on Stamford,
Connecticut-based Citizens, including the 'BB+' corporate credit
rating.  The outlook remains negative despite marginally improved
liquidity from the refinancing of a $500 million debt due in 2008
because of Standard & Poor's expectations for declining revenue
and access lines.  Pro forma total debt is approximately
$4.7 billion.

Proceeds of the new issues will be used to refinance $200 million
of existing debt under the company's bridge loan facility
associated with the acquisition of Commonwealth Telephone
Enterprises Inc. and to retire $495.2 million of Citizens' 7.625%
senior notes due 2008.

"The ratings on Citizens reflect a shareholder-oriented financial
policy with an aggressive dividend payout and share repurchases, a
heightened business risk profile resulting from rising competition
from cable telephony and wireless substitution, integration risk
from the acquisition of Commonwealth, and longer-term risk to
regulatory support," said Standard & Poor's credit analyst Allyn
Arden.

Citizens also lacks a facilities-based video strategy to help
combat the triple play bundle offered by some cable operators.
Tempering factors include Citizens' status as a well-positioned
incumbent local exchange carrier with relatively stable and high
margins, primarily in less-competitive, rural areas; growth in
high-speed data services; and healthy discretionary cash flow
generation.

Pro forma total debt to EBITDA is about 3.6x.  In the absence of
additional debt-financed acquisitions, leverage should remain at
this level in the intermediate term.  In 2006, Citizens' revenue
was flat, but the rating agency anticipates modest revenue
declines over the next couple of years as mid-single-digit
access-line losses are partially tempered by growth in digital
subscriber lines.  Operating synergies from the Commonwealth
acquisition are marginal, at around $30 million, most of which
will come from headcount reductions.  As such, Citizens' EBITDA
margin should remain in the low- to mid-50% range.


CITIZENS COMMS: Fitch Assigns BB Rating to $750 Mil. Senior Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Citizens
Communications Company's proposed private placement of
$750 million senior unsecured notes to be issued in two series due
in 2015 and 2019.

Citizens intends to use a portion of the proceeds from the notes
to retire the $200 million of debt on the 364-day loan facility
that was used in part to finance the acquisition of Commonwealth
Telephone Enterprises, Inc. on March 8, 2007.  Citizens intends to
use the remaining portion of the proceeds to redeem, repurchase or
otherwise retire its $495.2 million principal amount of 7.625%
senior notes due 2008.  Citizens' Issuer Default Rating rating is
'BB', as are the ratings of its existing senior unsecured credit
facilities and its senior unsecured debt.  Citizens' Rating
Outlook is Stable.

The 'BB' rating reflects the relatively stable financial
performance of its telecommunications business, which stems from
its primarily rural operations.  Offsetting factors include the
continuing pressure of competition, the slight levering effect of
the proposed acquisition of Commonwealth, and the company's higher
payout of free cash flow in the form of dividends.

Citizens completed the acquisition of Commonwealth on
March 8, 2007.  The total value of the transaction was
approximately $1.29 billion.  Fitch anticipates that Citizens'
gross debt-to-EBITDA will be approximately 3.7x in 2007 compared
to 4.0x at the end of 2006.  Debt was temporarily high at year-end
2006 as financing activities for the Commonwealth transaction
resulted in more than $1 billion in cash on the balance sheet.  On
a net debt-to-EBITDA basis, Citizens' leverage was approximately
3.1x.  As a result of the Commonwealth transaction, Citizens
expects to obtain approximately $30 million in annual synergies,
and will incur approximately $35 million in integration costs.

Fitch's believes the Commonwealth acquisition will have a slightly
levering effect but that Citizens' credit metrics will remain
within the range of the current 'BB' rating category.  Moreover,
an anticipated dividend payout in the low 60% range is expected to
continue to provide Citizens with good financial flexibility.

The company's guidance calls for pre-dividend cash flow in the
range of $425 million to $450 million in 2007.  Capital
expenditures are expected to range from $270 million to  
$280 million.  Liquidity is good with an undrawn, $250 million
senior unsecured credit facility in place until October 2009.  On
Feb. 27, 2007, Citizens reported a new $250 million share
repurchase program, with repurchases anticipated to take place
over a 12-month period.

In the intermediate term, there is some uncertainty regarding
revenues and cash flows due to potential longer term reforms of
the universal service fund program and the intercarrier
compensation structure.  Policymakers are generally supportive of
rural carriers but the outcome of reforms is uncertain.


COLLINS & AIKMAN: Court Okays Assumption of Owosso Facility Lease
-----------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District of Michigan authorized Collins & Aikman Corp.
and its debtor-affiliates to assume a lease by Debtor Owosso
Thermal Forming, LLC, and assign it to S-Group Automotive, Ltd.,
contemporaneous with the closing of the Owosso Purchase Agreement.

Debtor Owosso Thermal Forming, LLC, entered into an asset purchase
agreement with S-Group Automotive, Ltd., on Feb. 5, 2007.  The
Debtors will sell certain assets to S-Group as soon as practicable
under the provisions of the Owosso Purchase Agreement.  The
Debtors will, at closing, assign, transfer and deliver free and
clear of any liens and obligations to S-Group assets including:

     * certain equipment and machinery, including bridge cranes,
       Advantage Chillers, Conair Granulator, Fostoria Process
       Heating Ovens and office equipment;

     * all useable and merchantable inventories;

     * all of its rights, title and interest in and to all
       methods, information, data or know-how owned by the
       Debtors and used solely in connection with the industrial
       manufacturing of automotive interior components business
       conducted primarily at facilities located at 751 South
       Delaney Road, Owosso, Michigan;

     * all records relating to the Business, Owosso Facility or
       acquired assets; and

     * all licenses, permits, approvals and certificates relating
       solely to the Owosso Facility, the ownership or use of the
       Acquired Assets or the operation of the Business.

The Closing Date will be a date not later than five days after
the Court approves the sale.

Assets excluded from the sale are cash and cash equivalents;
accounts receivable; 200 Ton Blow Molding Machine; 180 Ton Blow
Molding Machine; inventory other than the Useable and
Merchantable Inventory; all retained causes of action relating to
Acquired Assets; and all Chapter 5 actions and other avoidance
actions related to the Acquired Assets.

The excluded assets will be removed from the Owosso Facility
within 120 days of the Closing Date.  Excluded Assets remaining
in the Owosso Facility will be deemed abandoned by Owosso unless
otherwise agreed to by S-Group and Owosso.

S-Group will assume the Owosso Facility lease dated June 15,
2004, by and between One If By Land LLC and Owosso, contingent on
the Court's approval of the assumption and assignment of the
Lease.  S-Group will not assume Owosso's liabilities and
obligations arising from the operation of the Business; Owosso
Facility or otherwise; the Debtors' occupancy or use of the
Facility; or environmental law related to conditions on or under
the Owosso Facility, ownership of the Acquired Assets or the
operations of the Business on or before Closing.

The purchaser will be responsible for the timely payment of all
necessary taxes in connection with the consummation of the
Agreement.

The aggregate purchase price for the Acquired Assets will be
$687,500, payable in immediately available funds to be paid at
Closing.  Owosso will place up to $103,125, but no more than
$150,000 into an escrow account for 60 days after the Closing
Date to account for any post-Closing adjustments.  The unused
proceeds will remain the Debtors' property and will be
immediately distributed to Owosso pursuant to the escrow
agreement.

General Motors Corp. and DaimlerChrysler Corp. will transfer all
of their respective rights, title and interest in the Business'
inventory, free and clear of all liens, claims and encumbrances,
and without any right of set-off or reduction, to Owosso.  
GM will be paid $38,000, and DCC, $230,000.

S-Group will prepare and deliver to Owosso a written statement of
a detailed calculation of the final inventory amount -- value of
the Useable and Merchantable Inventory owned by Owosso as of the
Closing Date -- and the closing statement, which is the resulting
adjustment to the Purchase Price, no later than five business
days after the Closing Date.

The Final Inventory Amount will be paid either within 15 days
after the Closing, if no objection is received; or within 10 days
of determination of the Final Inventory Amount by either an
independent accounting firm or by agreement of both parties.

S-Group will provide sufficient numbers of job offers to current
employees at sufficient terms and conditions of employment to
conform with the Worker Adjustment and Retraining Notification
Act of 1988 or any similar state or local law, regulation or
ordinance.

The purchaser will also perform each and every obligation of the
Owosso under all outstanding purchase orders between the Owosso
and any Debtor or Debtor-affiliate.

                   Irrevocable Letter of Credit

The Debtors filed as exhibit a form of irrevocable letter of
credit to be posted to One If By Land LLC by S-Group Automotive,
Ltd., assignee of the Owosso Facility Lease dated June 15, 2004,
between One If By and Debtor Owosso Thermal Forming, LLC.

Tim McFarlane, president SW Region of Hometown Bank, as
instructed by S-Group, established a non-transferable Irrevocable
Letter of Credit to One If By Land, effective immediately and
expiring on Feb. 28, 2009, authorizing One If By Land to draw on
Hometown Bank an amount not exceeding $396,882 in the aggregate,
to pay any amount equal to any default in payment of the Lease or
additional rent set forth in the Owosso Facility Lease.

The Stated Amount will be reduced automatically, as of the first
day of each calendar quarter, by an amount equal to all payments
of base rent and taxes made by S-Group to One If By Land during
the preceding calendar quarter.

                       Objections Settled

On March 5, 2007, Judge Rhodes entered the orders, which also
settled the objections to the Debtors' request.

(1) One If By Land

The Debtors and One If By Land agreed that the objection would be
withdrawn upon entry an order providing that:

    -- the Debtors' assumption of the Owosso Lease and the form
       of the Irrevocable Letter of Credit is approved, and the
       Owosso Lease is assigned to S-Group conditioned on the
       closing of the Owosso Purchase Agreement;

    -- the Debtors will pay $30,000 to One If By Land no later
       than five business days after the assumption of the Owosso
       Lease, which satisfies in full any and all obligations to
       cure any existing default under the Owosso Lease,
       including unpaid rent, legal fees of the lessor and damage
       to the premises;

    -- the assignment of the Owosso Lease to S-Group is
       conditioned on its posting of the Irrevocable Letter of
       Credit to One If By Land; paying the lessor a security
       deposit equal to one month of the current base rent; and
       providing One If By Land with evidence of insurance;

    -- S-Group agrees to abide by the terms of the Owosso Lease
       and will make direct payment of the rent to the lessor's
       mortgage holder at LaSalle Bank Midwest, William H. Byrne,
       2600 W. Big Beaver, MC: M0900-330, Troy, Michigan; and

    -- S-Group will provide with a copy of all payments to the
       lessor's counsel at the law office of Troy R. Taylor PLLC,
       at 126 N. Center St., Ste. C, Northville, Michigan.

(2) GECC

General Electric Capital Corp. withdraws its objection to the
Debtors' request.  The parties agreed that:

     * the Debtors will pay GECC $425,000 from the Purchase Price
       no later than five days after receipt of the Purchase
       Price;

     * upon receipt of the amount, GECC waives any and all claims
       and releases any and all liens, claims and encumbrances on
       and to any Acquired Assets;

     * nothing in the notice of sale of De Minimis Assets or
       order will modify the final order authorizing Debtors to
       obtain postpetition financing and to utilize cash
       collateral and granting adequate protection to prepetition
       secured parties dated July 28, 2005; and

     * any relief granted will be subject to the Final Debtor-In-
       Possession Order and the corresponding postpetition credit
       agreement, and any and all proceeds obtained from the
       contemplated transactions will be administered in
       accordance with the Final DIP Order and DIP Credit
       Agreement.

The Debtors and S-Group acknowledge that the sale of assets under
the Owosso Purchase Agreement do not include the sale of any
assets not owned by the Debtors, and that the lessor's assets are
not the property of the Debtors or S-Group.

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: Port Huron Plant Remains Open to Serve Demand
---------------------------------------------------------------
Collins & Aikman Corp.'s Port Huron, Mich., plant continues
production to serve demand for the company's products, extending
the March 3, 2007, closing date, Times Herald reports.

"Without a sale, the plant, which employs about 530 people, could
still close," David Youngman, Collins vice president of
communications, says.

Meanwhile, sale of Collins' St. Clair plant, part of the carpet
and acoustics divisions, is pending.  The St. Clair plant employs
180 workers.

Doug Alexander, executive director of the Economic Development
Alliance of St. Clair County, notes that Collins' leasing of Dove
Street building and certain molding machines in the Port Huron
facility could make a sale more difficult.

The Port Huron Plant recently lost one of its largest contracts
to Canada-based automotive supplier Magna International.  EDA
sent Magna information regarding Port Huron, but has not received
any feedback.

           Morristown and Belvidere Plants to Close

The Collins & Aikman Products Co. Morristown, Ind., which
employs 240 workers, will close by March end, The Associated
Press reports, citing a union representative.

The Morristown Plant manufactures cockpit modules, automotive
floor and acoustic systems, instrument panels and plastic-based
trim.  Company spokesman David Youngman says that no severance
package has been negotiated with the plant's employees yet.

In addition, on May 5, 2007, Collins will be shutting down its
plant in Belvidere, Ill.  WIFR - News reported that Collins has
served 60-day notices to its 120 employees, who were informed
that all operations would stop by May 5, 2007.

                Flex-N-Gate Seeks Tax Exemption

Cadillac News reports that Flex-N-Gate, which intends to purchase
Collins' Evart, Mich., plant, has applied to the city of Evart for
an industrial facilities tax exemption.

Flex-N-Gate seeks an abatement of $125,000 for a period of
12 years beginning May 1, 2007.  

According to Sally Barber of Cadillac News, Flex-N-Gate informed
the city that it would provide improvements at the facility,
which will support retention of 480 jobs at the facility.  The
proposal include expansion of paint line to accommodate fascias,
adding sheet metal and parts, modifications of wash booth
openings and dry-off air duct banks and other upgrades to paint
booths.

The Evart plant is one of the three largest taxpayers in the
city, City Manager Roger Elkins says, according to Cadillac
News.  

"In this case they (city council) are looking at the strong
possibility they (the plant) could face either substantially
reduced work, outsourcing or close entirely," Mr. Elkins said.
"So what the council is looking at is as helping the community
keep existing jobs and that it would be good for us in the
future.  They are hoping they will be looking at adding new
jobs."

Cadillac News also reported that Flex-N-Gate presented a
proposal to Michigan Economic Growth Authority at the state
agency's board meeting, according to Mr. Elkins.

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).


COMMERCIAL MORTGAGE: Moody's Junks Rating on Class G Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded the rating of one class and affirmed the ratings of
seven classes of Commercial Mortgage Acceptance Corp., Commercial
Mortgage Pass-Through Certificates, Series 1997-ML1:

   -- Class A-3, $184,484,047, Fixed, affirmed at Aaa
   -- Class A-4, $73,035,115, Fixed, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $59,394,000, Fixed, affirmed at Aaa
   -- Class C, $46,666,000, Fixed, upgraded to Aaa from Aa3
   -- Class D, $46,667,000, Fixed, upgraded to A2 from Baa2
   -- Class E, $16,969,000, Fixed, affirmed at Baa3
   -- Class F-1 $10,000,000, Fixed, affirmed at Caa3
   -- Class F-2, $40,909,000, Fixed, affirmed at Caa1
   -- Class G, $38,429,903, Fixed, downgraded to C from Ca

Moody's is upgrading Classes C and D due to the resolution of a
specially serviced loan at a smaller loss than previously
estimated.

Moody's is downgrading Class G due to realized losses.  Moody's
last full review of this transaction was in August 2006.  At that
time the pool's fourth largest exposure, the Shilo Portfolio Loan
of $58.6 million, was in special servicing.  On March 8, 2007, the
borrower made a discounted loan payoff of $47.0 million, which
resulted in a realized loss of approximately $12.1 million.  This
loss was significantly less than previously estimated in Moody's
last full review.

As of the March 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 39.1%
to $516.6 million from $848.5 million at securitization.  The
Certificates are collateralized by 10 loans or loan groups ranging
in size from 3.6% to 22.1% of the pool.  Three loans, representing
28.0% of the pool, have defeased and are collateralized by U.S.
Government securities.  Since securitization the pool has
experienced an aggregate realized loss of $12.5 million.  
Currently there are no loans in special servicing.  Nine loans,
representing 84.7% of the pool, mature by year-end 2007.


COMMONWEALTH EDISON: Selling $300 Million Mortgage Bonds
--------------------------------------------------------
Commonwealth Edison Company has agreed to sell an additional
$300 million of its currently outstanding Series 103 first
mortgage bonds maturing on March 15, 2036 and bearing a coupon of
5.9%.

The offering is being led by Citigroup Corporate and Investment
Banking as the sole book-runner. The sale is scheduled to close on
March 22, 2007.

The company will use the net proceeds from the sale of the bonds
to refinance commercial paper and to repay borrowings made under
its revolving credit agreement.

Copies of the prospectus supplement and accompanying prospectus
relating to the offering may be obtained from:

     Citigroup Global Markets Inc.
     Prospectus Department
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, NY 11220
     Telephone 1-877-858-5407

                About Commonwealth Edison Company

Headquartered in Chicago, Ill., Commonwealth Edison Company's
energy delivery business consists of the purchase and regulated
retail and wholesale sale of electricity and the provision of
distribution and transmission services to retail and wholesale
customers in northern Illinois, including the City of Chicago.
The company was organized in the State of Illinois in 1913 as a
result of the merger of Cosmopolitan Electric Company into the
original corporation named Commonwealth Edison Company, which was
incorporated in 1907.

                          *     *     *

Commonwealth Edison Company's preferred stock carries Moody's Ba2
rating.


COMMUNITY HEALTH: Triad Buy Prompts Fitch to Put Ratings on Watch
-----------------------------------------------------------------
Fitch Ratings has placed Community Health Systems, Inc.'s ratings
on Rating Watch Negative.  The Watch applies to these ratings:

    -- Issuer Default Rating 'BB ';
    -- Secured Bank Credit Facility 'BB';
    -- Subordinated Notes 'B+'.

The action follows Community's announcement that it intends to
acquire Triad Hospitals Inc. for approximately $5.1 billion.  
Community will also assume approximately $1.7 billion in existing
debt, for a total deal valued at $6.8 billion.  This is a
competing offer for Community's previously announced leveraged
buy-out offer of $6.4 billion, including debt.

Fitch notes that Community's existing bank debt has financial
covenants that would likely be breached by the transaction,
requiring refinancing.  Community's secured credit facility is
made up of a $425 million revolver and, including the proposed
$400 million add-on, a term loan of $1,600 million.  The terms
include leverage and coverage covenants: the company must maintain
a total leverage ratio not exceeding 4.25 to 1.0 until the end of
fiscal 2007, with step-downs thereafter, and must also maintain a
consolidated EBITDA-interest ratio greater than 3.25 to 1.0 and a
fixed-charge coverage ratio greater than 1.5 to 1.0.

The $300 million 6.5% subordinated notes due 2012 have a
consolidated EBITDA-interest coverage ratio of 2.25 to 1.00.  
Fitch believes it is possible that Community will refinance the
notes as well.  Finally, as noted in the press release for Triad
dated Feb. 5, 2007, the $1.7 billion in assumed debt would likely
need to be refinanced.

The resulting post-acquisition capital structure could result in a
multiple-notch downgrade.  The ultimate rating category will be
determined as more information becomes available.


COUDERT BROTHERS: Court OKs Kay Scholer as Examiners' Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Harrison J. Goldin, the examiner appointed for Coudert
Brothers LLP's bankruptcy case, permission to employ Kaye Scholer
LLP, as his counsel, nunc pro tunc to Feb. 16, 2007.

                       Examiner's Duties

On Feb. 2, 2007, the Court ordered the U.S. Trustee to appoint an
examiner in the Debtor's case to investigate:

     a. Part A Investigation

        i. Reconciliation Reimbursement Claims against the
           Debtor's former partners;

       ii. whether and to what extent the Debtor was insolvent
           prior to its bankruptcy filing;

      iii. pre-petition transactions pursuant to which the
           Debtor sold, transferred or disposed of assets outside
           of the ordinary course of business, including the sale
           of its offices or practice groups and whether any
           claims or causes of action exist as a result of those
           transactions;

     b. Authorized Investigation
   
        i. any other claims against the Debtor's former partners
           including, but not limited to, claims arising out of
           the Debtor's prepetition transactions with its lenders
           and

       ii. matters related to all of the foregoing as determined
           to be appropriate by the Examiner after consultation
           with the Debtor and the Committee

              Kaye Scholer's Scope of Services

The firm is expected to:

     a. take all actions necessary to assist Mr. Goldin in  
        preparing the written respecting the Part A investigation,
        and any other report to be filed herein including a
        report, if any, respecting the other Authorized
        Investigations;

     b. represent or assist Mr. Goldin in conducting the Part A
        Investigation and, if ordered by the Court, conducting the
        Authorized Investigations;

     c. provide counsel and services to Mr. Goldin in connection
        with issuing subpoenas and conducting Bankruptcy rule 2004
        examinations, if same are needed; and

     d. provide other services to Mr. Goldin as he may require to
        assist him in discharging his duties herein.

The current hourly rates for Kaye Scholer's professionals are:

     Designation                Hourly Rate
     -----------                -----------
     Partners                   $570 - $795
     Counsel                    $550 - $625
     Associates                 $275 - $610
     Paraprofessionals          $130 - $240

Arthur Steinberg, Esq., a member of the firm, assures the Court
the firm does not hold any interest adverse to the Debtor's
estate, and is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Steinberg can be reached at:

     Arthur Steinber, Esq.
     Kaye Scholer LLP
     425 Park Avenue
     New York, NY 10022-3598
     Tel: (212) 836-8000
     Fax: (212) 836-8689
     http://www.kayescholer.com/

                     About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets
and debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.


COVENTRY HEALTH: Good Performance Cues Fitch to Upgrade Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating of Coventry
Health Care Inc. to 'BBB' from 'BB+'.  Existing senior notes are
also upgraded to 'BBB-' from 'BB'.  Fitch also assigns a 'BBB-'
rating to Coventry's recent issuance of $400 million of 5.95%
senior unsecured notes. A full rating list is shown below.  The
Rating Outlook is Stable.

Fitch upgraded the ratings on Coventry to reflect improved
financial performance in the company's insurance operations over
the last several years.  Steady improvements in the company's
benefit and administrative costs across all product lines have led
to growth in consolidated operating margin.  Fitch also believes
that earnings growth, strong cash flow and a conservative
investment portfolio are reflected in Coventry's strengthened risk
adjusted capital ratio.

Fitch cautions that relative to the company's size, the goodwill
generated from Coventry's acquisitions comprise a sizeable portion
of its balance sheet assets.  The company also maintains a larger
portion of underwritten business relative to less risky self-
funded business than do most of its managed care peers.

Coventry's notes are being issued with a 10-year maturity.  The
10-year notes will pay a coupon of 5.95% and will mature in 2017.  
Proceeds from the offering are targeted for general corporate
purposes.  Fitch's rating on Coventry's debt issuance takes into
account its moderate debt to capital ratio and good interest
coverage.

Coventry is a publicly traded managed health care company serving
approximately 2.5 million members primarily in the Mid-Atlantic,
Midwest and Southeast regions of the U.S. Coventry reported total
operating revenue of $7.7 billion and stockholders equity of
$2.9 billion at Dec. 31, 2006.

Fitch assigns this rating with a Stable Outlook:

Coventry Health Care Inc.

    -- $400 million of 5.95% senior unsecured notes due 2017 at
       'BBB-'.

Fitch upgrades these ratings with a Stable Outlook:

Coventry Health Care Inc.

    -- Issuer Default Rating to 'BBB' from 'BB+';

    -- $250 million 5.875% senior unsecured notes due 2012 to
       'BBB-' from 'BB';

    -- $250 million 6.125% senior unsecured notes due 2015 to
       'BBB-' from 'BB'.


CWABS ASSET: Moody's Eyes Possible Downgrade on Ba1 Rating
----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade one certificate from a transaction, issued by CWABS
Asset-Backed Certificates Trust Series 2006-SPS1.  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 this certificate.  The
certificate is being placed on review for possible downgrade based
on the fact that the bonds' current credit enhancement level,
including excess spread, may be too low compared to the current
projected loss numbers at the current rating level.

These are the rating actions:

   * CWABS Asset-Backed Certificates Trust

   * Review for Possible Downgrade:

      -- Series 2006-SPS1 Class B, current rating Ba1, under
         review for possible downgrade


EL PASO CORP: Unit Launches Offer for Outstanding 6.70% Notes
-------------------------------------------------------------
El Paso Corporation reported that its subsidiary Southern
Natural Gas Company has commenced a cash tender offer to purchase
any and all of its outstanding 6.70% notes due Oct. 1, 2007, of
which $100 million in aggregate principal amount was outstanding
as of March 13, 2007, pursuant to an Offer to Purchase dated
[Tues]day, which sets forth a more comprehensive description
of the terms of the tender offer.

The offer is scheduled to expire at 12:00 midnight, New York City
time, on April 9, 2007, unless extended or earlier terminated.
Holders of notes must tender and not withdraw their notes on or
before the early tender date, which is 5:00 p.m., New York City
time, on March 26, 2007, unless extended, to receive the full
tender offer consideration.  Holders of notes who tender their
notes after the early tender date will receive the late tender
offer consideration, which is the full tender offer consideration
minus the early tender premium of $10 per $1,000 principal amount
of notes.

At present, Southern Natural expects to have an initial settlement
on March 27, 2007 for notes tendered on or before the early tender
date, followed by a final settlement promptly after the expiration
of the tender offer for notes tendered after the early tender
date. SNG reserves the right to extend or forego the initial
settlement date, as a result of which the initial settlement date
may occur as late as the final settlement date.

SNG has retained Citigroup Corporate and Investment Banking to
serve as dealer manager for the tender offer and has retained
Global Bondholder Services Corporation to serve as the depositary
and information agent for the tender offer

                     About Southern Natural

Southern Natural Gas is a part of El Paso Corporation's Southern
Pipeline Group.

                       About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corp. (NYSE:EP)
-- http://www.elpaso.com/-- provides natural gas and related    
energy products in a safe, efficient, and dependable manner.
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural
gas producers.  The company has operations in Argentina.


EL PASO CORP: S&P Lifts Corporate Credit Rating to BB from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on El Paso Corp. and its subsidiaries to 'BB' from 'B+'
and removed the ratings from CreditWatch with positive
implications.  The outlook is positive.

The ratings were originally placed on CreditWatch on
Dec. 22, 2006.

The upgrade reflects El Paso's improved financial profile due to
better profitability and debt reduction following the sale of ANR
Pipeline for $3.3 billion in after tax proceeds and continued
progress with legacy issues.  The rating action also reflects the
strength of the company's interstate natural gas pipeline system,
somewhat offset by an underperforming exploration and production
segment.

"The company's leverage, while still aggressive, has improved
significantly," said Standard & Poor's credit analyst Plana Lee.

The positive outlook on El Paso reflects the potential for the E&P
segment to produce the cash flow necessary for improved credit
metrics in the next 18 to 24 months.

"Further ratings improvement will be highly dependent on the
company's ability to generate cash flow from its large capital
spending plan of $2.7 billion in 2007," said Ms. Lee.


EMERGE INTERACTIVE: Closes Sale of CattleLog Biz to Origin Micro
----------------------------------------------------------------
eMerge Interactive, Inc. disclosed Tuesday the closing of the sale
transaction involving the sale of substantially all of the assets
relating primarily to its CattleLog, or "Animal Information
Solutions," business to Origin Micro Systems, LLC for $1,600,000
pursuant to an Asset Purchase Agreement, dated as of March 15,
2007.

The Purchase Agreement required Micro Beef Technologies, Ltd., an
affiliate of Origin, to release the company from any and all pre-
closing claims that MBT had, or may have had, against the Company,
including, without limitation, any and all claims for patent
infringement by the Company.  The United States Bankruptcy Court
for the Southern District of Florida, West Palm Beach division
(the "Bankruptcy Court") determined that Origin's bid for the
CattleLog Assets was the highest and best offer at a Sale Hearing
on March 15, 2007.

                     BFT Termination Agreement

The company also disclosed that it executed a Termination and
Release Agreement with BFT Acquisition, LLC, dated as of March 15,
2007, terminating the previously announced asset purchase
agreement between them for the sale of the CattleLog Assets and
releasing each other from any claims relating to such asset
purchase agreement.  BFT is an affiliate of The Biegert Family
Irrevocable Trust, Dated June 11, 1998, which is the company's
largest stockholder and beneficially owns approximately 18% of the
outstanding shares of the company's common stock.

The proceeds from the closing of the sale of the company's
CattleLog Assets to Origin will be used to satisfy in full any and
all amounts, including principal, accrued interest and fees,
outstanding under the previously announced promissory note by and
between the company and the Biegert Trust.  The Termination
Agreement was necessitated by the Bankruptcy Court's
determination, at a Sale Hearing on March 15, 2007, that Origin's
bid for the CattleLog Assets was the highest and best offer.

                Amended Term Sheet for VerifEYE

The company further said that on March 15, 2007, it and Chad, Inc.
executed a side letter amending certain provisions of the non-
binding term sheet, dated as of Feb. 14, 2007, relating to the
sale of substantially all of the assets relating primarily to the
company's VerifEYE business to Chad.

The Side Letter amended the Term Sheet by increasing the purchase
price from $250,000 to $370,000 and by removing Chad's obligation
to assume certain liabilities.  The Court determined that Chad's
bid for the VerifEYE Assets was the highest and best offer at a
Sale Hearing on March 15, 2007.

There can be no assurances that the company will be able to
successfully complete the transaction for the sale of the VerifEYE
Assets to Chad, or anyone else, or otherwise successfully
liquidate and windup the company's business.  The company expects
that upon completion of the liquidation and winding up of the
Company's business, the company will return little or no value to
its existing stockholders.

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

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


ENERNORTH INDUSTRIES: Files Assignment Under Canada's BIA
---------------------------------------------------------
EnerNorth Industries Inc. disclosed that it has filed an
Assignment in Bankruptcy today under the Bankruptcy and Insolvency
Act (Canada).

There are approximately 4.293 million shares issued and
outstanding in the capital of the Company.

As reported in the Troubled Company Reporter on Feb. 12, 2007, the
company filed a Notice of Intention to make a proposal to its
creditors under BIA of Canada.

As reported in the Troubled Company Reporter on March 9, 2007, the
Superior Court for the Province of Ontario gave the company a
45-day extension to make a proposal to its creditors.

                       Director Resignation

The company also disclosed that on March 19, 2007, Mr. Ian Davey
resigned as a director of the company.

EnerNorth Industries Inc. -- http://www.enernorth.com/-- (AMEX:  
ENY & FRANKFURT: EPW1) is engaged in the investment in,
exploration and development and production of oil and gas.  The
company holds oil and gas interests located in the Canadian
Provinces of Alberta, Saskatchewan, British Columbia and Ontario,
directly and indirectly through its wholly owned subsidiary,
Alberta subsidiary Great Northern Oil & Gas Inc. or through other
joint venture partners.

Through its wholly owned subsidiary EPS Karnataka Power Corp., a
company incorporated in Ontario, the company owns a 45% interest
in Euro India Power Canara Limited, which has a power purchase
agreement with the Karnataka Power Transmission Corporation
Limited, formerly the Karnataka Electricity Board, of the State of
Karnataka, India.  In April 2006, EnerNorth acquired Alberta
Corporation with producing oil and natural gas assets in the
Canadian provinces of Saskatchewan and Alberta.


FALCON RIDGE: Files Financial Reports for Three Quarters
--------------------------------------------------------
Falcon Ridge Development Inc. has filed with the U.S. Securities
and Exchange Commission its:

   -- first fiscal quarter financials ended Dec. 31, 2006,
   -- amended third quarter financials ended June 30, 2006, and
   -- amended second quarter financials ended March 31, 2006.

Its Statements of Operations showed:

                  Quarter Ended   Quarter Ended   Quarter Ended
                  Dec. 31, 2006   June 30, 2006   Mar. 31, 2006
                  -------------   -------------   -------------
Revenue                      $0               $0             $0

Net Income (Loss)     ($153,934)       ($171,978)      ($92,778)

Its Balance Sheet showed:

                  Quarter Ended   Quarter Ended   Quarter Ended
                  Dec. 31, 2006   June 30, 2006   Mar. 31, 2006
                  -------------   -------------   -------------
Total Assets         $3,139,263      $2,829,731      $2,675,400

Total Liabilities    $2,718,089      $2,111,655      $1,785,346

Shareholders' Equity   $421,174       [$718,076]       $890,054

                           Restatements

The company restated its financial statements for the year ended
Dec. 31, 2005, to correct errors identified before and during a
regulatory review of its financial statements and reflect certain
corresponding changes.

There was a increase of $1,299,473 in real estate held for sale,
an increase in additional paid in capital of $897,235, and a
reduction in the accumulated deficit of $402,238.

The company acquired Spanish Trails LLC for 614,882,250 shares on
July 6, 2005.  The transaction was originally recorded at
predecessor cost.  It has been determined that the transaction
should have been recorded at fair value.  

In determining fair value, the company considered an appraisal by
a certified appraiser prepared for the company's banker and
additional corroborating values from a local real estate
professional.  The appraisal was based on a revised plat with 441
smaller lots on an "as is" basis.  The company applied the fair
value to 296 larger lots based on the original plat, as acquired
by Spanish Trails.

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

  -- Fiscal First Quarter
     Ended Dec. 31, 2006    http://ResearchArchives.com/t/s?1baf

  -- Fiscal Third Quarter
     Ended June 30, 2006    http://ResearchArchives.com/t/s?1bb1

  -- Fiscal Second Quarter
     Ended March 31, 2006   http://ResearchArchives.com/t/s?1bb0

                  About Falcon Ridge Development

Headquartered in Albuquerque, N.M., Falcon Ridge Development Inc.
acquires tracts of raw land and develops them into residential
lots for sale to homebuilders.  Falcon Ridge also plans to expand
its operations in the City of Rio Rancho, New Mexico, and Belen,
New Mexico.  Since inception, the company has developed one
property known as Sierra Norte.

                        Going Concern Doubt

Epstein, Weber & Conover, PLC, raised substantial doubt about
Falcon Ridge Development Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Sept. 30, 2006.  The auditor pointed to the company's
need to generate significant revenues, dependence upon raising
capital from investors, aggregate losses during the past two
years, and lack of cash reserves.


FIRST FRANKLIN: Moody's Junks Rating on Class M-3 Certificate
-------------------------------------------------------------
Moody's Investors Service downgraded one certificate from one
First Franklin Mortgage deal, issued in 2001.  The transaction
consists of subprime first-lien adjustable and fixed-rate mortgage
loans.  The loans are all originated by First Franklin Financial
Corporation.

The one subordinate certificate from the First Franklin Series
2001-FF2 transaction has been downgraded because existing credit
enhancement levels are low given the current projected loss on the
underlying pools.  The pools of mortgages have seen losses in
recent months and future loss could cause erosion of the OC and a
write-down of the most subordinate certificate.

These are the rating actions:

   * First Franklin Mortgage Loan Trust

   * Downgrade:

      -- Series 2001-FF2; Class M-3, downgraded to Ca from B3.


FREMONT HOME: Fitch Holds Low-B Ratings on 8 Class Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings on these Fremont Home Loan
Trust securitizations:

Series 2005-1

    -- Classes I-A1, I-A2, II-A2, & II-A3 at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA';
    -- Class M-3 at 'AA-';
    -- Class M-4 at 'A+';
    -- Class M-5 at 'A';
    -- Class M-6 at 'A-';
    -- Class M-7 at 'BBB+';
    -- Class M-8 at 'BBB';
    -- Class M-9 at 'BBB-';
    -- Class B-1 at 'BB+';
    -- Class B-2 at 'BB'.

Series 2005-2

    -- Classes I-A1, I-A2, II-A2, & II-A3 at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA+';
    -- Class M-3 at 'AA';
    -- Class M-4 at 'AA-';
    -- Class M-5 at 'A+';
    -- Class M-6 at 'A';
    -- Class M-7 at 'A-';
    -- Class M-8 at 'BBB+';
    -- Class M-9 at 'BBB+';
    -- Class B-1 at 'BBB';
    -- Class B-2 at 'BBB-';
    -- Class B-3 at 'BB+';
    -- Class B-4 at 'BB'.

Series 2005-C

    -- Classes I-A1, I-A2, & II-A2 through II-A4 at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA';
    -- Class M-3 at 'AA-';
    -- Class M-4 at 'A+';
    -- Class M-5 at 'A+';
    -- Class M-6 at 'A';
    -- Class M-7 at 'A-';
    -- Class M-8 at 'BBB+';
    -- Class M-9 at 'BBB';
    -- Class B-1 at 'BBB'.

Series 2005-E

    -- Classes I-A1, II-A1 through II-A4 at 'AAA';
    -- Class M-1 at 'AA+';
    -- Class M-2 at 'AA';
    -- Class M-3 at 'AA-';
    -- Class M-4 at 'A+';
    -- Class M-5 at 'A';
    -- Class M-6 at 'A-';
    -- Class M-7 at 'BBB+';
    -- Class M-8 at 'BBB+';
    -- Class M-9 at 'BBB';
    -- Class B-1 at 'BBB-';
    -- Class B-2A through B-2D at 'BB+'.

The affirmations affect approximately $3.3 billion of the
outstanding certificates and reflect a relatively stable
relationship between current credit enhancement and expected loss.  
While the overcollateralization amount is currently below target
in all four transactions, Fitch expects the increase in excess
spread following the rate adjustments of the 2-28 Hybrid ARMs to
maintain and rebuild the OC amount.

The loans collateralizing series 2005-1 and 2005-2 are serviced by
Litton Loan Servicing, LP, which is rated 'RPS1' by Fitch.  The
loans collateralizing series 2005-C and 2005-E are serviced by
Fremont Investment & Loan.

Fitch recently downgraded Fremont's subprime servicer rating to
'RPS4' and placed the rating on Watch Negative (on March 6, 2007).  
The servicer rating action reflects the recent regulatory filing
disclosing that Fremont's parent company and all its subsidiaries
will enter into a formal cease and desist order (C&D) with the
Federal Deposit Insurance Corp.

Fremont's parent company also announced it intends to exit the
subprime residential lending business and is engaged in
discussions regarding the sale of the business.  The servicer
rating action reflects Fitch's concern that, in light of recent
events that have had an adverse impact on Fremont's credit
profile, Fremont will face difficulty in funding its ongoing
servicing operations, maintaining its servicing quality, and
attracting third-party servicing opportunities.  Fitch will
closely monitor the impact on loan performance of Fremont-serviced
transactions.  If Fremont's financial condition affects the
quality of servicing and, as a result, the performance of the
loans it services, Fitch will take subsequent rating action on the
affected transactions.

The collateral of the above transactions consists of fixed-rate
and adjustable-rate subprime mortgage loans secured by first or
second liens on residential properties.  The transactions are
supported by two collateral groups, the first consisting of loans
with principal balances that conform to Fannie Mae and Freddie Mac
guidelines and the second consisting of loans with principal
balances that may or may not conform to the guidelines.  All of
the loans were originated by Fremont or acquired in accordance
with its underwriting criteria.

The pool factors (i.e. current mortgage loans outstanding as a
percentage of the initial pool) of the above transactions range
from 41% (2005-1) to 68% (2005-E).  The seasoning ranges from 13
months (2005-E) to 22 months (2005-1).  Fitch will continue to
closely monitor the above transactions.


GALVEX HOLDINGS: Meeting of Creditors Continued to April 2
----------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
continue the meeting of Galvex Holdings Limited's creditors at
12:30 p.m., on April 2, 2007, at the Second Floor of the Office of
the United States Trustee, 80 Broad Street in New York.

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

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate      
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.  On Aug. 30, 2006, Judge
Drain converted the chapter 11 case of Galvex Holdings to a
chapter 7 liquidation proceeding.  John S. Pereira is the Debtor's
Chapter 7 Trustee.


GLOBAL CROSSING: Dec. 31 Balance Sheet Upside-Down by $195 Million
------------------------------------------------------------------
Global Crossing Ltd. reported a net loss of $324 million on
revenues of $1.871 billion for the year ended Dec. 31, 2006,
compared with a net loss of $354 million on revenues of
$1.968 billion for the year ended Dec. 31, 2005.

For 2006, the enterprise, carrier data and indirect channel  
(invest and grow) segment generated $1.249 billion in revenue,
representing 67 percent of the company's consolidated revenue.  
This was an increase of 15 percent over 2005 "invest and grow"
revenue of $1.085 billion, which represented 55 percent of the
company's consolidated revenue.

For 2006, wholesale voice revenue was $614 million, a decline of
21 percent from 2005 wholesale voice revenue of $777 million.

"Global Crossing reached a critical inflection point in 2006, with
consolidated revenue returning to quarterly growth through focus
on our 'invest and grow' segment.  'Invest and grow' revenue
increases outpaced our planned reduction in wholesale voice
revenue, enabling us to reach this important milestone," affirmed
Mr. John Legere, Global Crossing's chief executive officer.  "By
delivering differentiated network solutions to enterprises and
carrier data clients and providing them with superior global
customer support, our future will continue to shine, and our
'invest and grow' segment will yield greater margin expansion."

Cost of revenue was $1.578 billion in 2006, a 6 percent year-over-
year improvement compared with $1.676 billion in 2005.  This
improvement was attributable to savings in cost of access and
lower volumes associated with the wholesale voice segment, and
lower stock and incentive compensation, partially offset by
increases associated with Fibernet, costs for equipment sales and
real estate.  

Sales, general and administrative expenses were down 17 percent
year over year to $342 million for 2006, compared with
$412 million in 2005.  The year-over-year improvements were
attributable to reduced stock and incentive compensation and lower
restructuring expense.  

Year-over-year improvements in adjusted EBITDA were significant.
For the full year of 2006, the company reported an adjusted EBITDA
loss of $49 million, a 59 percent improvement from 2005 when the
company reported an adjusted EBITDA loss of $120 million.  

Adjusted EBITDA less non-cash stock compensation expense was a
loss of $25 million for the year compared to a loss of $64 million
in 2005.

At Dec. 31, 2006, the company's balance sheet showed
$2.044 billion in total assets and $2.239 billion in total
liabilities, resulting in a $195 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $797 million in total current assets available to
pay $896 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?1bb6  

                      Acquisition of Fibernet

Global Crossing reached agreements to acquire two regional
telecommunication services providers with IP solutions based in
the UK and Latin America.  In October, Global Crossing acquired
Fibernet, a UK-based provider of bespoke solutions to large
enterprises and carriers, and it announced the planned acquisition
of Impsat, a provider of private telecommunications, Internet and
information technology services to corporate and government
clients in Latin America.  The acquisition of Impsat is expected
to close in the spring.

Global Crossing closed several financings recently.  In May of
2006, the company raised $384 million in gross proceeds from a
concurrent offering of common stock and convertible notes.  In
December of 2006, the company's UK subsidiary (GCUK) issued
additional 11.75 percent bonds, raising GBP57 million (including a
GBP5 million premium) in gross proceeds to fund the Fibernet
acquisition.  The additional bonds were priced at 109.25 percent
of par value for a yield to worst of approximately 9.70 percent.
In February of 2007, Global Crossing issued an additional
$225 million in senior unsecured notes to fund the acquisition of
Impsat with the proceeds being held in escrow pending the closing
of the Impsat acquisition.  The Impsat notes have a coupon of
9.875 percent and a 10-year maturity.

                         Capital Structure

As of Dec. 31, 2006, unrestricted cash and cash equivalents were
$459 million and restricted cash was $6 million.  After
eliminating the proceeds from all financings as well as costs
associated with financings and acquisitions in 2006, cash use for
the year totaled $144 million, a 29 percent improvement from 2005
excluding the proceeds from the sales of the Small Business Group
and Trader Voice assets during the 2005 period.  The 2006 cash use
reflected $120 million of cash used for cash capital expenditures,
$47 million used for bond interest payments and $68 million of
cash proceeds from sales of indefeasible rights of use (IRUs).

At Dec. 31, 2006, the company had $1.086 billion of indebtedness
outstanding, including the current portion of long term and short
term debt, mandatorily convertible notes and capital leases.

                       About Global Crossing  

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides  
telecommunications solutions over the world's first integrated
global IP-based network.  Its core network connects more than 300
cities in 29 countries worldwide, and delivers services to more
than 600 cities in 60 countries and 6 continents around the globe.
The company offers a full range of data, voice and security
products, to approximately 40 percent of the Fortune 500, as well
as 700 carriers, mobile operators and ISPs.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Certificates
---------------------------------------------------------------
Fitch upgrades GMAC commercial mortgage pass-through certificates,
series 2002-C3, as:

    -- $11.7 million class E certificates to 'AAA' from 'AA+';
    -- $9.7 million class F certificates to 'AA+' from 'AA'.

In addition, Fitch affirms the ratings on these classes:

    -- $161 million class A-1 at 'AAA';
    -- $406.4 million class A-2 at 'AAA';
    -- Interest-only class X-1 at 'AAA';
    -- Interest-only class X-2 at 'AAA'.
    -- $29.2 million class B at 'AAA';
    -- $11.7 million class C at 'AAA';
    -- $18.5 million class D at 'AAA';
    -- $9.7 million class G at 'AA-';
    -- $9.7 million class H at 'A';
    -- $18.5 million class J at 'BBB+';
    -- $8.7 million class K at 'BBB';
    -- $5.8 million class L at 'BBB-';
    -- $4.9 million class M at 'BB+';
    -- $3.9 million class N at 'BB';
    -- $2.7 million class O-1 at 'B+';
    -- $1.2 million class O-2 at 'B'.

Fitch does not rate $17.3 million class P.

The rating upgrades reflect the increased credit enhancement due
to paydown, scheduled amortization and the additional defeasance
of 5 loans (7.1%) since Fitch's last rating action.  In total,
twelve loans (16.2%) have defeased.  As of the March 2007
distribution date, the pool has paid down 6% to $730.6 million
from $777.4 million at issuance.

There is currently one loan (2.1%) in special servicing.  The loan
is secured by a multifamily property located in Talahassee,
Florida and is currently in foreclosure. A receiver was appointed
in February 2007.  Losses on this asset are expected to be
absorbed by the non-rated class P.

One loan (1.4%), secured by a 170-unit hotel property, is located
in New Orleans, Louisiana and was affected by Hurricane Katrina.  
According to the master servicer, all units are back on-line and
repairs have been completed.  As of September 2006, the property
was 61% occupied.


GREENWICH CAPITAL: Moody's Rates $8MM Class Q Certificates at B3
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Commercial Mortgage Trust 2007-GG9.  The
provisional ratings issued on Feb. 27, 2007, have been replaced
with these definitive ratings:

   -- Class A-1, $84,000,000, rated Aaa
   -- Class A-2, $1,180,078,000, rated Aaa
   -- Class A-3, $85,985,000, rated Aaa
   -- Class A-AB, $88,000,000, rated Aaa
   -- Class A-4, $2,671,598,000, rated Aaa
   -- Class A-1-A, $493,485,000, rated Aaa
   -- Class A-M, $557,593,000, rated Aaa
   -- Class A-J, $575,393,000, rated Aaa
   -- Class B, $32,880,000, rated Aa1
   -- Class C, $98,638,000, rated Aa2
   -- Class D, $41,100,000, rated Aa3
   -- Class E, $41,099,000, rated A1
   -- Class F, $57,540,000, rated A2
   -- Class A-MFL, $100,000,000, rated Aaa
   -- Class X, $6,575,923,863*, rated Aaa
   -- Class G, $57,539,000, rated A3
   -- Class H, $82,199,000, rated Baa1
   -- Class J, $65,759,000, rated Baa2
   -- Class K, $65,760,000, rated Baa3
   -- Class L, $32,879,000, rated Ba1
   -- Class M, $16,440,000, rated Ba2
   -- Class N, $24,660,000, rated Ba3
   -- Class O, $16,440,000, rated B1
   -- Class P, $16,439,000, rated B2
   -- Class Q, $8,220,000, rated B3
   -- Class S, $82,199,863, rated NR

* Approximate notional amount

Moody's has withdrawn the provisional ratings of these class of
certificates:

   -- Class A-JFL
   -- Class XP


GS MORTGAGE: S&P Lifts Rating on Class G Certificates to B+ from B
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 1999-C1.

Concurrently, ratings were affirmed on five other classes from the
same transaction.

The raised and affirmed ratings reflect credit enhancement that
provides adequate support through various stress scenarios.  The
upgrades of several senior certificates reflect the defeasance of
collateral securing 22% of the loan pool.

As of the Feb. 20, 2007, remittance report, the collateral pool
consisted of 207 loans with an aggregate principal balance of
$570.5 million, compared with 304 loans with a balance of
$890.6 billion at issuance.  The master servicer, Capmark Finance
Inc., provided primarily year-end 2005, interim 2006, and year-end
2006 net cash flow debt service coverage information for 95% of
the pool, excluding the aforementioned defeased loans.  

Based on this information, Standard & Poor's calculated the
weighted average DSC to be 1.57x, up from 1.44x at issuance.  All
but three of the loans are current; the three delinquent loans of
$10.6 million (2%) are more than 90 days delinquent and are in
foreclosure.  To date, the trust has experienced 27 losses
totaling $17.2 million.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $91.8 million (16%).  The weighted average
DSC for the top 10 exposures is 1.62x, up from 1.43x at issuance.
Despite the strong overall performance, the four largest loans in
the pool are on the servicer's watchlist and are discussed below.
Standard & Poor's reviewed property inspections provided by the
master servicer for the properties securing the top 10 exposures,
and all were characterized as either "good" or "fair."

Five loans of $14.5 million (3%) are with the special servicer,
LNR Partners Inc.  The Lantern Square Apartments of
($4.6 million), Perkins Woods Apartments ($3.5 million), and Red
Oaks Apartments ($2.5 million) represent the three largest of
these exposures.  While these loans are not cross-collateralized
and cross-defaulted, they share a related borrower.  All three
loans are with the special servicer due to the borrower's
inability to make regular payments.  The properties are
multifamily buildings in Memphis, Tennessee, that were built in
the 1970s.  LNR is in the process of foreclosing on the properties
while also discussing a possible discounted payoff with the
borrower.

The Comfort Suites Biloxi and Comfort Inn Biloxi loans of
$3.9 million are cross-collateralized and cross-defaulted loans
secured by hotels in Biloxi, Missouri.   A full payoff on each
loan is expected soon.

Capmark reported a watchlist containing 50 loans with an aggregate
outstanding balance of $127.3 million (22%), which includes the
first-, third-, fourth-, and eighth-largest exposures secured by
real estate in the pool.  The largest exposure of $16.8 million
(3%) in the pool is secured by Granada Apartments, a multifamily
property in Millcreek, Pennsylvania.  The loan appears on the
watchlist because of its low DSC.  The year-end 2006 DSC was
1.07x, while occupancy was 85% as of Dec. 29, 2006.

The third-largest exposure of $9.8 million (2%) in the pool is
secured by The Atrium Hotel in Irvine, California.  The loan
appears on the watchlist because of a significant decline in DSC
since issuance.  The year-end 2005 DSC for this property was
0.70x, down from 1.67x at issuance.  As of Sept. 30, 2006, the
property was 70% occupied.

The fourth-largest exposure of $9.6 million (2%) in the pool is a
loan secured by the Phillips Building, an office property in
Bethesda, Maryland.  This loan appears on the watchlist because of
a significant decline in DSC since issuance.  The property's DSC
for the nine months ended September 2006 was 0.94x, down from
1.35x at issuance.  As of Dec. 1, 2006, the property was 92%
occupied.

The eighth-largest exposure of $7.3 million (1%) in the pool is a
loan secured by Evans Mill Place Apartments, a multifamily
property in Lithonia, Georgia.  This loan appears on the watchlist
because of a decline in DSC since issuance.  The property's DSC
for the nine months ended September 2006 was 1.08x, down from
1.56x at issuance.  As of Sept. 25, 2006, the property was 86%
occupied.

Standard & Poor's stressed the specially serviced loans and loans
on the servicer's watchlist, as well as other loans with credit
issues, as part of its pool analysis.  The resultant credit
enhancement levels support the raised and affirmed ratings.
    
                          Ratings Raised
   
                  GS Mortgage Securities Corp. II

                 Commercial Mortgage Pass-Through
                   Certificates Series 1999-C1

                     Rating
                     ------
           Class   To      From     Credit enhancement
           -----   --      ----     -----------------
           D       AAA     AA-            18.84%
           E       AA+     A              16.50%
           F       BBB     BB+             8.30%
           G       B+      B               3.23%
    
                         Ratings Affirmed
    
                  GS Mortgage Securities Corp. II

                 Commercial Mortgage Pass-Through
                   Certificates Series 1999-C1

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-2     AAA            44.21%
               B       AAA            36.79%
               C       AAA            28.99%
               H       B-              2.06%
               X       AAA             N/A
   
                      N/A -- Not applicable.


GSC GROUP: S&P Assigns BB Rating to $13 Mil. Class D Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GSC Group CDO Fund VIII Ltd./GSC Group CDO Fund VIII
Corp.'s $330.4 million floating-rate notes due 2021.

The preliminary ratings are based on information as of March 19,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The experience of the collateral manager; and

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

                   GSC Group CDO Fund VIII Ltd.
                   GSC Group CDO Fund VIII Corp.
   
       Class                 Rating        Amount
       -----                 ------        ------------
       A-1                   AAA           $267,000,000
       A-2                   AA            $14,000,000
       B                     A             $19,400,000
       C                     BBB           $17,000,000
       D                     BB            $13,000,000
       Subordinated notes    NR            $29,000,000

                         NR -- Not rated.


GULF TANK: S&P Rates $90 Million Second-Lien Loan at B-
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Texas-based Gulf Tanks Acquisition Inc. (which is
operating as NES Tanks).

At the same time, Standard & Poor's assigned its 'B-' bank loan
rating (one notch lower than the corporate credit rating) and
recovery rating of '3' to the company's proposed $90 million
second-lien loan, maturing in 2014, indicating the expectation of
meaningful (50%-80%) recovery of principal in the event of
default.

Proceeds of the debt will be used to fund Odyssey Investment
Partners' acquisition of the tank business of NES Rental Holding
Corp.  The outlook is stable.

"The ratings reflect the company's business position in the
cyclical and capital-intensive equipment rental industry and its
highly leveraged financial risk profile," said Standard & Poor's
credit analyst Robert Wilson.

NES Tanks provides rentals of liquid and solid storage containers,
related services, and a modest amount of new equipment sales.  The
company's vulnerable business profile reflects its narrow scope of
operations and limited geographic and product diversity.  With
revenues of less than $100 million, NES Tanks is highly exposed to
operating risks, competitive pressures, and cyclical market
downturns.  The end-users are typically refineries, chemical
companies, and oil & gas field service companies.  The company is
also highly focused on the Gulf Coast, and therefore more
susceptible to regional industry and economic volatility.  More
than 90% of its revenue is from tank and box storage units, making
its product diversification substantially less than of other
equipment rental companies.  NES Tanks faces competition in its
market from larger players, Baker Tanks and Rain For Rent.

Together, the top three players control a sizable portion of the
industry; the remainder of the market is very fragmented. We note,
however, the company's good growth prospects in key end markets
and that NES Tanks benefits from environmental regulation.  
Prospects seem particularly strong for the company's frac tanks,
which have applications in natural gas drilling in unconventional
sands and the rising percentage of new wells requiring hydraulic
fracturing.


HERCULES OFFSHORE: TODCO Purchase Cues S&P's Positive CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on liftboat service provider Hercules Offshore Inc. on
CreditWatch with positive implications following the report that
Hercules Offshore Inc. has agreed to acquire TODCO in a cash and
stock deal for $2.3 billion.

The CreditWatch listing for Hercules reflects the likelihood that
the ratings could be raised or affirmed in the near term following
an assessment of the merged entity's credit profile.

"We expect that the combined entity's business profile will
improve following the transaction and that credit measures will be
solid for the rating," said Standard & Poor's credit analyst Aniki
Saha-Yannopoulos.

The company will have a larger, more diversified fleet consisting
of liftboats, rigs, and barges operating in various geographic
areas, with 16 rigs already in service internationally.  

In addition, market fundamentals are currently favorable.  The
consolidated company, however, still has a high exposure to the
Gulf of Mexico market, which has shown signs of weakness that
have pressured rig day rates.  Furthermore, downcycles can be
quite severe, significantly reducing cash flows.

Standard & Poor's will meet with management to assess the combined
company's business strategy, financial policy, and expected
financial profile before resolving the CreditWatch listing.


HERTZ CORP: Good Performance Prompts S&P's Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hertz
Corp. to stable from negative.  All ratings, including the 'BB-'
corporate credit rating, were affirmed.

"The outlook revision is based on the company's stabilized
financial profile, with better earnings performance in 2006 and
continued improvement expected in 2007," said Standard & Poor's
credit analyst Betsy Snyder.

"In addition, with 28% of the company now owned by public
shareholders, the chance of another large debt-financed dividend
is unlikely."

The ratings on Park Ridge, New Jersey-based Hertz Corp. reflect an
aggressive financial profile following its $14 billion leveraged
acquisition in December 2005, its sponsors' very aggressive
financial policy, and the price-competitive nature of on-airport
car rentals and equipment rentals.

Ratings also incorporate the company's position as the largest
global car rental company and the strong cash flow its businesses
generate.  Hertz was acquired from Ford Motor Co. by Clayton,
Dubilier & Rice Inc., The Carlyle Group, and Merrill Lynch Global
Private Equity, who combined now own a 72% stake after the
company's $1.3 billion IPO in November 2006.  The acquisition,
which added over $2 billion of debt to Hertz's balance sheet,
resulted in an increase in its borrowing costs, and credit ratios
have weakened from their previous relatively healthy levels.
Subsequently, Hertz's sponsors completed a $1 billion
debt-financed dividend just six months after acquiring the
company.

Proceeds of the IPO, after $1 billion was used to repay debt
incurred for the dividend, were also paid to the sponsors as a
dividend.  In addition, around two-thirds of the company's
tangible assets are now secured, versus around 10% prior to its
acquisition.

Although Hertz's financial policy has become significantly more
aggressive, its financial profile has stabilized.  While its
sponsors took $1.3 billion of dividends from the company in less
than a year, partially funded through debt that was subsequently
repaid with proceeds from an IPO, the chances of this recurring
are unlikely given that 28% of the company is now owned by public
owners.  A significant weakening in the company's operating
performance could result in a negative outlook.  If the company
continues to reduce its debt leverage, the outlook could be
revised to positive.


HEXION SPECIALTY: Posts $109 Mil. Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Hexion Specialty Chemicals Inc. reported a net loss of
$109 million on net sales of $5.205 billion for the year ended
Dec. 31, 2006, compared with a net loss of $87 million on net
sales of $4.442 billion for the year ended Dec. 31, 2006.

The net loss in 2006 included increased interest expense of
$242 million, compared to interest expense of $203 million in
2005, and an increased charge to extinguish debt of $121 million,
compared to a loss on extinguishment of debt of $17 million in
2005.

Of the 17 percent increase in net sales in 2006, acquisitions
accounted for 12 percentage points when compared to 2005.  Full
year operating income increased by 38 percent to $286 million
compared to $208 million in 2005, supported by lower selling,
general and administrative expenses, continued realization of
synergies and lower transaction costs compared to the similar year
ago period.  2006 operating income was negatively impacted by
increased integration costs when compared to 2005, as well as the
continued rise in raw material costs and the delayed timing in
contractual pass through of certain raw material cost increases to  
customers that resulted in a negative full-year lead lag.

                    Fourth Quarter Highlights

For the fourth quarter ended Dec. 31, 2006, net loss was
$55 million versus a net loss of $14 million in the prior year
period.  The net loss in the fourth quarter 2006 included a
$69 million loss on extinguishment of debt.

Revenues increased to $1.309 billion compared to revenues of
$1.141 billion during the prior year period, an increase of
approximately 15 percent.

Operating income improved 34 percent to $59 million versus
$44 million in the prior year period.  Income for the fourth
quarter 2006 was negatively impacted by the delayed timing of
contractual pass through of certain raw material price increases
and integration costs of $12 million compared to integration costs
of $5 million in fourth quarter 2005.

"Hexion posted improved revenues and Segment EBITDA in the fourth
quarter 2006 compared to the fourth quarter 2005, despite key raw
materials at historically high levels," said Craig O. Morrison,
chairman and chief executive officer.  "Rapidly escalating raw
material costs continued to create a negative lead-lag effect in
the fourth quarter 2006.  Despite this volatility and some
softening volumes for our products, primarily for the North
American residential construction and automotive markets, we
improved our fourth quarter 2006 Segment EBITDA and operating
income by $12 million and $15 million, respectively, when compared
to the fourth quarter 2005."

Segment EBITDA is defined as EBITDA adjusted to exclude certain
noncash and non-recurring expenses.

                   Acquisition of Orica Limited

During the fourth quarter, Hexion announced that it received
Australian regulatory approval to purchase the adhesives and
resins business of Orica Limited and subsequently completed the
transaction in February 2007.  The Orica adhesives and resins
business manufactures formaldehyde and formaldehyde-based binding
resins used primarily in the forest products industry.  The
business had 2006 sales of $85 million and employs 100 people.  
The acquisition included three manufacturing facilities, with one
site in Australia and two in New Zealand.

                  Senior Secured Credit Facility

As previously announced, Hexion amended its senior secured credit
facility in November 2006.  The amended and restated credit
agreement increased the company's current seven-year
$1.625 billion term loan facility to $2 billion.  The amended and
restated credit agreement also provides that the company's current
seven-year $50 million synthetic letter of credit facility
remained outstanding.  The company continues to have access to the
$225 million revolving credit facility.  In addition, during the
fourth quarter 2006, the company retired $625 million of
outstanding senior second secured notes.  The company also sold
through its wholly owned finance subsidiaries, Hexion U.S. Finance
Corp. and Hexion Nova Scotia Finance ULC, $200 million of Second-
Priority Senior Secured Floating Rate Notes due 2014 and
$625 million of 9_% Second-Priority Senior Secured Notes due 2014.

                  About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- manufactures and markets resins,
inks, coating and adhesive resins, formaldehyde, oil field
products and other specialty and industrial chemicals worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hexion Specialty Chemicals Inc. to 'B' from 'B+'.  The
outlook is stable.  S&P also lowered the rating on the existing
$225 million first-lien senior secured revolving credit facility
to 'B' from 'B+'.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service assigned B3 ratings to the new
guaranteed senior secured second lien notes due 2014 of Hexion
Specialty Chemicals Inc.


HOLLINGER INC: Conrad Black Trial Starts
----------------------------------------
The trial of the 62-year-old Canadian-born millionaire Conrad M.
Black has started this week, with the U.S. District Judge Amy St.
Eve presiding in Illinois, various new agencies report.  

He is accused of 17 counts of fraud, money-laundering, tax
evasion, obstruction of justice and racketeering, which could
result up to 101 years in jail, $164 million in fines, and
$92 million in possible forfeitures.  Mr. Black pleaded not
guilty.

According to reports, his co-accused are:

   -- former Hollinger Chief Financial Officer Jack Boultbee, 63,
      of Vancouver;

   -- former Hollinger General Counsel Peter Y. Atkinson, 59, of
      Toronto; and

   -- former Hollinger Corporate Secretary Mark Kipnis, 60.

                    BetUS.com Posts Online Odds
                      On Conrad Black's Trial

Because of rising speculation in the U.S. and Canada, BetUS.com,
an online sportsbook, says it has posted odds regarding the
outcome of Mr. Black's trial.

"This is going to be quite a trial and all eyes will be on the
final outcome," BetUS.com Spokesperson Reed Richards said.  "Some
people just cannot keep their hand out of the cookie jar, and
[Mr.] Black happened to have a big jar in front of him.  We will
soon know if he ate out of it or not."

BetUS.com posted the following odds on the Conrad Black trial:

   * What will be the outcome of Conrad Black's trial?

     -- He will be found guilty on all charges - 2/1
     -- He will be found guilty on some charges - 1/3
     -- He will be found not guilty on all charges - 10/1
     -- Mistrial will be declared - 20/1
     -- Other outcome - 30/1

   * Will Conrad Black be sentenced to jail time if found guilty
     of any charge?

     -- Yes - 1/50
     -- No - 25/1

   * If Conrad Black is sentenced to jail time, how long will it
     be?

     -- Over 5 Years - 5/6
     -- Under 5 Years - 5/6

     == Note prop refers to jail time sentenced not served

   * How Much Money will Conrad Black be ordered to pay if
     convicted of any wrong doings?

     -- Over 2 million - 5/6
     -- Under 2 million - 5/6

     == Note Forfeitures do not count

   * If forced to serve jail time, will Conrad Black serve his
     sentence (even in part) in Canada?

     -- Yes - 3/1
     -- No - 1/5

   * Will Conrad Black regain his Canadian nationality before
     Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be divorced before Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be stripped of his Lord title before
     Dec. 31, 2009?

     -- Yes - 50/1

                         Ravelston's Plea

As reported in the Troubled Company Reporter on March 12, 2007,
Ravelston Corp. has pleaded guilty in a Chicago federal court to
fraud and agreed to pay a $7 million fine in connection with the
diversion of funds from Hollinger Inc., Bloomberg News Columnist
Bill Rochelle reported.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

According to the report, an indictment handed down in 2005 charged
that the Toronto-based newspaper publisher and four company
officers, including Conrad Black, diverted $84 million from
Hollinger Inc.

Mr. Black unsuccessfully fought in the Canadian courts to block
Ravelston from pleading guilty.  Mr. Black controlled Ravelston,
which in turn controlled 78% of Hollinger, Mr. Rochelle relates.

Mr. Black, the source said, resigned in 2003 from his positions at
Hollinger after claims that he and other executives shared
$32 million in payments that weren't approved by the board of
directors or its compensation committee and not fully disclosed in
financial statements.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
Ontario Superior Court of Justice commenced a hearing into a
motion brought by RSM Richter on Jan. 25, 2007, seeking, among
other things, approval of a plea agreement negotiated with the
U.S. Attorney's office in respect of indictments laid in the
United States against Ravelston.  The motion was supported by
Hollinger and Sun-Times and was opposed by Conrad Black Capital
Corporation, Peter G. White and Peter G. White Management Limited.

On Jan. 22, 2007, Hollinger and its wholly owned subsidiary
Domgroup Ltd. served a motion in the insolvency proceedings
regarding Ravelston and its debtor-affiliates.  In the motion,
Hollinger and Domgroup sought an order confirming the secured
obligations owed by Ravelston to the company and Domgroup and
declaring that the applicable security agreements are valid,
perfected and enforceable in accordance with their terms.  
Sun-Times Media Group, Inc., advised that it intended to bring a
motion to stay the motion.  In the motion, Hollinger and Domgroup
claim that the secured obligations owing by Ravelston total more
than $25 million.

                          About BetUS.com

BetUS.com -- http://www.BetUS.com/is an online sports betting and  
sports wagering entertainment Web site, providing a safe and
secure place for online gambling for over 10 years.  Licensed and
bonded in two recognized gaming jurisdictions, Canada and Costa
Rica, BetUS.com employs over 500 people and offers service to more
than 100,000 clients.

                          About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital Corporation,
indirectly owns 65.1% of Ravelston.  Mr. Radler, through F.D.
Radler, Limited, indirectly owns 14.2% of Ravelston.  Mr. Black is
the Chairman and CEO of Ravelston while Mr. Radler is the
President.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately    
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid
       and to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


IDEAL ELECTRIC: Auction on Certain Assets Set for March 26
----------------------------------------------------------
The Honorable Russ Kendig of the U.S Bankruptcy Court for the
Northern District of Ohio in Canton approved Ideal Electric
Company's bidding procedures for the sale of certain of its
assets.

Bids must be received by 5:00 p.m., March 23, 2007, and submitted
to the Debtors' financial advisor:

      Mark D. Kozel
      The Parkland Group Inc.
      1375 East Ninth Street, Suite 1350
      Cleveland, OH 44114

                              Auction

If there is a qualified competing bid, including a credit bid, the
auction will be held at 10:00 a.m. on March 26, 2007, at the
offices of the Debtor's counsel, Buckley King, LPA, in Cleveland.

The Debtor has entered into an asset purchase agreement with
Hyundai Heavy Industries Co., Ltd., or its assignee.  Hyundai has
agreed to purchase the assets for $10.4 million.

The Debtor has asked the Court that the initial overbid is
$500,000 making the next bid to be $10.9 million, and thereafter,
all bids must be in the increments of not less than $100,000.

Interested parties may obtain copies of the bidding procedures
order or asset purchase agreement by contacting:

   -- the Debtor's financial advisor at telephone number
      (216) 621-1985 or facsimile number (216) 621-1894, or

   -- the Debtor's counsel:

      Harry W. Greenfield, Esq.
      Dov Y. Frankel, Esq.
      Buckley King, LPA
      1400 Fifth Third Center
      600 Superior Avenue, East
      Cleveland, OH 44114
      Tel: (216) 363-1400
      Fax: (216) 579-1020

                           Sale Hearing

Objections to the sale, if any, must be submitted by March 27,
2007.  The Court will hold a sale hearing at 2:00 p.m. on April 3,
2007.

Ideal Electric Company -- http://www.idealelectricco.com/--  
manufactures and distributes medium power generators for gas,
steam and hydro turbines, and diesel engines.  The company filed
for chapter 11 protection on Oct. 29, 2006 (Bankr. N.D. Ohio Case
No. 06-62179).  Harry W. Greenfield, Esq., and Dov Y. Frankel,
Esq., at Buckley King, LPA, represent the Debtor.  When it filed
for protection from its creditors, it listed $22,636,221 in total
assets and $14,340,480 in total debts.


IMAX CORP: Defers Filing of 2006 Form 10-K
------------------------------------------
IMAX Corp. said it will delay the filing of its Form 10-K for
fiscal 2006 beyond the filing deadline of March 16, 2007, due to
its evaluation about $2.5 million of identified accounting errors
that occurred between the years 2001 through 2006, inclusive.

The company intends to file its 2006 Form 10-K on or before March
30, 2007, and will file with the Securities and Exchange
Commission a Form 12b-25 Notification of Late Filing, and indicate
that its 10-K filing is expected to be made within the 15-day
grace period.  Until then, the company's prior-filed financial
statements for the years and periods involved should not be relied
upon.

Separately, the company said it had installed seven theater
systems in the fourth quarter of 2006, signed deals for nine
theater systems in the period and finished 2006 with about
$27 million in cash and short-term investments.

"The timing of these accounting issues is particularly unfortunate
because it masks significant business developments which have
affected our business in a very positive way," said Richard L.
Gelfond and Bradley J. Wechsler, IMAX's co-chief executive offices
and co-chairmen.

"Specifically, the record-breaking performance of the recent film
300, along with our recent joint venture agreement with Regal
Cinemas, the world's largest exhibitor, and five-system deal with
Dickinson Theaters, our largest theatre sale or lease deal since
2004, have increased our confidence in the business," Messrs.
Gelfond and Wechsler, further said.

The company and its auditors, PricewaterhouseCoopers LLP, remain
in the process of analyzing the errors and the company will make a
subsequent announcement when it concludes this analysis.  

The estimated $2.5 million in errors that occurred during 2001
until 2006 relate to the accounting treatment of certain costs
previously capitalized that should have been expensed as incurred
and unrecorded branch-level interest taxes, as well as certain
adjustments for errors determined to have been immaterial and
previously identified in the related periods.  The company is also
evaluating the effect of these matters on its internal control
over financial reporting and expects to report material weaknesses
with respect to certain of these matters.

"We recognize that the delay in filing the 10-K and the underlying
causes are unacceptable, and we are committed to rebuilding our
financial staff," Messrs. Gelfond and Wechsler, said.  

"All of the identified errors relating to the current situation
arise from prior quarters and prior years.  In August 2006, our
chief financial officer resigned and, since then, we have been
ably led by our acting chief financial officer, Edward MacNeil.  
We have been engaged in the process of hiring a permanent CFO,
have interviewed several strong candidates to date, and can assure
our constituencies that we have no higher priority than the smooth
functioning of our finance area," Messrs. Gelfond and Wechsler,
added.  

                         About IMAX Corp.

Headquartered jointly in New York City and Toronto, Canada,
IMAX Corp. -- http://www.imax.com/-- is an entertainment  
technology company, which emphasizes on film and digital imaging
technologies, including 3D, post-production, and digital
projection.  IMAX also designs and manufactures cameras,
projectors and consistently commits funds to ongoing research and
development.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service confirmed IMAX Corp.'s B3 Corporate
Family Rating.


IMMEDIATEK INC: KBA Group Raises Going Concern Doubt Due to Losses
------------------------------------------------------------------
KBA Group LLP raised substantial doubt on Immediatek, Inc.'s
ability to continue as a going concern after it audited the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations during each of the last two
fiscal years and accumulated deficit.

The company reported revenues of $50,095 and a net loss of
$627,480 for the year ended Dec. 31, 2006, as compared with
revenues of $140,912 and a net loss of $1,943,068 for the year
ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had $2,982,089 in total assets,
$216,223 in total liabilities, and $3,000,000 in convertible
preferred stock, resulting to $234,134 in total stockholders'
deficit.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1b8f

                   Agreements with Radical Group

On March 1, 2007, the company subleased from HDNet LLC, an
affiliate of Radical, about 600 square feet of office space.  The
rent is $900 per month, including utilities.  This Sublease
expires Feb. 29, 2008.  HDNet LLC leases this office space from
Radical Computing, Inc., another affiliate of Radical.

Effective as of Jan. 1, 2007, the company entered into a
Management Services Agreement with Radical Incubation LP, an
affiliate of Radical, wherein Radical Incubation LP personnel will
provide certain management services to the company, including
legal, financial, marketing and technology.  These services will
be provided at a cost of $3,500 per month.  However, the company
will not be required to pay these fees and, accordingly, will
account for these costs of services as a deemed contribution to
Immediatek.

                         About Immediatek

Immediatek, Inc., through its wholly owned, operating subsidiary,
DiscLive, Inc. -- http://www.disclive.com/-- records live
content, such as concerts and conferences, and makes the recorded
content available for delivery to attendees within fifteen minutes
after the conclusion of the live event.  The recorded content is
made available for pre-sale and sale at the venue and on
DiscLive's website.  The content is delivered primarily via
compact disc.


INSMED INC: Ernst & Young LLP Raises Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP, in Richmond, Virginia, expressed substantial
doubt about Insmed Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses and negative cash flows from
operations.

Insmed Inc. reported a $56.1 million net loss on $991,000 of total
revenues for the year ended Dec. 31, 2006, compared with a
$40.9 million net loss on $131,00 of total revenues for the year
ended Dec. 31, 2005.

Cost of goods sold for the fiscal 2006 was $1.5 million, which
represents both variable and fixed components of drug supply
production costs.  The high cost of goods sold in fiscal 2006 was
primarily driven by the large site fixed cost component being
spread over a restricted commercial production as process
enhancements required production downtime and also includes a
lower of cost or market valuation adjustment of approximately
$900,000.

Research and development expenses decreased $700,000, from
$21.8 million in fiscal 2005 to $21.1 million in fiscal 2006.  
This reduction in spending resulted primarily from recording
litigation expenses in the selling, general and administrative
category in accordance with United States generally accepted
accounting principles.

Selling, general and administrative expenses increased
$20 million, from $5.7 million for fiscal 2005 to $25.7 million
for fiscal 2006.  The increase was due to the commercial launch of
IPLEX and the recordation of legal costs in selling, general and
administrative expenses.

Following the agreement with Tercica Inc. and Genentech Inc. on
March 5, 2007, approximately $2.1 million in inventory and
$5 million in construction-in-progress was written-off to asset
impairment as a result of management's assessed fair-value of
these assets at Dec. 31, 2006.

The company recorded $3.7 million in interest expense for fiscal
2006 as a result of the amortization and conversion of the
March 15, 2005, convertible notes.  Of this amount, $3.4 million
was non-cash as a result of the accelerated amortization of the
debt discount due to the conversion of notes to common stock in
the first and fourth quarters of fiscal 2006.  $2 million of
unamortized debt discount remained in long-term liabilities on the
company's balance sheet and is expected to be amortized over the
remaining life of the notes.

As of Dec. 31, 2006, cash and cash equivalents increased to
$24.1 million from $18.8 million at Dec. 31, 2005.  As a result of
a higher average cash balance and higher interest rates in fiscal
2006 compared to fiscal 2005, interest income increased
$1.1 million, from $800,000 in fiscal 2005 to $1.9 million in
fiscal 2006.

At Dec. 31, 2006, the company's balance sheet showed $28.3 million
in total assets, $14.5 million in total liabilities, and
$13.9 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?1bbc

                        About Insmed Inc.

Headquartered in Glen Allen, Virginia, Insmed Inc. (NasdaqGM:
INSM) -- is a biopharmaceutical company focused on the development
and commercialization of drug candidates for the treatment of
metabolic diseases and endocrine disorders with unmet medical
needs.


INTEGRATED ALARM: Posts $4.7 Mil. Net Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
Integrated Alarm Services Group Inc. reported a net loss of
$4.7 million on revenue of $24.1 million for the fourth quarter
ended Dec. 31, 2006, compared with a net loss of $8 million on
revenue of $25.6 million for the same period in 2005.

Revenue for fiscal 2006 was $94.4 million down 5 percent from
fiscal 2005 revenue of $99.2 million.  The net loss for fiscal
2006 was $83.9 million, compared to a net loss of $22.3 million
for 2005.  

During the third quarter of fiscal 2006, the company, as it has in
past years, performed its annual impairment test under Statement
of Financial Accounting Standards No. 142 Goodwill and Other
Intangible Assets.  After evaluating financial forecasts,
operating trends, and comparison of IASG's third quarter common
share price to the company's book value per share, the company
determined that goodwill was impaired at Sept. 30, 2006.  As a
result, a non-cash goodwill charge of $65 million was recorded in
the third quarter of 2006 and is included in the full-year fiscal
2006 net loss.

In announcing the fourth quarter and year-end results, Charles
May, president and chief executive officer said, "The major event
of the fourth quarter and for that matter fiscal 2006 was the
December 20th announced agreement for IASG to merge with
Protection One Inc.  Under the terms of the merger agreement, IASG
shareholders will receive shares representing ownership of
approximately 28% of the merged company outstanding."

May continued, "Our ability to enter into the merger agreement
with Protection One is in large part a result of IASG's good
operating progress made in 2006.  IASG is a much better alarm
company than it was this time last year.  Excluding the non-cash
goodwill impairment charge, the 2006 net loss decreased by 15%
from 2005.  This is the result of effective work by a diligent
group of employees operating in challenging times."

May concluded, "The proposed merger agreement which carries the
unanimous endorsement of the IASG Board of Directors is slated for
vote of IASG shareholders on March 27, 2007.  I encourage all
shareholders to vote in this important matter for our company."

At Dec. 31, 2006, IASG had $13.7 million in cash, $12.3 million of
secured notes receivable from dealers' and stockholders' equity of
$36.6 million.  The company had $125.8 million of debt and capital
leases at Dec. 31, 2006.  IASG had no outstanding balance on the
$30 million senior credit facility at the end of 2006.

IASG ended fiscal 2006 with an owned portfolio of approximately
145,000 contract equivalents generating recurrent monthly revenue
(RMR) of approximately $4.3 million and wholesale monitoring of
approximately 765,000 alarms (including IASG's owned portfolio
accounts) generating approximately $3.1 million in RMR ($500,000  
from owned accounts).  Revenue from the owned portfolio is split
approximately 77 percent residential and 23 percent commercial.

At Dec. 31, 2006, the company's balance sheet showed
$188.7 million in total assets, $152.1 million in total
liabilities, and $36.6 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?1bbb

                      About Integrated Alarm

Integrated Alarm Services Group Inc. (NASDAQ: IASG) --
http://www.iasg.us/provides total integrated solutions to  
independent security alarm dealers located throughout the United
States to assist them in serving the residential and commercial
security alarm market.  IASG's services include alarm contract
financing including the purchase of dealer alarm contracts for its
own portfolio and providing loans to dealers collateralized by
alarm contracts.  IASG, with approximately 4,000 independent
dealer relationships, is also the largest wholesale provider of
alarm contract monitoring and servicing.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Moody's Investors Service affirmed Integrated Alarm Services Group
Inc.'s B3 rating on its $125 million second lien notes due 2011,
SGL-4 Speculative Grade Liquidity rating, B3 Probability of
Default rating, and B3 Corporate Family rating.


ITRON INC: Moody's Pares Corporate Family Rating to B1 from Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Itron Inc. to B1 from Ba3, concluding the review process
initiated on Feb. 27, 2007.

Moody's also assigned a Ba3 rating to the new senior first-lien
multi-currency credit facilities and downgraded the existing
senior subordinated notes to B3.

The downgrade of Itron's CFR reflects the significant increase in
leverage expected at closing of the $1.6 billion acquisition of
Actaris, a leading European manufacturer of electric, gas and
water meters.  Though recognizing the positive business
implications of the transaction, mainly broader scale, enhanced
geographic, customer and product diversity, which are expected to
bring more revenue stability, as well as the potential cross-
selling opportunities, the rating agency concluded that the
company's CFR would be more adequately positioned in the B1
category given the large debt funding component and the related
deterioration of the financial metrics at closing.

The B1 rating is also based on the expectation that Itron will use
substantially all of its free cash flow to de-lever its balance
sheet in such a way that total debt to EBITDA will reduce to below
5x by the end of 2008 from 6x on a pro forma basis at
Dec. 31, 2006.  Free cash flow/debt is also expected to exceed 6%
by end 2008.

Moody's assessed that integration risk was moderate despite the
magnitude of the acquisition due to:

   -- limited geographic and technological overlap between the two
      companies,

   -- the proximity of Itron's management with Actaris' as a
      result of past joint experience within the Schlumberger
      group, and

   -- the absence of manufacturing consolidation plan.

The newly assigned Ba3 rating to the senior first-lien multi-
currency credit facilities and the downgrade of the senior
subordinated notes rating to B3, reflect the contractual and
effective subordination of the notes to the bank debt with respect
to all domestic assets and Moody's assessment of their respective
expected loss in the event of default.

These ratings have been downgraded:

   -- Corporate Family Rating to B1 from Ba3

   -- Probability of Default Rating to B1 from Ba3

   -- Senior Subordinated Notes due 2012 to B3, LGD5, 84% from
      Ba1, LGD2, 25%

This rating has been withdrawn:

   -- Baa3, LGD1, 3% $55 million Senior Secured Revolver due 2009

New ratings have been assigned:

   -- Ba3, LGD3, 31% $115 million Senior Secured Multi-Currency
      Revolver due 2011

   -- Ba3, LGD3, 31% $605.1 million Senior Secured First-Lien US
      Term Loan due 2011

   -- Ba3, LGD3, 31% EUR310 million Senior Secured First-Lien Euro
      Term Loan due 2011

   -- Ba3, LGD3, 31% GBP50 million Senior Secured First-Lien
      Sterling Term Loan due 2011

Itron is a leading provider of electricity meters, meter data
collection systems and meter data management software solutions in
North America.  The company reported total revenues of
$644 million in 2006.


JP MORGAN: Moody's Holds B3 Rating on $5 Mil. Class Q Certificates
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C3:

   -- Class A-1, $38,300,804, Fixed, affirmed at Aaa
   -- Class A-2, $154,670,000, Fixed, affirmed at Aaa
   -- Class A-3, $235,827,000, Fixed, affirmed at Aaa
   -- Class A-4, $166,135,000, Fixed, affirmed at Aaa
   -- Class A-5, $421,433,000, Fixed, affirmed at Aaa
   -- Class A-1A, $175,823,774, Fixed, affirmed at Aaa
   -- Class A-J, $87,251,000, WAC, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $43,626,000, WAC, affirmed at Aa2
   -- Class C, $13,277,000, WAC, affirmed at Aa3
   -- Class D, $13,277,000, WAC, affirmed at A1
   -- Class E, $15,174,000, WAC, affirmed at A2
   -- Class F, $15,174,000, WAC, affirmed at A3
   -- Class G, $18,968,000, WAC, affirmed at Baa1
   -- Class H, $15,174,000, WAC, affirmed at Baa2
   -- Class J, $20,865,000, WAC, affirmed at Baa3
   -- Class K, $7,587,000, WAC, affirmed at Ba1
   -- Class L, $5,690,000, WAC, affirmed at Ba2
   -- Class M, $9,484,000, WAC, affirmed at Ba3
   -- Class N, $3,793,000, WAC, affirmed at B1
   -- Class P, $5,691,000, WAC, affirmed at B2
   -- Class Q, $5,690,000, WAC, affirmed at B3

As of the Feb. 15, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.4%
to $1.50 billion from $1.52 billion at securitization.  The
Certificates are collateralized by 149 mortgage loans.  The loans
range in size from less than 1.0% to 10.1% of the pool, with the
top 10 loans representing 39.9% of the pool.

There have been no loans defeased or liquidated from the pool.
Currently there is one loan representing 0.9% of the pool in
special servicing.  There are no losses projected from this loan
currently.  Fifteen loans, representing 4.9% of the pool, are on
the master servicer's watchlist.  Moody's was provided with
full-year 2005 and partial-year 2006 operating results for 98.0%
and 86.0%, respectively, of the performing loans.  Moody's loan to
value ratio for the conduit component is 96.9%, compared to 96.8%
at securitization.

The three largest conduit exposures represent 21.7% of the pool.
The largest conduit exposure is the DDR Portfolio Loans of
$150.5 million (10.1%), which consist of a portfolio of 13 crossed
collateralized and crossed defaulted loans secured by properties
located in New York, Ohio, Georgia, Tennessee and Mississippi.  
The properties were built between 1960 and 2001 and have an
average age of 22 years.  The total size of the portfolio is
1,634,765 square feet.  As of September 2006, the portfolio was
98.3% occupied, compared to 93.5% at securitization.  The largest
tenants in the portfolio are Top Market and Kroger.  The loan
sponsor is Developers Diversified Realty Corporation.  The loan is
interest only.  Moody's LTV is 97.0%, compared to 96.9% at
securitization.

The second largest conduit loan is the Las Olas Centre Loan of
$99.0 million (6.6%), which is secured by a 468,843 square foot
office building located in Ft. Lauderdale, Florida.  The building
was constructed in 1996.  As of December 2006 the subject was
77.0% occupied, compared to 86.2% at securitization.  Occupancy
decreased due to several major tenants vacating at lease
expiration in December 2006.  The loan is interest only loan for
its entire term.  Moody's LTV is in excess of 100.0%, the same as
at securitization.

The third largest conduit loan is the 345 Park Avenue South Loan
of $75.0 million (5.0%), which is secured by a 272, 348 square
foot office building located in New York City.  The building was
constructed in 1913 and renovated in 1999.  As of August 2006 the
property was 96.0% occupied, compared to 97.2% at securitization.
Major tenants include Bill Communications and American Lawyer.  
The loan is interest only loan for the first 36 months and then
amortizes on a 360-month schedule.  Moody's LTV is 98.1%, the same
as at securitization.

The pool's collateral is a mix of:

   * retail, multifamily and manufactured housing (26.0%),
   * office and mixed-use (27.2%),
   * industrial and self storage (9.1%) and
   * lodging (2.2%).

The collateral properties are located in 30 states.  The highest
state concentrations are New York (20.0%), Florida (12.4%), Texas
(11.5%), California (9.0%) and Massachusetts (5.0%).  All of the
loans are fixed rate.


KINGSLAND IV: Moody's Rates $14.9 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Kingsland IV, Ltd.:

   * Aaa to the $308,100,000 Class A-1 Senior Secured Floating
     Rate Notes Due 2021;

   * Aaa to the $60,000,000 Class A-1R Senior Secured Revolving
     Floating Rate Notes Due 2021;

   * Aa2 to the $22,900,000 Class B Senior Secured Floating Rate
     Notes Due 2021;

   * A2 to the $25,000,000 Class C Senior Secured Deferrable
     Floating Rate Notes Due 2021;

   * Baa3 to the $18,000,000 Class D Senior Secured Deferrable
     Floating Rate Notes Due 2021 and

   * Ba2 to the $14,900,000 Class E Secured Deferrable Floating
     Rate Notes Due 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

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

Kingsland Capital Management will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


LANDRY'S RESTAURANTS: Plans to Acquire Smith & Wollensky Group
--------------------------------------------------------------
Landry's Restaurants Inc. is offering to acquire Smith & Wollensky
Restaurant Group, through an appropriate acquisition entity by
merger, subject to certain terms and conditions, for $9.75 per
share in cash.  

The company said that the offer represents a $0.50 premium to the
offer of the Patina Restaurant Group.

"We continue to believe that a combination of the two companies
would be in the best interest of the stockholders of both
companies," said Tilman J. Fertitta, Chairman, President and CEO
of Landry's.

The Smith & Wollensky brand will make a great addition to
its family of restaurants.  Moreover, the inclusion of the New
York restaurants as part of the transaction, such as Maloney &
Porcelli, Park Avenue Cafe, and Quality Meats, allows us to offer
$0.50 more to the SWRG shareholders than the Patina Restaurant
Group.

Landry's Restaurant delivered the draft of the tender merger
agreement to Smith & Wollensky Board on Mar. 16, 2007.

                        About Landry's

Landry's Restaurants, Inc. (NYSE: LNY) owns and operates more
than 300 restaurants, including Landry's Seafood House, Joe's Crab
Shack, The Crab House, Rainforest Cafe, Charley's Crab, Willie G's
Seafood & Steak House, The Chart House, and Saltgrass Steak House.
Landry's also owns several icon developments, including Downtown
Aquariums in Houston and Denver.  The company employs
approximately 36,000 workers in 36 states.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Landry's Restaurants Inc. and its wholly owned
subsidiary, Golden Nugget Inc.  Ratings for both entities were
removed from CreditWatch with negative implications, where they
were placed on Jan. 16, 2007.  


LAZARD GROUP: Good Performance Prompts Moody's Positive Outlook
---------------------------------------------------------------
Moody's Investors Service placed a positive outlook on the Ba1
senior rating of Lazard Group LLC.

Moody's said the positive outlook is in response to the progress
Lazard's management team has made since its transformative
recapitalization in 2005.  

During 2006, Moody's noted that Lazard was able to maintain good
market share, retain and recruit intellectual capital, and
demonstrate solid compensation discipline during strong advisory
market conditions.

Additionally, the firm's asset management business has benefited
greatly from market appreciation over the last few years, leading
to a 32% increase in higher margin equity assets under management
since year end 2004.  Also, net asset flows stabilized in 2006,
which represented the first year with net inflows in several
years.

Finally the firm was able to reduce its shareholders deficiency by
$631 million during 2006, although equity remains negative at
$240 million at year end.  The company's equity will further
increase in May of 2008 with the exercise of the $437.5 million in
equity forward contracts contained in Lazard's Equity Security
Units.

Moody's said prospects for a future upgrade will depend most
importantly on the financial policy of the firm.

"Lazard has a low capital intensity business which is one of its
principal virtues for bondholders" said Moody's Senior Vice
President Peter Nerby, "the amount of leverage the firm maintains
is primarily a management decision."

Moody's will evaluate Lazard's financial policy in the context of
leverage measures such as Debt/EBITDA and interest coverage ratios
and achieving a Debt/EBITDA ratio of 2.5x remains an important
milestone for considering an upgrade.

In addition, Moody's noted that Lazard's management has stated
that it would like to further build its businesses through
acquisition.  

Moody's believes that the cost of such acquisitions, particularly
in the asset management space, could be substantial.  Lazard has
raised equity and built cash balances over the course of the last
several quarters.  As well, in 2008, depending on the ESU
remarketing terms offered by Lazard, the $437.5 million in notes
related to its ESUs may be remarketed or retired.  The ESUs will
provide the firm with additional equity, which Moody's expected,
but also provide the firm with the flexibility to maintain
substantial debt outstanding which Moody's had expected would be
reduced. Given the firm's acquisition strategy, as well as Moody's
view that Lazard management's financial policy has tilted toward
maintaining financial leverage, Moody's analysis of Lazard's
financial leverage will consider the ramifications of this
$437.5 million in debt remaining outstanding beyond 2008.
Therefore, Moody's will no longer adjust its Debt/EBITDA
calculation for the previously assumed 50% equity content of the
equity forward component of the ESU's.  Without this adjustment
Debt/EBITDA stood at 3.1x at Dec. 31, 2006.

Moody's will also monitor Lazard's strategies for retaining its
key producers.  Over the next year, partners who stay with the
firm will benefit from an accelerated conversion of illiquid
membership interests to tradable equity, which may make it more
difficult for Lazard to retain its intellectual capital.

Lazard Group LLC was assigned a positive outlook.  

Moody's rates two issuances of Lazard Group LLC:

   * $550 million 7.125% Senior Notes due May 15, 2015 rated Ba1;

   * $287.5 million Senior Notes due 2035 associated with its
     Equity Securities Units also rated Ba1.

Lazard is an international advisory and money management firm that
reported earnings from continuing operations before minority
interests of $258.4 million in 2006.


LEAP WIRELESS: Cuts Interest Rate Margin on Senior Credit Facility
------------------------------------------------------------------
Leap Wireless International, Inc. has amended the company's senior
secured credit facility to reduce the interest rate on borrowings
under the term loan to LIBOR plus 225 basis points, reducing the
spread by 50 basis points from LIBOR plus 275 basis points.

The company currently has $895.5 million of term debt outstanding
under the senior credit facility, which is comprised of an
$895.5 million term loan and an undrawn $200 million revolving
credit facility available until June 2011.  Borrowing costs under
the term loan facility are based on variable rates tied to the
London Interbank Offered Rate plus a specified margin, or the
greater of the Prime Rate and the Federal Funds Effective Rate
plus a margin.

Under the terms of the repricing amendment, effective March 15,
2007, the margin on rates linked to LIBOR is reduced to 2.25% from
2.75%, and the margin on rates linked to the Alternative Base Rate
is reduced to 1.25% from 1.75%.  Adoption of this amendment is
expected to result in annual savings of approximately $4.5 million
in interest expense and will provide the flexibility needed to
support the company's continued growth.

                       About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-  
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.  
Through a variety of low, flat rate, service plans, Cricket
service offers customers a choice of unlimited anytime local voice
minutes, unlimited anytime domestic long distance voice minutes,
unlimited text, instant and picture messaging and additional
value-added services over a high-quality, all-digital CDMA
network.  Designed for the urban youth market, Jump Mobile is a
unique prepaid wireless service that offers customers free
unlimited incoming calls from anywhere with outgoing calls at an
affordable 10 cents per minute and free incoming and outgoing text
messaging.  Both Cricket and Jump Mobile services are offered
without long-term commitments or credit checks.

                         *     *     *

Standard & Poor's Ratings Services assigned its 'B-' long-term
foreign and local issuer credit ratings on wireless carrier Leap
Wireless International Inc. on May 2006.


MACDERMID INC: Amendments Cues S&P to Hold B+ Rating on Debt
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on MacDermid Inc.'s proposed senior secured
credit facilities, following the report that the company will
increase the term loan principal amount to the U.S. dollar
equivalent of $610 million.  The proposed term loan will now have
both a $360 million tranche and a EUR250 million tranche.  

The secured loan rating is 'B+' and the recovery rating is a '1',
indicating the expectation for full recovery of principal in the
event of a payment default.

Other changes to the debt financing structure include the
cancellation of the $250 million senior unsecured notes due in
2014, a $135 million increase in the senior subordinated notes due
in 2017 to $350 million, and the addition of $15 million in
Japanese senior secured bank debt due in 2014.

Proceeds from the new bank credit facilities and the senior
subordinated notes will be used to finance the acquisition of
MacDermid in a transaction valued at about $1.3 billion.

Upon successful completion of the acquisition and proposed
financing, Standard & Poor's will resolve the CreditWatch listing.
Standard & Poor's also expects to withdraw all of the ratings on
the existing debt instruments upon closing of the proposed
refinancing.

Ratings List:

   * MacDermid Inc.

      -- Corporate credit rating, BB+/Watch Neg/
      -- Senior secured credit facilities, B+, Recovery rating: 1


MASSACHUSETTS HEALTH: S&P Revises Outlook on Revenue Bonds
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Massachusetts Health and Educational Facilities Authority's series
2004A and 2004B revenue bonds, issued for Northern Berkshire
Healthcare Inc., and the authority's series 1996C revenue bonds,
issued for North Adams Regional Hospital, to stable from
negative.  

The stable outlook reflects the system's significant progress in
turning operations toward a path of profitability, specifically at
North Adams Regional Hospital.  

At the same time, Standard & Poor's affirmed its 'BB-' rating on
the bonds.

"To achieve a higher rating, management must continue its current
momentum by continuing to realize or exceed year-over-year
budgeted expectations, in both its acute and non-acute areas of
service," said Standard & Poor's credit analyst Jennifer Soule.

The 'BB-' rating reflects NBH's persistent losses in recent years,
with fiscal 2005 resulting in a bond covenant violation, for which
NBH received a waiver.  Just prior to the violation, management
proactively eliminated management positions and hired FTI Cambio,
a management-consulting firm known for hospital turnaround
engagements, to help improve the system's overall financial
position.  In fiscal 2006, and through the first four months of
fiscal 2007, NBH's financial statements and volumes have turned
around significantly, but there is considerable room for
improvement.

Other factors precluding a higher rating include a long history of
operating and excess losses for the system; and NBH's highly
leveraged position, with little to no capacity for additional
debt.


MIRANT CORP: Bowline Wants to Assume $200 Million Insurance Policy
------------------------------------------------------------------
Mirant Bowline, LLC, an affiliate of Mirant Corp., seeks the U.S.
Bankruptcy Court for the Northern District of Texas' authority to
assume an insurance policy -- Owner's Title of Insurance Policy
No. 26-031- 92-56864 -- issued by Fidelity National Title
Insurance Company of New York for $200,716,836.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, informs the Court that the Insurance Policy covered
certain real property purchased by Mirant Bowline located in the
Town of Haverstraw and the Village of West Haverstraw, County of
Rockland, New York.  The Insurance Policy became effective on
July 1, 1999.

Mr. Prostok asserts that the Fidelity Insurance Policy is
economically beneficial to Mirant Bowline.  In addition,
Mirant Bowline is current on all prepetition and postpetition
obligations under the Insurance Policy, and the requirements of
Section 365(b)(1) of the Bankruptcy Code governing the treatment
of defaults in contracts and unexpired leases do not apply.

Accordingly, Mr. Prostok says, there are no cure amounts as of
the assumption of the Insurance Policy.

                        About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces   
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MIRANT CORP: Sells Surplus Equipment to LS Power for $22 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Mirant Bowline, LLC's, a subsidiary of Mirant Corp., to
sell certain surplus equipment to LS Power Co I, LLC.

The equipment sold are:
                         
       * 3 Mitsubishi-IHI Heat Recovery Steam Generators    
       * 1 350MW GE D-11 Steam Turbine

LS Power purchased the equipment in cash for $22,000,000.

According to Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in
Fort Worth, Texas, the equipment were purchased by Mirant Bowline
in anticipation of a planned expansion that is presently
suspended, and is not currently needed for operations.

Mr. Prostok states that Mirant Bowline will sell the equipment by
private sale free and clear of all liens, claims and encumbrances
on an "as is, where is" basis without any representations or
warranties.

Mirant Americas, Inc., also a subsidiary of Mirant Corp. has
recently entered into a sale agreement to transfer its ownership
interests in six Mirant-affiliated entities to LS Power.

Moreover, LS Power will bear the cost of transport of the
equipment from the Mirant Bowline Facility, and will be required
to remove the equipment within six months following the closing
date.  Accordingly, Mirant Bowline will execute a Bill of Sale.

                          About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces   
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 117; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MOOG INC: Acquires ZEVEX International for $83.8 Million
--------------------------------------------------------
Moog, Inc. said it acquired ZEVEX International, Inc., a medical
device manufacturer, for $83.8 million.  ZEVEX shareholders will
receive $13 in cash for each share of ZEVEX common stock.  As a
result, ZEVEX is now a wholly owned subsidiary of Moog.  The
company used its revolving credit facility to finance the
transaction.

The ZEVEX acquisition expands Moog's participation in the medical
devices market.  In the fiscal year ending Sept. 29, 2007, sales
in Moog's Medical Devices segment are expected to approach
$65 million, including $25 million in ZEVEX sales over the next
six months.  

"We're excited about having ZEVEX become part of our company,"
Robert T. Brady, chairman and chief executive officer, said.

"We believe that ZEVEX brings an outstanding combination of
personnel and products that further extend Moog's capabilities in
the medical market, enabling us to continue growing this
business," Mr. Brady, further said.

                     About ZEVEX International

ZEVEX International, Inc. -- http://www.moog.com/-- is  
headquartered in Salt Lake City, Utah.  It manufactures and
distributes ambulatory pumps, stationary pumps, and disposable
sets for the delivery of enteral nutrition for hospital, nursing
home, neonatal, and patient home use.  In addition, ZEVEX designs,
develops, and manufactures surgical tools and sensors, and
provides engineered solutions for the medical marketplace.  The
company employs a staff of 178 people.

                         About Moog, Inc.

Moog, Inc. (NYSE: MOG-A) designs, manufactures, and integrates
precision control components and systems.  Its systems control
military and commercial aircraft, satellites and space vehicles,
launch vehicles, missiles, automated industry machinery, and
medical equipment.  It operates in five segments, Aircraft
Controls, Space and Defense Controls, Industrial Controls,
Components, and Medical Devices.

                           *     *     *

Moog, Inc. carries Moody's Ba3 rating on the company's 6-1/4
Senior Subordinated Notes dur 2015, Ba2 Long-term Corporate Family
Rating, and Ba2 Probability of Default Rating.  The company also
carries Standard & Poor's BB- ratings on the company's Senior
Subordinated Notes and BB+ Long-term Foreign and Local Issuer
Credit Ratings.  Both Moody's and Standard & Poor's gave the
company a Stable Ratings Outlook.


MORGAN STANLEY: Moody's Holds B3 Rating on Class N Certificates
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 18 classes of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-IQ5:

   -- Class A-2, $61,727,987, Fixed, affirmed at Aaa
   -- Class A-3, $60,000,000, Fixed, affirmed at Aaa
   -- Class A-4, $373,718,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $22,389,000, WAC, upgraded to Aaa from Aa1
   -- Class C, $30,178,000, WAC, upgraded to A1 from A2
   -- Class D, $7,788,000, WAC, upgraded to A2 from A3
   -- Class E, $5,840,000, WAC, affirmed at Baa1
   -- Class F, $6,814,000, WAC, affirmed at Baa2
   -- Class G, $7,788,000, WAC, affirmed at Baa3
   -- Class H, $5,841,000, Fixed, affirmed at Ba1
   -- Class J, $2,921,000, Fixed, affirmed at Ba2
   -- Class K, $4,867,000, Fixed, affirmed at Ba3
   -- Class L, $2,920,000, Fixed, affirmed at B1
   -- Class M, $1,947,000, Fixed, affirmed at B2
   -- Class N, $974,000, Fixed, affirmed at B3
   -- Class BNB-A, $5,000,000, Fixed, affirmed at Aaa
   -- Class BNB-B, $5,000,000, Fixed, affirmed at Aaa
   -- Class BNB-C, $10,000,000, Fixed, affirmed at Aaa
   -- Class BNB-D, $10,000,000, Fixed, affirmed at Aaa

As of the Feb. 15, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 18.0%
to $766.2 million from $778.8 million at securitization.  The
second largest shadow rated loan - 55 East Monroe Loan of
$58.5 million (7.9%) paid off.  The Certificates are
collateralized by 75 loans ranging in size from less than 1.0% to
9.4% of the pool with the top 10 loans representing 50.1% of the
pool.  The pool consists of three shadow rated loans, representing
20.5% of the pool, and a conduit component, representing 66.7% of
the pool.  There are no loans currently in special servicing and
no loans have been liquidated.  Three loans, representing 12.8% of
the pool, have defeased, including two of the shadow rated loans -
- Invesco Funds Corporate Campus Loan of $39.0 million (5.3%) and
The 200 Berkeley & Stephen L. Brown Buildings Loan of
$25.0 million (3.4%).  Ten loans, representing 8.8% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
financial statements for approximately 87.0% and 56.0%,
respectively, of the performing loans.  Moody's weighted average
loan to value ratio for the conduit component is 77.7%, compared
to 83.5% at last review and compared to 86.8% at securitization.
Moody's is upgrading Classes B, C and D due to increased credit
support, defeasance and improved overall pool performance.

The largest shadow rated loan is the Two Commerce Square Loan of
$56.9 million (9.4%), which represents a 50.0% participation
interest in a $113.8 million first mortgage loan secured by a
40-story, 953,000 square foot Class A office building located in
downtown Philadelphia, Pennsylvania.  The property is 99.0%
leased, essentially the same as at securitization.  Approximately
82.6% of the space is leased to New York Central Lines under
leases which expire in June 2008 and 2009. NYCL, which is a joint
venture between Norfolk Southern Corporation and CSX Corporation,
does not occupy any of the leased space and has sublet
approximately 85.0% of its premises to 11 subtenants.  The loan
benefits from a fixed amortization schedule which provides for
approximately $23.4 million of amortization through 2008
increasing to $27.4 million at maturity in 2013.  The loan has
amortized by approximately 13.6% since securitization.  Moody's
current shadow rating is Baa3, the same as at securitization.

The second shadow rated loan is the International Plaza Loan of
$35.4 million (5.9%), which represents a 19.8% participation
interest in a $176.0 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.2 million square foot
regional mall located adjacent to the Tampa International Airport
in Tampa, Florida.  The collateral securing the loan consists of
582,000 square feet of in-line space.  The mall is anchored by
Dillard's, Nordstrom and Neiman Marcus.  As of November 2006
in-line shop occupancy was 90.0%, compared to 89.5% at last review
and compared to 96.6% at securitization.  The loan sponsors are
Taubman Centers Inc. and Ivanhoe Cambridge.  Moody's current
shadow rating is Baa2, compared to Baa3 at last review and at
securitization.

The third shadow rated loan is the Three Times Square Loan of
$32.3 million (5.2%), which represents a 20.6% participation
interest in a $159.2 million first mortgage loan secured by a
884,000 square foot Class A office building located in midtown
Manhattan.  The property is 98.9% occupied, essentially the same
as at last review and at securitization.  The property is anchored
by Reuters Group and the Bank of Montreal.  The property is also
encumbered by a $94.8 million B Note that is held outside the
trust.  Moody's current shadow rating is Aaa, the same as at
securitization.

The top three conduit loans represent 15.9% of the outstanding
pool balance.  The largest conduit loan is the Plaza America
Office Towers III & IV Loan of $40.7 million (6.7%), which
represents a 50.0% participation interest in a $81.3 million first
mortgage loan secured by two Class A office buildings located in
Reston, Virginia.  The complex totals 473,000 square feet and is
100.0% leased compared to 93.0% at last review and compared to
94.3% at securitization.  Major tenants include Unisys Corporation
and NCI Information Systems.  Moody's LTV is 88.1%, compared to
90.7%, at last review and compared to in excess of 100.0% at
securitization.

The second largest conduit loan is the GGP Portfolio Loan of
$27.8 million (4.6%), which is secured by two anchored retail
centers located in Utah.  Gateway Crossing (160,000 square feet)
is located approximately 12 miles south of Salt Lake City and is
anchored by Ross Stores, T.J.Maxx and Michaels Stores.  University
Crossing (206,000 square feet) is located 40 miles south of Salt
Lake City and is anchored by Burlington Coat Factory, OfficeMax,
Barnes & Noble and CompUSA.  As of December 2005 the overall
occupancy of the two properties was 98.5%, compared to 98.8% at
last review and compared to 97.2% at securitization.  The loan
sponsor is General Growth Properties, Inc.  Moody's LTV is 84.4%,
compared to 86.6% at last review and compared to 92.5% at
securitization.

The third largest conduit loan is the Quail Spring Marketplace
Loan of $27.6 million (4.6%), which is secured by a 295,700 square
foot power center located in Oklahoma City, Oklahoma.  The
property is 100.0% leased, compared to 98.5% leased at last review
and at securitization.  Major tenants include Ultimate
Electronics, Office Depot, Ross Stores and The Gap.  Moody's LTV
is 77.0%, compared to 87.3% at last review and compared to 88.3%
at securitization.

The pool's collateral is a mix of:

   * office and mixed use (38.9%),
   * retail (34.6%),
   * U.S. Government securities (12.8%),
   * industrial (9.3%),
   * multifamily (3.5%) and
   * lodging (1.0%).

The collateral properties are located in 25 states and Washington,
D.C.  The highest state concentrations are Pennsylvania,
California, Virginia, Florida and Maryland.  All of the loans are
fixed rate.


NEW CENTURY: California Issues Cease and Desist Order
-----------------------------------------------------
New Century Financial Corporation disclosed Tuesday that it has
received additional cease and desist orders from the State of
California and certain of the company's subsidiaries entered into
consent agreements with the State of Florida's Office of Financial
Regulation and the State of Washington's Department of Financial
Institutions, respectively, each dated March 16, 2007.

The State of California's order adds to the cease and desist
orders the company previously received from the states of
Connecticut, Maryland, Rhode Island, Tennessee, Massachusetts, New
Hampshire, New Jersey and New York.

Additionally, on March 14, 2007, New Century Mortgage Corporation
and Home123 Corporation, indirect wholly owned subsidiaries 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 Previous Orders and Consent Agreement, the
March 16 Orders and Consent Agreements contain allegations that
certain of the company's subsidiaries have engaged in violations
of state law, including, among others, failure to fund mortgage
loans after closing.

Consistent with the Previous Orders and Consent Agreement, the
March 16 Orders and Consent Agreements 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 16 Orders and Consent Agreements 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.

The California Orders become permanent if not promptly appealed by
the applicable subsidiaries.  The company and its subsidiaries are
reviewing the California Orders and accordingly have not yet
determined whether they will appeal all or any portion of the
California Orders.

In addition, on March 13, 2007, NCMC received a cease and desist
order from the State of New York Banking Department.  On March 16,
2007, Home123 Corporation received a suspension order from the
State of New York Banking Department.  The Suspension Order
contains allegations similar to those included in the March 13
Order and further provides that Home123's mortgage banking license
in the State of New York has been suspended for a period not
exceeding 30 days, pending investigation.  The company and Home123
are reviewing the Suspension Order and accordingly have not yet
determined whether they will appeal all or any portion of the
Suspension Order.

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
agreements already entered into by the company.

The company does not undertake, and expressly disclaims, any
obligation to update the disclosure for any additional cease and
desist orders or consent agreements or for any developments with
respect to the March 16 Orders and Consent Agreements or the
Suspension Order.

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: Fannie Mae Ends Loan Selling and Servicing Contract
----------------------------------------------------------------
New Century Financial Corporation's indirect wholly owned
subsidiary, New Century Mortgage Corporation, has received a
notice of breach and termination of mortgage selling and servicing
contract, dated March 14, 2007, from the Federal National Mortgage
Association.

In its notice, Fannie Mae purports to terminate its Mortgage
Selling and Servicing Contract with NCMC for cause, based on
alleged breaches of the Fannie Mae Contract as well as alleged
breaches by NCMC under other contracts with Fannie Mae.

As a result of the purported termination, the company and its
subsidiaries are no longer able to sell mortgage loans directly to
Fannie Mae or act as the primary servicer of any mortgage loans
for Fannie Mae.

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 YORK RACING: Has Until July 16 to File Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended The New York Racing Association Inc.'s exclusive periods
to:

   a) file a plan until July 16, 2007; and

   b) solicit acceptances of that plan until Sept. 17, 2007.

The Court held that the extension of the exclusive periods is
without prejudice to the Debtor's right to request for further
extension.

The Debtor had sought a Jan. 15, 2008 extension of its exclusive
period to file a chapter 11 plan of reorganization and a March 14,
2008 extension of its exclusive period to solicit acceptances of
that plan.

In its request, the Debtor told that Court that many necessary
issues remain to be resolved in its chapter 11 case before
formulation and confirmation of a plan may proceed.

                     Awarding of the Franchise

The Debtor informed the Court that its franchise to conduct racing
and operating pari-mutual wagering on its Racetracks is scheduled
to expire on Dec. 31, 2007.

On June 13, 2006, the State's Ad Hoc Committee on the Future of
Racing released a request for proposals to solicit bids from
entities interested in conducting racing and operating pari-mutual
wagering at the Racetracks under the franchise.  The Debtor and a
number of other groups, each of the other groups are for-profit
organization, submitted proposals for the Franchise.

On Nov. 21, 2006, the Ad Hoc Committee recommended the franchise
be awarded to Excelsior Racing Associates LLC.  The Debtor said
however that the recommendation has been cast aside.

The Debtor contended that until it learns the fate of the
franchise, the proposition of a viable chapter 11 plan is
difficult.  The Debtor remains hopeful that it will be awarded the
franchise and able to pursue its goal of opening a video lottery
terminal facility.

The Debtor said that it plans to base a chapter 11 plan on the
projected income of the video terminal facility if it is awarded
the franchise.

             Determination of Title to the Racetracks

The Debtor reminded the Court that on Dec. 12, 2006, it filed a
complaint commencing an adversary proceeding, in order to, among
other things, challenge the constitutionality of Section 202-2 of
the New York State Racing Law.

Section 202-2 provides, in pertinent part, that, upon expiration
of the franchise, the assets of the franchisee "will be assigned,
transferred and conveyed and distributed by the governor then in
office."  The Debtor argued that it currently owns the racetracks.

Various parties however have taken actions that infringed upon the
Debtor's quiet enjoyment of the Racetracks due to their belief
that the Racetracks not only become property of the State of New
York upon the expiration of the Franchise but also, that the State
maintains an amorphous interest currently.

The Debtor explained that in order to propose a feasible chapter
11 plan, a determination of its ownership of the Racetracks upon
the expiration of the franchise must be made.  The Debtor believes
that, until the dispute regarding the future ownership of the
Racetracks is resolved, it would be extremely difficult to have
meaningful negotiations about a plan.

           Adjudication of the State's Motion To Dismiss

As reported in the Troubled Company Reporter on Feb. 1, 2007, the
State and the Oversight Board sought dismissal of the Debtor's
chapter 11 case citing that the Debtor was ineligible to file for
bankruptcy under the definitions set in the Bankruptcy Code.

The New York Thoroughbred Horseman's Association Inc., Lien Games
Racing LLC, and Excelsior, have filed motions to join the State
and the Oversight Board's motion.

The Debtor argued that although it believes the motion has no
merit, it would be difficult to commence meaningful negotiations
with creditor constituencies bent on derailing its chapter 11
proceedings.  Accordingly, until the issue is resolved or progress
is made, the Debtor said it will be unable to propose a
confirmable plan.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NEW YORK RACING: Court OKs Supplemental Financing from State Funds
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave The New York Racing Association Inc. authority to obtain
supplemental postpetition financing from the state of New York.

In November 2006, the Debtor obtained from the State an $8,000,000
postpetition loan assumed to provide the Debtor with funding until
Dec. 31, 2006.

Despite the Debtor's ability to manage its finances and operate
its businesses, the Debtor has demonstrated that it will be unable
in the near future to meet its payroll obligations and operating
expenses and to obtain the goods and services necessary to carry
on its business.

Additionally, the Debtor has been unable to obtain supplemental
funds in the form of unsecured credit.

                      Postpetition Financing

The State agreed to provide the Debtor with an immediate financing
in the sum of $2,000,000.

As emergency interim financing, the State will make an agreed upon
portion of the $19,000,000 available to the Debtor out of the VLT
Advance previously appropriated to the Debtor by the State.

Additionally, as deficiency appropriation funding, the State will
use its reasonable best efforts to have the deficiency budget,
containing deficiency appropriation funding, passed by the State
Legislature and enacted into law on or before March 31, 2007.

Pursuant to that deficiency budget, the State will advance to the
Debtor the sum of $23,000,000, net of any funds advanced in the
immediate and emergency interim financings.

If the deficiency appropriation funding is not approved by the
State Legislature and enacted into law by March 31, 2007, the
State will make available to the Debtor the balance of the VLT
Advance pursuant to the emergency interim financing, subject to
the approval of the Oversight Board and the terms of the existing
appropriation language.

However, in order to ensure that the funding is available to the
Debtor prior to March 31, 2007, in the event the deficiency
appropriation funding is not approved and enacted, unless approval
of the New York State Non-Profit Racing Association Oversight
Board has been previously obtained, notice of an Oversight Board
meeting for the purpose of authorizing the advance will be
published on or before March 23, 2007.

Furthermore, as supplemental financing, the budget bill for the
2007-2008 fiscal year will include a "dry" appropriation of
$9,000,000 for additional postpetition financing for the Debtor,
which funds, if passed by the State Legislature and enacted into
law, will be advanced in a manner and on circumstances and
pursuant to a timeframe to be agreed upon by the Debtor and the
State.

                        Private Financing

Under the supplemental postpetition financing, the Debtor will
not seek to refinance the State's postpetition financing at any
time prior to Dec. 31, 2007, or seek additional postpetition
financing from any source other than the State for the period
ending Dec. 31, 2007, unless:

   a) the deficiency appropriation funding is not passed by the
      State Legislature and enacted into law;

   b) the VLT Advances are not approved by the Oversight Board; or

   c) the supplemental financing (i) is not approved by the State
      Legislature and enacted into law or (ii) otherwise made
      available to the Debtor by the State.

However, prior to seeking other additional financing, the Debtor
will provide the State with a reasonable opportunity to locate an
alternative source of funds to satisfy any deficiency.

Interest will accrue on the Additional DIP Loans at the rate of 4%
per annum.

Upon the occurrence of an event of default, interest on the
Additional DIP Loan will accrue at the rate of 5% per annum.

As adequate protection, the Debtor granted the State valid,
binding, enforceable and perfected first-priority liens and
mortgages in all of the Debtor's assets.

                  Motions to Dismiss NYRA's Case

As reported in the Troubled Company Reporter on Feb. 1, 2007,
the State and the Oversight Board sought dismissal of the Debtor's
chapter 11 case.

The State and the Oversight Board told the Court that under the
Bankruptcy Code, only "persons" are eligible to be debtors under
chapter 11.  

According to the State and the Oversight Board, the Bankruptcy
Code defines "persons" to exclude "governmental units."  
"Governmental units," the Movants say, is defined to include
"instrumentality" and a "municipality," which in turn is defined
to include a "public agency."

The State and the Oversight Board contended that the Debtor is
both an instrumentality and a public agency.

In support of the State and the Oversight Board's motion, Lien
Games Racing LLC also sought dismissal of the Debtor's case
arguing that it is owed a sum in excess of $1.6 million on winning
wagers that the Debtor failed to pay.

Lien Gaming argued that the funds are property of the holders of
winning wagers and not property of the Debtor's estate.  

Lien Gaming further argued that the Debtor continues to use those
funds to fund its working capital, or for other purposes not
authorized under the New York Racing Law.

The State of New York is represented by Nancy Hershey Lord, Esq.,
and Neal S. Mann, Esq., of the Office of the Attorney General of
the State of New York.  The Oversight Board is represented by Alan
W. Kornberg, Esq., and Kelley A. Cornish, Esq. at Paul, Weiss,
Rifkind, wharton & Garrison LLP.  Philip Pierce, Esq., and Errol
F. Margolin, Esq., at Margolin & Pierce, LLP, represents Lien
Gaming.

                            About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NORTEL NETWORKS: Board Wants KPMG as Auditor Replacing Deloitte
---------------------------------------------------------------
Deloitte & Touche LLP is the independent public accountant for
Nortel Networks Corporation and Nortel Networks Limited its
principal operating subsidiary, for the fiscal year 2006.

As part of Nortel Networks' evaluation in its corporate renewal
process, the company's board of directors proposed that KPMG LLP
serve as its principal independent public accountant commencing
with fiscal year 2007.

KPMG will also be appointed as Limited's auditor if shareholders
will approve its appointment at the company's annual and special
meeting, scheduled for May 2, 2007.

The company said the proposed change in auditor does not result
from any disagreement or dissatisfaction between it and Deloitte.

Deloitte's audit reports for the company and Limited for their
financial statements for the fiscal years ended Dec. 31, 2006, and
Dec. 31, 2005, did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

The company's and Limited's management disclosed in Form 10-K that
it concluded that a material weakness in internal control over
financial reporting existed as of Dec. 31, 2006.

Deloitte expressed an unqualified opinion on management's
assessment of the effectiveness of internal control over financial
reporting and an adverse opinion on the effectiveness of internal
control over financial reporting as of Dec. 31, 2006.

                       About Nortel Networks

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.

                           *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Dominion Bond Rating Service said that Nortel Networks Corporation
accounting restatements will not have an immediate impact on its
B (low) long-term ratings.

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded Nortel Networks Corp.'s B3
Corporate Family Rating to B2 in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.

As reported in the Troubled Company Reporter on June 20, 2006,
Standard & Poor's Ratings Services affirmed Nortel Networks
Limited's 'B-' long-term and 'B-2' short-term corporate credit
ratings on the company, and assigned its 'B-' senior unsecured
debt rating to the company's $2 billion notes.  S&P said NNL's
ratings are based on the consolidation with its parent, Nortel
Networks Corporation.  S&P said the outlook is stable.


NORTHERN BERKSHIRE: S&P Holds BB- Rating on Revenue Bonds
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Massachusetts Health and Educational Facilities Authority's series
2004A and 2004B revenue bonds, issued for Northern Berkshire
Healthcare Inc., and the authority's series 1996C revenue bonds,
issued for North Adams Regional Hospital, to stable from
negative.  

The stable outlook reflects the system's significant progress in
turning operations toward a path of profitability, specifically at
North Adams Regional Hospital.  

At the same time, Standard & Poor's affirmed its 'BB-' rating on
the bonds.

"To achieve a higher rating, management must continue its current
momentum by continuing to realize or exceed year-over-year
budgeted expectations, in both its acute and non-acute areas of
service," said Standard & Poor's credit analyst Jennifer Soule.

The 'BB-' rating reflects NBH's persistent losses in recent years,
with fiscal 2005 resulting in a bond covenant violation, for which
NBH received a waiver.  Just prior to the violation, management
proactively eliminated management positions and hired FTI Cambio,
a management-consulting firm known for hospital turnaround
engagements, to help improve the system's overall financial
position.  In fiscal 2006, and through the first four months of
fiscal 2007, NBH's financial statements and volumes have turned
around significantly, but there is considerable room for
improvement.

Other factors precluding a higher rating include a long history of
operating and excess losses for the system; and NBH's highly
leveraged position, with little to no capacity for additional
debt.


OLD TAYLOR: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Old Taylor Hotel, LLC
        26 Picadilly Street West
        Winchester, VA 22601

Bankruptcy Case No.: 07-50195

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: March 19, 2007

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Spencer D. Ault, Esq.
                  Young & Ault
                  15 Loundon Street, Southwest
                  Suite C
                  Leesburg, VA 20175
                  Tel: (703) 777-7800
                  Fax: (540) 822-3880

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Elite Financial Group                    $1,000,000
4094 Majestic Lane, Suite 242
Fairfax, VA 22033

SFC II, LLC                              $1,150,000
P.O. Box 7129
Fairfax Station, VA 22039


PACIFIC LUMBER: Wants to Employ DSI as Financial Consultant
-----------------------------------------------------------
Pacific Lumber and its debtor-affiliates seek the authority of the
United States Bankruptcy Court for the Southern District of Texas  
to employ Development Specialists Inc., as their financial
consultant.

The business operations and financial affairs of the various
Debtors are complex and there are certain business relationships
between and among certain Debtors, The Pacific Lumber Company
Vice President and Chief Financial Officer Gary Clark tells the
Court.

Given their limited administrative staff resources, the Debtors
deem it appropriate and necessary to employ DSI to perform
various tasks reasonably necessary to discharge their
responsibilities as debtors in possession in their Chapter 11
cases.

The Debtors have selected DSI based on the firm's experience in
the bankruptcy field, Mr. Clark relates.  The Debtors believe
that DSI is well qualified to represent them in their Chapter 11
cases.

As financial consultants, DSI will:

   (a) assist in the preparation and filing of the Debtors'
       Schedules of Assets and Liabilities and Statements of
       Financial Affairs and other materials required under the
       Bankruptcy Code;

   (b) respond to the inquiries and requests from the Office of
       the United States Trustee in connection with the Debtors'
       bankruptcy cases;

   (c) prepare and file Monthly Operating Reports;

   (d) assist in the preparation and maintenance of cash flow
       budgeting and reporting systems; and

   (e) assist with any other financial or accounting analyses or
       advisory services.

The Debtors will pay DSI according to the firm's hourly fees:

            Consultant                  Hourly Rate
            ----------                  -----------
            William A. Brandt, Jr.          $550
            Kyle Everett                    $415
            Yale Bogen                      $340
            Alan Omori                      $315
            William King                    $340
            Jill Costie                     $250
            Matthew Braun                   $200
            Rose Jane Delarosa              $145

In addition, the Debtors will reimburse DSI of necessary expenses
it incurs in the course of its services.

Kyle Everett, a member of DSI, assures the Court that his firm is
a "disinterested person" as the term is defined in Section
101(14) Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtors' estates.

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in      
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 9, http://bankrupt.com/newsstand/or      
215/945-7000).


PACIFIC LUMBER: Panel Taps Chanin Capital as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pacific Lumber
and debtor-affiliates' bankruptcy cases, seeks the permission of
the United States Bankruptcy Court for the Southern District of
Texas to retain Chanin Capital Partners L.L.C., as its
financial advisor, nunc pro tunc to Feb. 2, 2007.

The Creditors Committee has selected Chanin Capital to serve as
its advisor because of the firm's extensive expertise and
knowledge in financial restructurings and business
reorganizations.

As the Creditors Committee's financial advisor, Chanin Capital
will:

   (a) review and analyze the Debtors' financial and operating
       statements;

   (b) evaluate the Debtors' assets and liabilities;

   (c) review and analyze the Debtors' business and financial
       projections;

   (d) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (e) assist in the determination of an appropriate capital
       structure for the Debtors;

   (f) determine a theoretical range of values for the Debtors on
       a going concern basis;

   (g) evaluate the sales process for certain assets of the
       Debtors as a going concern;

   (h) advise the Committee on tactics and strategies for
       negotiating with the Debtors and other purported
       stakeholders;

   (i) render financial advice to the Committee and participate
       in meetings or negotiations with the Debtors and other
       purported stakeholders in connection with any         
       restructuring, modification or refinancing of the Debtors'
       existing debt obligations;

   (j) advise the Committee on the timing, nature, and terms of
       new securities, other consideration or other inducements
       to be offered pursuant to the restructuring relating to
       the Chapter 11 cases; and

   (k) provide the Committee with other appropriate general
       restructuring advice.

Pursuant to an engagement letter, Chanin Capital will be paid a
fixed rate of $125,000 per month.  Chanin Capital's fee will be
deemed an administrative expense in the Debtors' bankruptcy
cases.

According to Sharon E. Duggan, the Creditors Committee's interim
chairperson, the Monthly Fees will be paid in advance on the
first day of each month, and will be due and payable for all
months from the inception of the engagement through the earlier
of:

   (i) the termination of Chanin's employment;

  (ii) the effective date of a confirmed plan of reorganization;

(iii) the closing of a sale of all or substantially all of the
       Debtors' assets;

  (iv) the date of entry of orders converting the Chapter 11
       cases to Chapter 7 cases; or

   (v) the date of entry of orders dismissing the Chapter 11
       cases.

Ms. Dugan adds that Chanin Capital will be entitled to monthly
reimbursement of reasonable out-of-pocket expenses incurred in
connection with the services to be provided for the Committee.

Peter R. Corbell, managing director of Chanin Capital, assures
the Court that his firm does not hold or represent any entity
having interests adverse to the Debtors or their bankruptcy
cases.

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in      
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 9, http://bankrupt.com/newsstand/or      
215/945-7000).


PEOPLE'S CHOICE: Files for Chapter 11 Protection in California
--------------------------------------------------------------
People's Choice Home Loan, Inc., and two of its affiliates filed
voluntary petitions for relief under chapter 11 of the Bankruptcy
Code with the U.S. Bankruptcy Court for the Central District of
California yesterday.

The company says that the filing was due to a combination of
warehouse line liquidity, repurchase requests, and reduced pricing
for nonprime loans in the secondary market.  The company intends
to utilize chapter 11 to explore financial and strategic
alternatives with respect to its strong core assets.

People's Choice Home Loan, Inc. -- http://www.pchli.com/-- is a  
mortgage banking company providing wholesale and retail mortgages
through the Internet and other distribution channels in the US.


PEOPLE'S CHOICE: Case Summary & 42 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: People's Choice Financial Corp.
             7515 Irvine Center Drive
             Irvine, CA 92618
             Tel: (949)-341-2010

Bankruptcy Case No.: 07-10772

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      People's Choice Home Loan, Inc.          07-10765
      People's Choice Funding, Inc.            07-10767

Type of Business: The Debtor is a residential mortgage banking
                  company, through its subsidiaries,
                  originates, sells, securitizes and services
                  primarily single-family, non-prime, residential
                  mortgage loans.  See http://www.pchl.com/

Chapter 11 Petition Date: March 20, 2007

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtors' Counsel: J. Rudy Freeman, Esq.
                  Pachulski Stang Ziehl Young
                  Jones & Weintraub LLP
                  10100 Santa Monica Boulevard, 11th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Debtors' financial condition as of March 31, 2006:

      Total Assets: $4,711,747,000

      Total Debts:  $4,368,966,000

A. People's Choice Financial Corp.'s 11 Largest Unsecured    
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wachovia Bank, N.A.              warehouse lender       unknown
301 South College Street
Charlotte, NC 28288-0610
c/o Justin Zakocs
Tel: (704) 715-8184
Fax: (704) 383-7184

Residential Funding Corp.        warehouse lender       unknown
1646 North California
Boulevard, Suite 400
Walnut Creek, CA 94596
c/o Mitchell Nomura, Director
Fax: (925) 935-6424

Credit Suisse                    warehouse lender       unknown
302 Carnegie Center, 2nd Floor
Princeton, NJ 08540
c/o Gary Timmerman
Tel: (609) 627-5026
Fax: (609) 627-5080

IXIS Real Estate Capital, Inc.   warehouse lender       unknown
9 West 57th Street
New York, NY 10019
c/o Ray Sullivan

Bear Stearns Mortgage Capital    warehouse lender       unknown
Corp.
383 Madison Avenue
New York, NY 10179
c/o Eileen Albus
Tel: (212) 272-7502
Fax: (212) 272-2053

Concord Minutemen Capital        warehouse lender       unknown
Co., L.L.C.
c/o Washington Mutual Bank
Mortgage Banker Finance
620 West Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
c/o Joseph Meehan
Fax: (610) 828-9657

NEC Unified Solutions, Inc.      trade vendor           $42,879

Intex Solutions, Inc.            trade vendor           $17,500

KPMG, L.L.P.                     trade vendor           $14,125

Proventure Consulting, Inc.      trade vendor           $11,610

Kronos                           trade vendor           $10,790

B. People's Choice Home Loan, Inc.'s 25 Largest Unsecured    
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wachovia Bank, N.A.              warehouse lender       unknown
301 South College Street
Charlotte, NC 28288-0610
c/o Justin Zakocs
Tel: (704) 715-8184
Fax: (704) 383-7184

Residential Funding Corp.        warehouse lender       unknown
1646 North California
Boulevard, Suite 400
Walnut Creek, CA 94596
c/o Mitchell Nomura, Director
Fax: (925) 935-6424

Credit Suisse                    warehouse lender       unknown
302 Carnegie Center, 2nd Floor
Princeton, NJ 08540
c/o Gary Timmerman
Tel: (609) 627-5026
Fax: (609) 627-5080

IXIS Real Estate Capital, Inc.   warehouse lender       unknown
9 West 57th Street
New York, NY 10019
c/o Ray Sullivan

Bear Stearns Mortgage Capital    warehouse lender       unknown
Corp.
383 Madison Avenue
New York, NY 10179
c/o Eileen Albus
Tel: (212) 272-7502
Fax: (212) 272-2053

Concord Minutemen Capital        warehouse lender       unknown
Co., L.L.C.
c/o Washington Mutual Bank
Mortgage Banker Finance
620 West Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
c/o Joseph Meehan
Fax: (610) 828-9657

Troy Gibbens                     warehouse lender/  $17,426,013
GMAX-RFC                         EPD claimants
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437
Tel: (952) 857-7044
Fax: (952) 838-4623
c/o Michael Bugbee
Managing Director
GMAC-RFC
1646 North Carolina Boulevard
Suite 400
Walnut Creek, CA 94596
Tel: (952) 988-2339
Fax: (952) 935-6503

E.M.C. Mortgage Corporation      warehouse lender/  $15,289,443
2780 Lake Vista Drive            EPD claimants
Lewisville, TX 75067
c/o Stephen Golden
Tel: (214) 626-4224
Fax: (940) 300-1697

Merrill Lynch Mortgage           warehouse lender/  $14,600,020
Lending Inc.                     EPD claimants
4 World Financial Center
New York, NY 10080
Attention: Diane Alexander
c/o John P. O'Grady
Director, Whole Loan Trading
Merrill Lynch
4 World Financial Center
New York, NY 10080
Tel: (212) 449-1441
Fax: (212) 738-1110

Washington Mutual Legal          warehouse lender/  $14,237,468
Department                       EPD claimants
1201 Third Avenue, WMT 1706
Seattle, WA 98101
Attention: W.M.M.S.C.
Tel: (206) 461-8870
Fax: (206) 461-5739
Mobile: (917) 509-6367
c/o George Davie
Mortgage Trading Washington
Mutual
623 Fifth Avenue 17th floor
New York, NY 10022
Tel:(212) 702-6908
Fax:(212) 317-6396

D.B. Structured Products, Inc.   warehouse lender/  $11,302,815
60 Wall Street                   EPD claimants
New York, NY 10005
c/o Michael Commaroto
Managing Director
Tel: (212) 250-3114
Fax: (212) 797-2031
Mobile: (917) 509-6367

Saxon Mortgage, Inc.             warehouse lender/  $11,019,793
4840 Cox Road                    EPD claimants
Glen Allen, VA 23060
Attention: Senior Vice
President-Capital Markets

Chris Schoen                     warehouse lender/  $10,719,902
Managing Director                EPD claimants
Credit Suisse First Boston,
L.L.C.
D.L.J. Mortgage Capital, Inc.
Eleven Madison Avenue
New York, NY 10010
Tel: (212) 538-8373
Fax: (212) 743-4614
c/o Patrick Dodman
Director
Credit Suisse First Boston,
L.L.C.
D.L.J. Mortgage Capital, Inc.
Eleven Madison Avenue
New York, NY 10010
Tel: (212) 538-8373
Fax: (212) 743-4614
Mobile: (917) 902-6527

U.B.S. Real Estate Securities,   warehouse lender/   $4,424,775
Inc.                             EPD claimants
1285 Avenue of the Americas
New York, NY 10019
c/o Glenn McIntyre
Tel: (212) 713-3180
Fax: (212) 713-2080

I Direct Marketing, Inc.         trade vendor          $552,235
9880 Research Drive,
Suite 100
Irvine, CA 92618
c/o I Direct Marketing, Inc.
7700 Irvine Center Drive,
Suite 240
Irvine, CA 92618

Glorious Sun Robert Martin,      landlord              $330,095
L.L.C.
c/o Mack Cali Realty
Corp100 Clearbrook Road
Elmsford, NY 10523

Alexander Properties Company     landlord              $277,944
One Annabel Lane
Suite 201
San Ramon, CA 94583

The Realty Associates Fund V,    landlord              $237,651
L.P.
c/p T.A. Associates Fund
28 State Street
Boston, MA 02109

Option One Mortgage Corp.        landlord              $219,422
Attention: Director of Real
Estate & Leasing
6501 Irvine Center Drive
Irvine, CA 92618

Oakland Commons Aquisitions,     landlord              $208,252
L.L.C.
28400 Northwestern Highway
Fourth Floor
Southfield, MI 48034

W.P.C. Management                landlord              $204,914
7833 Walker Drive, Suite 510
Greebelt, MD 20770

L.S.I. Tax Services              trade vendor          $164,990
3100 New York Drive
Suite 100
Pasadena, CA 91107

Emortgage Logic                  trade vendor          $150,320
P.O. Box 650444 Department 103
Dallas, TX 75265-0103

Wood Gutmann & Borgart Ins       trade vendor          $143,001
15901 Red Hill Avenue
Suite 100
Tustin, CA 92780

Option One Mortage Corp.         trade vendor          $141,905
6501 Irvine Center Drive
Irvine, CA 92618

C. People's Choice Funding, Inc.'s Six Largest Unsecured    
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wachovia Bank, N.A.              warehouse lender       unknown
301 South College Street
Charlotte, NC 28288-0610
c/o Justin Zakocs
Tel: (704) 715-8184
Fax: (704) 383-7184

Residential Funding Corp.        warehouse lender       unknown
1646 North California
Boulevard, Suite 400
Walnut Creek, CA 94596
c/o Mitchell Nomura, Director
Fax: (925) 935-6424

Credit Suisse                    warehouse lender       unknown
302 Carnegie Center, 2nd Floor
Princeton, NJ 08540
c/o Gary Timmerman
Tel: (609) 627-5026
Fax: (609) 627-5080

IXIS Real Estate Capital, Inc.   warehouse lender       unknown
9 West 57th Street
New York, NY 10019
c/o Ray Sullivan

Bear Stearns Mortgage Capital    warehouse lender       unknown
Corp.
383 Madison Avenue
New York, NY 10179
c/o Eileen Albus
Tel: (212) 272-7502
Fax: (212) 272-2053

Concord Minutemen Capital        warehouse lender       unknown
Co., L.L.C.
c/o Washington Mutual Bank
Mortgage Banker Finance
620 West Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
c/o Joseph Meehan
Fax: (610) 828-9657


QUANTA SERVICES: Moody's Eyes Upgrade on Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has placed the corporate family rating
of Quanta Services, Inc. on review for possible upgrade to reflect
Quanta's disclosure that it intends to acquire InfraSource
Services in an all stock transaction valued at approximately
$1.26 billion.  The transaction is expected to close in the third
quarter of 2007.

This rating for Quanta has been placed on review:

   -- Corporate Family Rating, rated B1.

The review is prompted by the company's report that it will be
using stock to finance its acquisition and by the expectation that
it's post acquisition leverage will therefore remain low for the
rating category.  Additionally, Moody's believes that the company
is well positioned to enjoy strong customer demand given continued
growth in infrastructure investment by its customers.

The review for possible upgrade will focus on Quanta's ability to
successfully integrate InfraSource Services, its competitive
position, potential synergies, and projected post acquisition
balance sheet, and cash flow generating ability.  Moody's will
also consider future strategic initiatives including the
possibility for additional acquisitions or other growth
initiatives.

The combined company's expanded geographic footprint extends the
U.S. and into Canada.  Both companies offer infrastructure
services to electric, natural gas, and telecom/cable providers.

The surviving company will have combined revenue of $3.1 billion
and adjusted EBITDA of $272 million for the Dec. 31, 2006, year
end.  Total combined debt is currently approximately $500 million.
The combined company will have over 16,000 employees and will
strive to take advantage of increased capital investment in
utility and telecom infrastructure.

Quanta Services, Inc., headquartered in Houston, Texas, currently
has annual revenues totaling approximately $2.1 billion while
InfraSource Services, headquartered Aston, Pennsylvania, has total
annual revenues of just under $1.0 billion.  The resulting company
is to retain the name Quanta Services, Inc. and be headquartered
in Houston, Texas.


RAVELSTON CORP: Conrad Black Trial Starts
-----------------------------------------
The trial of the 62-year-old Canadian-born millionaire Conrad M.
Black has started this week, with the U.S. District Judge Amy St.
Eve presiding in Illinois, various new agencies report.  

He is accused of 17 counts of fraud, money-laundering, tax
evasion, obstruction of justice and racketeering, which could
result up to 101 years in jail, $164 million in fines, and
$92 million in possible forfeitures.  Mr. Black pleaded not
guilty.

According to reports, his co-accused are:

   -- former Hollinger Chief Financial Officer Jack Boultbee, 63,
      of Vancouver;

   -- former Hollinger General Counsel Peter Y. Atkinson, 59, of
      Toronto; and

   -- former Hollinger Corporate Secretary Mark Kipnis, 60.

                    BetUS.com Posts Online Odds
                      On Conrad Black's Trial

Because of rising speculation in the U.S. and Canada, BetUS.com,
an online sportsbook, says it has posted odds regarding the
outcome of Mr. Black's trial.

"This is going to be quite a trial and all eyes will be on the
final outcome," BetUS.com Spokesperson Reed Richards said.  "Some
people just cannot keep their hand out of the cookie jar, and
[Mr.] Black happened to have a big jar in front of him.  We will
soon know if he ate out of it or not."

BetUS.com posted the following odds on the Conrad Black trial:

   * What will be the outcome of Conrad Black's trial?

     -- He will be found guilty on all charges - 2/1
     -- He will be found guilty on some charges - 1/3
     -- He will be found not guilty on all charges - 10/1
     -- Mistrial will be declared - 20/1
     -- Other outcome - 30/1

   * Will Conrad Black be sentenced to jail time if found guilty
     of any charge?

     -- Yes - 1/50
     -- No - 25/1

   * If Conrad Black is sentenced to jail time, how long will it
     be?

     -- Over 5 Years - 5/6
     -- Under 5 Years - 5/6

     == Note prop refers to jail time sentenced not served

   * How Much Money will Conrad Black be ordered to pay if
     convicted of any wrong doings?

     -- Over 2 million - 5/6
     -- Under 2 million - 5/6

     == Note Forfeitures do not count

   * If forced to serve jail time, will Conrad Black serve his
     sentence (even in part) in Canada?

     -- Yes - 3/1
     -- No - 1/5

   * Will Conrad Black regain his Canadian nationality before
     Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be divorced before Dec. 31, 2008?

     -- Yes - 5/1
     -- No - 1/10

   * Will Conrad Black be stripped of his Lord title before
     Dec. 31, 2009?

     -- Yes - 50/1

                         Ravelston's Plea

As reported in the Troubled Company Reporter on March 12, 2007,
Ravelston Corp. has pleaded guilty in a Chicago federal court to
fraud and agreed to pay a $7 million fine in connection with the
diversion of funds from Hollinger Inc., Bloomberg News Columnist
Bill Rochelle reported.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

According to the report, an indictment handed down in 2005 charged
that the Toronto-based newspaper publisher and four company
officers, including Conrad Black, diverted $84 million from
Hollinger Inc.

Mr. Black unsuccessfully fought in the Canadian courts to block
Ravelston from pleading guilty.  Mr. Black controlled Ravelston,
which in turn controlled 78% of Hollinger, Mr. Rochelle relates.

Mr. Black, the source said, resigned in 2003 from his positions at
Hollinger after claims that he and other executives shared
$32 million in payments that weren't approved by the board of
directors or its compensation committee and not fully disclosed in
financial statements.

As reported in the Troubled Company Reporter on Jan. 30, 2007, the
Ontario Superior Court of Justice commenced a hearing into a
motion brought by RSM Richter on Jan. 25, 2007, seeking, among
other things, approval of a plea agreement negotiated with the
U.S. Attorney's office in respect of indictments laid in the
United States against Ravelston.  The motion was supported by
Hollinger and Sun-Times and was opposed by Conrad Black Capital
Corporation, Peter G. White and Peter G. White Management Limited.

On Jan. 22, 2007, Hollinger and its wholly owned subsidiary
Domgroup Ltd. served a motion in the insolvency proceedings
regarding Ravelston and its debtor-affiliates.  In the motion,
Hollinger and Domgroup sought an order confirming the secured
obligations owed by Ravelston to the company and Domgroup and
declaring that the applicable security agreements are valid,
perfected and enforceable in accordance with their terms.  
Sun-Times Media Group, Inc., advised that it intended to bring a
motion to stay the motion.  In the motion, Hollinger and Domgroup
claim that the secured obligations owing by Ravelston total more
than $25 million.

                          About BetUS.com

BetUS.com -- http://www.BetUS.com/is an online sports betting and  
sports wagering entertainment Web site, providing a safe and
secure place for online gambling for over 10 years.  Licensed and
bonded in two recognized gaming jurisdictions, Canada and Costa
Rica, BetUS.com employs over 500 people and offers service to more
than 100,000 clients.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately    
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

                          About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital Corporation,
indirectly owns 65.1% of Ravelston.  Mr. Radler, through F.D.
Radler, Limited, indirectly owns 14.2% of Ravelston.  Mr. Black is
the Chairman and CEO of Ravelston while Mr. Radler is the
President.


RCN CORP: Moody's Places Ratings on Review for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed RCN's B1 Probability of Default
Rating under review for possible downgrade along with RCN's other
ratings which were placed under review on March 16, 2007.

On March 16, 2007, Moody's said RCN's ratings were placed under
review for downgrade following the company's report 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 and B1
probability of default rating have 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
its Loss Given Default methodology.

On Review for Possible Downgrade:

   * RCN Corporation

      -- Corporate Family Rating, Placed on Review for Possible
         Downgrade, currently B1

      -- Probability of Default Rating, Placed on Review for
         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: Court Extends Removal Period Until May 11
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends until May 11, 2007, the period within which Refco, Inc.,
and its debtor-affiliates may file notices of removal with respect
to pending actions under Rule 9027(a)(2) of the Federal Rules of
Bankruptcy Procedure.

RJM, LLC, the duly appointed administrator of Refco, Inc.'s
Chapter 11 case, and Marc S. Kirschner, the duly appointed
administrator and Chapter 11 Trustee of Refco Capital Markets,
Ltd.'s estate, requested the motion.

The Plan Administrators assumed the rights, powers, and duties of
the Reorganized Debtors and RCM upon the Plan Effective Date.

As reported in the Troubled Company Reporter on March 14, 2007,
the Debtors were plaintiffs in 37 actions and proceedings in a
variety of state and federal courts throughout the country.

Since the Debtors have continued to focus primarily on winding
down their businesses, administering claims and implementing the
Plan, the Debtors have not reviewed all the Actions to determine
whether any of them should be removed.

Extension of the Removal Period will afford the Debtors a
sufficient opportunity to assess whether the Actions can and
should be removed, hence, protecting the Debtors' valuable right
to adjudicate lawsuits under Section 1452 of the Judiciary and
Judicial Procedure Code.

                          About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007. (Refco Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


RESI FINANCE: Fitch May Put Low-B Ratings on $70.4 Million Notes
----------------------------------------------------------------
Fitch expects to assign these ratings to the notes issued by Real
Estate Synthetic Investment Finance Limited Partnership 2007-B and
RESI Finance DE Corporation 2007-B:

    -- $13,634,944,291 class A risk band 'AAA';

    -- $232,414,000 class B1 risk band 'AA';

    -- $25,354,000 class B2 risk band 'AA-';

    -- $9,859,000 class B3 floating-rate notes, due February 2039
       'A+';

    -- $14,085,000 class B4 floating-rate notes, due February 2039
       'A+';

    -- $14,085,000 class B5 floating-rate notes, due February 2039
       'A';

    -- $28,171,000 class B6 floating-rate notes, due February 2039
       'A-';

    -- $28,171,000 class B7 floating-rate notes, due February 2039
       'BBB+';

    -- $14,085,000 class B8 floating-rate notes, due February 2039
       'BBB';

    -- $21,128,000 class B9 floating-rate notes, due February 2039
       'BB+';

    -- $14,085,000 class B10 floating-rate notes, due February
       2039 'BB';

    -- $14,085,000 class B11 floating-rate notes, due February
       2039 'B+';

    -- $21,128,000 class B12 floating-rate notes, due February
       2039 'B-'.


RUSSEL METALS: Earns $158.7 Million in Year Ended December 31
-------------------------------------------------------------
Russel Metals Inc. reported net earnings of $158.7 million on
revenues of $2.692 billion for the year ended Dec. 31, 2006,
compared with net earnings of $124.5 million on revenues of
$2.614 billion for the year ended Dec. 31, 2005.  Net earnings for
the 2006 fourth quarter were $30.6 million on revenues of
$593.2 million, compared with net earnings of $41.8 million on
revenues of $646.7 million for the fourth quarter of 2005.  
Revenues

The energy tubular products segment produced the strongest fourth
quarter operating income ever but this was down from the third
quarter, which is traditionally the weaker quarter.  This reflects
the inconsistency in the oil and gas industry where drilling
activity levels had reached all time highs but may have plateaued
in the fourth quarter.  

The fourth quarter decline in operating income in the metals
service center segment reflects the impact of lower steel prices
and lower demand levels in the quarter.  North American service
centers addressed an industry-wide inventory overhang going into
the fourth quarter and cut back their steel purchases to levels
below end user demand.  This adversely impacted the steel mills
and consequently steel prices from the mills dropped in the
quarter.  The service center industry purchases from the mills are
expected to improve during the first quarter, but the company
expects service centers to continue reducing inventory levels
during the first half of 2007.  The company reduced its metals
service centers inventory by $36 million in the fourth quarter
while at the same time experiencing lower end user demand.  The
strong demand in the company's Canadian metals service centers
experienced in the first half of 2006 weakened in the fourth
quarter and resulted in lower fourth quarter revenues compared to
the same period last year.

Revenue for the steel distributors segment in the fourth quarter
was adversely impacted as service center customers reduced their
purchases to correct inventory levels and delayed delivery of the
company's inventory.  These goods will be shipped within the first
quarter of 2007.

Bud Siegel, president and chief executive officer, stated,
"Overall we don't want to lose sight of the fact that our 2006
annual earnings were our second strongest ever.  Fourth quarter
earnings reflected lower revenue levels but I was pleased to see
our margins remain strong and our EBIT to sales ratio remained at
a historical high level in a challenging quarter.

"Our inventory levels are higher than required to support the
current market conditions.  As previously mentioned, the metals
service center segment successfully decreased inventory by
$36 million in the fourth quarter, however the inventory in our
other operating segments increased in the quarter.  We are
actively working to improve our inventory turns in all segments in
the first half of 2007.

The free cash flow generated in 2006 was $159 million.  Our
already strong dividend was increased 60% to $1.60 per share in
2006, the fourth straight year of increased dividend returns to
our shareholders.  The balance sheet is currently under leveraged
and we continue to evaluate internal and external growth
opportunities.  We believe that an opportunity to significantly
add value for our shareholders through an acquisition, or
acquisitions, will occur in due course.  We have the financial
strength in our balance sheet to execute any transaction that may
occur in the sector."

Bud Siegel continued, "We remain focused on rewarding our
shareholders.  Our common shares are one of the top yielding
securities in the S&P/TSX Composite Index, yielding approximately
6%.  The strong 2006 earnings coupled with the financial strength
of our balance sheet will enable the company to selectively
participate in the industry consolidation currently underway.
Overall, I am pleased with the company's 2006 achievements."

                        About Russel Metals

Russel Metals Inc. (TORONTO: RUS.TO) (Other OTC: RUSMF.PK) --
http://www.russlemetals.com/-- is one of the largest metals  
distribution companies in North America.  It carries on business
in three distribution segments: metals service centers, energy
tubular products and steel distributors, under various names
including Russel Metals, A.J. Forsyth, Acier Leroux, Acier
Loubier, Acier Richler, Arrow Steel Processors, B&T Steel, Baldwin
International, Comco Pipe and Supply, Fedmet Tubulars, Leroux
Steel, McCabe Steel, Megantic Metal, Metaux Russel, Milspec
Industries, Pioneer Pipe, Russel Metals Williams Bahcall, Spartan
Steel Products, Sunbelt Group, Triumph Tubular & Supply, Wirth
Steel and York-Ennis.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Russel Metals Inc. and its Ba2 rating on the company's
$175 million issue of 6.375% senior unsecured global notes.


SHAW GROUP: Lenders Extend Waiver Under Amended Credit Agreement
----------------------------------------------------------------
The Shaw Group Inc., entered into a Waiver dated March 19, 2007,
with respect to that certain Credit Agreement dated April 25,
2005, with:

     * BNP Paribas, as administrative agent;

     * BNP Paribas Securities Corp., as joint lead arranger and
       sole bookrunner;

     * Bank of Montreal, as joint lead arranger;

     * Credit Suisse First Boston, acting through its Cayman
       Islands branch, as co-syndication agent;

     * UBS Securities LLC, as co-syndication agent;

     * Regions Bank as co-documentation agent, Merrill Lynch
       Pierce, Fenner & Smith, Incorporated, as co-documentation
       agent.

Due to the significance of The Shaw Group Inc.'s 20% investment in
Toshiba Corp.-led purchase of Westinghouse Electrical Company by
Shaw subsidiary Nuclear Energy Holdings LLC to its financial
statements, Shaw was required to file a Current Report on Form 8-K
with the Securities and Exchange Commission, including the audited
financial statements of Westinghouse for the fiscal years ended
March 31, 2006 and 2005, by Jan. 3, 2007.  However, As a
subsidiary of BNFL, Westinghouse maintained its accounting records
under UK generally accepted accounting principles.  Further, it
did not obtain a separate audit of Westinghouse results for the
periods as required by Form 8-K.  These factors caused delays in
obtaining the information and reports needed to timely file with
the SEC.  Due to delays in receiving the required Westinghouse
audited financial statements, Shaw has been unable to meet the
requirement to file the Westinghouse financial statements.

Shaw had previously obtained a waiver from this filing requirement
under its Amended Credit Agreement, which was effective through
March 19, 2007.

Shaw expects to complete the filing of necessary audited financial
statements of Westinghouse within the next 30 days; however,
because of the complexity of the filing and the multiple parties
involved, Shaw has requested and been granted a second waiver
period up to 90 days, which is expected to allow for any
unforeseen circumstances.  The second waiver is effective
March 19, 2007.

A full-text copy of the Second Waiver is available for free at:

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

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the  
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                        *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SHAW GROUP: Appoints KPMG LLP as New Independent Auditors
---------------------------------------------------------
The Board of Directors of The Shaw Group Inc. has appointed KPMG
LLP as Shaw's new independent auditors.  KPMG LLP replaces Ernst &
Young LLP, which is expected to conclude its work effective with
the filing of Shaw's Form 10-Q for the period ending Feb. 28,
2007.  Effective immediately, KPMG LLP will begin a transition to
develop an understanding of the business operations of Shaw and
accounting matters as it relates to the fiscal year 2007.

"Shaw management, the Audit Committee and our Board are pleased
with the result of a thorough auditor evaluation and selection
process," Robert L. Belk, Executive Vice President and Chief
Financial Officer, said.  "We were impressed with KPMG's expertise
and their commitment to a high level of client service. We look
forward to working with them."

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR) -
- http://www.shawgrp.com/-- provides services to the  
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                        *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SMARTIRE SYSTEMS: Jan. 31 Balance Sheet Upside-Down by $12.3 Mil.
-----------------------------------------------------------------
Smartire Systems Inc. reported a net loss of $5.3 million on
revenues of $946,665 for the second quarter ended Jan. 31, 2007,
compared with a net loss of $3.9 million on revenues of $839,615
for the same period a year ago.

The increase in revenues was primarily contributed by increases in
sales of tire pressure monitoring systems to OEMs for new
passenger cars and increases in sales of TPMSs to the recreational
vehicle aftermarket.

Overall gross margin increased to 31% from 24% a year ago.  The
increase occurred as the product mix of TPMSs sold in the three
months ended Jan. 31, 2007, had higher gross margins than the
product mix of TPMSs sold in the three months ended Jan. 31, 2006.

The increase in net loss is primarily due to the $445,083 increase
in engineering, research and development expenses; and the
$182,081 increase in general and administrative expenses.  These
increases were partly offset by a $200,344 decrease in
depreciation and amortization expenses.

Also contributing to the increase in net loss was the increase in
other expenses, particularly the $1.4 million increase in interest
and financing expense.

In addition, a foreign exchange loss of $216,327 was incurred for
the three months ended Jan. 31, 2007, as compared to a foreign
exchange loss of $73,376 for the three months ended Jan. 31, 2006.

At Jan. 31, 2007, the company's balance sheet showed $5.3 million
in total assets, and $17.6 million in total liabilities, resulting
in a $12.3 million total stockholders' deficit.

The company's balance sheet at Jan. 31, 2007, also showed strained
liquidity with $3.2 million in total current assets available to
pay $4.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2007, are available for
free at http://researcharchives.com/t/s?1bb4

                           About SmarTire

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/--develops   
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.


STERLING CHEMICALS: Plans to Launch Offering for Senior Notes
-------------------------------------------------------------
Sterling Chemicals Inc. intends to commence an offering of
$125 million in the aggregate principal amount of a new issue of
senior secured notes due 2015.  Net proceeds from the offering
will be used to repurchase or redeem Sterling's existing senior
secured notes due 2007, pay for general corporate purposes and
pay related fees and expenses.

The company said that the offering of the notes, which is
subject to market and other conditions, will be made to qualified
institutional buyers as defined in Rule 144A under the Securities
Act of 1933, as amended, in offshore transactions to non-U.S.
investors under Regulation S of the Securities Act and to a
limited number of institutional accredited investors within the
meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act.

                    About Sterling Chemicals

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtors in their restructuring
effort.


STERLING CHEMICALS: Moody's Rates Proposed $125 Mil. Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Sterling
Chemicals, Inc. and certain notes.  The notes are being issued as
a means to refinance a $100.6 million debt maturity due in
December of 2007.  The $125 million notes are expected to be
secured by a first lien against all the property plant and
equipment of Sterling.

However, Moody's notes that there is the potential for modest
carve outs of this security package going forward and we will
review the security carve outs and their impact on credit support
at such time.  An SGL-3 was also assigned indicating the prospect
of adequate liquidity over the next 12 months.

The rating outlook is stable.

Moody's assigned these ratings:

   * Sterling Chemicals, Inc.

      -- Corporate family rating, B2
      -- Probability of default rating, B2
      -- $125 million notes due 2015, B2, LGD4, 51%
      -- Speculative Liquidity rating of SGL-3

The ratings are subject to the review of executed documents.

The B2 corporate family rating assigned to Sterling is constrained
by weak historical and expected projected credit metrics.  

At Dec. 31, 2007, debt to EBITDA was about 6.0x and EBITDA to
Interest was about 1.8x.  Moody's expects pro forma free cash flow
to debt to be negative at the end of 2007.  Moody's projects these
credit metrics to remain weak in 2008 although free cash flow is
projected to be positive and approach the high single digits.

Other factors constraining the ratings include:

   * the single site at which Sterling's operation are located on
     Galveston Bay which provides limited operational diversity,

   * the high percentage of Sterling's revenues, about 79% from
     its styrene business which is producing limited cash flow,

   * small percentage of the revenue base that is profitable which
     is limited to two remaining businesses acetic acid and
     plasticizers,
   
   * high degree of customer concentration with profitable cash
     flow being generated by sales primarily to BP and BASF,

   * the need since exiting bankruptcy in 2002 to continue to take
     material impairment of assets totaling $198 million in the
     last three years, and

   * net losses over the last three years from continuing
     operations totaling $163 million.

The key factors supporting the B2 corporate family rating are the
company's strong relationships with two large highly rated
customers that provide a contracted stability to revenues, margins
and to a lesser extent a portion of ongoing capital expenditures.
Investor's will also benefit from the full financial disclosure
provided by an issuer with SEC filings.  

In addition, the ratings are aided, to a degree, by the prospect
of unrealized value offered by underutilized assets and land
available for potential industrial development at Sterling's
Galveston site.  The stable ratings outlook anticipates modest
overall revenue growth and operating margin improvement driven
primarily by some capacity expansion and the benefits of cost
rationalization.

Using Moody's LGD methodology there is no notching differential
between the notes and the corporate family rating given that
virtually all of the debt is secured and there is limited debt
under the senior secured debt providing any cushion.

Headquartered in Houston Texas, Sterling is a leading North
American producer of selected petrochemicals used to manufacture a
wide array of consumer goods and industrial products throughout
the world.  The company's primary products are acetic acid,
styrene and plasticizers.  Revenues for the year ended
Dec. 30, 2006, were $668 million.


STRUCTURED ASSET: Moody's Rates Class B2 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust 2007-BC2 and ratings ranging from Aa1 to Ba2
to the subordinate certificates in the deal.

The securitization is backed by EquiFirst , Lehman Brothers Bank,
FSB, Fieldstone Mortgage Company, and First Street Financial, Inc.
originated, adjustable-rate and fixed-rate, subprime residential
mortgage loans acquired by Lehman Brothers Holdings Inc.  The
ratings are based primarily on the credit quality of the loans and
on the protection against credit losses provided by subordination,
excess spread, overcollateralization, and interest-rate swap and
cap agreements.  Moody's expects collateral losses to range from
4.45% to 4.95%.

HomeEq Servicing, Wells Fargo Bank, N.A., and Aurora Loan Services
LLC will service the mortgage loans in the transaction and Aurora
will act as master servicer.  Moody's has assigned Aurora its
servicer quality rating of SQ1- as a master servicer of
residential mortgage loans.

These are the rating actions:

   * Structured Asset Securities Corporation Mortgage Loan Trust
     2007-BC2

   * Mortgage Pass-Through Certificates, Series 2007-BC2

                      Class A1, Assigned Aaa
                      Class A2, Assigned Aaa
                      Class A3, Assigned Aaa
                      Class A4, Assigned Aaa
                      Class A5, Assigned Aaa
                      Class M1, Assigned Aa1
                      Class M2, Assigned Aa2
                      Class M3, Assigned Aa3
                      Class M4, Assigned A1
                      Class M5, Assigned A2
                      Class M6, Assigned A3
                      Class M7, Assigned A3
                      Class M8, Assigned Baa1
                      Class M9, Assigned Baa2
                      Class B1, Assigned Ba1
                      Class B2, Assigned Ba2


TAKE-TWO: Evaluating Alternative Actions, Including Selling Itself
------------------------------------------------------------------
Take-Two Interactive Software Inc. is evaluating alternative
courses of actions, including a potential sale of the company, as
a shareholder group seeks to control its board, Lisa Baertlein of
Reuters reports.

The shareholder group, which owns 46% of shares, includes
OppenheimerFunds Inc., S.A.C. Capital Management, Tudor Investment
Corp., D.E. Shaw Valence Portfolios and ZelnickMedia Corp, Reuters
adds.

The company could draw interest from its rivals like France's
Ubisoft Entertainment SA and U.S.'s THQ Inc. and Electronic Arts
Inc., Reuters notes.

According to Reuters, the company has been battered by several
years of accounting woes, operational problems, a scandal over
hidden sexual content in its games, and a string of quarterly
losses.  It has also restated results due to both inflated revenue
and improper use of employee stock options, and grappled with
related regulatory and legal matter.

The company said in a statement that it has postponed its annual
meeting initially scheduled for March 23, 2007, to March 29, 2007.

The meeting will be held at a time and location to be designated
in a revised notice of meeting, to be issued later.  The current
record date of Feb. 26, 2007, for the annual meeting remains
unchanged.

                About Take-Two Interactive Software

New York City-based, Take-Two Interactive Software Inc. (NASDAQ:
TTWO) -- http://www.take2games.com/-- publishes, develops, and  
distributes interactive entertainment software, hardware, and
accessories worldwide.  It publishes interactive software games
for personal computers, video game consoles, and handheld
platforms.  The company's products include titles for hardware
platforms, computer entertainment system, video game and
entertainment system, and game console.  Third parties develop its
software titles.


TECHNICAL OLYMPIC: Posts Quarter and Full Year 2006 Net Losses
--------------------------------------------------------------
Technical Olympic USA, Inc. disclosed financial results for the
fourth quarter and year ended Dec. 31, 2006.

The company's fourth quarter 2006 results showed:

     -- Net loss of $243.8 million, which includes $97.9 million
        of non-cash, pre-tax, impairment related charges and a
        $275 million pre-tax loss contingency relating to the
        proposed settlement for the potential restructuring of
        the Transeastern JV.  The company had a net income of
        $75.9 million in the fourth quarter of 2005;

     -- Homebuilding revenue of $688.4 million, an increase from
        $649.5 million in 2005;

     -- Consolidated home deliveries of 1,995, a decrease from
        2005;

     -- Consolidated net sales orders of 1,110, a decrease from
        2005; and

     -- $33.8 million of cash flow from operations

Full year 2006 results showed:

     -- Net loss of $201.2 million, as compared with net income of
        $218.3 million in 2005;

     -- Homebuilding revenue of $2.57 billion, as compared with
        $2.46 billion in 2005;

     -- Consolidated home deliveries of 7,824, as compared with
        7,769 in 2005; and

     -- Stockholders' equity of $774.8 million.

Stockholder's equity at Dec. 31, 2006, was $774.9 million,
resulting from total assets of $2.84 billion and total liabilities
of $2.06 billion.  The company's stockholders' equity totaled
$971.3 million at Dec. 31, 2005.

Unrestricted and restricted cash and cash equivalents held by the
company as of Dec. 31, 2006, totaled $53.2 million, as compared
with $29.3 million as of Dec. 31, 2005.

                        Year 2007 Outlook

Due to the lack of visibility into the remainder of 2007,
including the timing of a recovery and the level of future asset
impairments and option deposit write-offs, the company is not
providing 2007 earnings guidance at this time.

"Despite our fourth quarter revenue growth over the record levels
of 2005, the effects of the rapidly deteriorating housing market
negatively impacted our net income," Antonio B. Mon, president and
chief executive officer of the company, said.

"Our focus for the remainder of the year is on working on our
operational initiatives of reducing inventory, limiting our
speculative building, focusing on pre-sale homes, generating cash
and improving our liquidity.  Taking these steps today will enable
TOUSA to focus on the right balance of growth and balance sheet
strength in the future," Mr. Mon, added.

                         Transeastern JV

The company acquired its 50 percent interest in the Transeastern
JV on Aug. 1, 2005, when the Transeastern JV acquired
substantially all of the homebuilding assets and operations of
Transeastern Properties, Inc., including work in process, finished
lots and certain land option rights.

The Transeastern joint venture paid about $826.2 million for these
assets and operations.  

The other member of the joint venture is an entity controlled by
the former majority owners of Transeastern Properties.  The
company continues to function as the managing member of the
Transeastern JV through the company's wholly owned subsidiary,
TOUSA Homes L.P.

As of Dec. 31, 2006, the Transeastern JV had about $625 million of
bank debt outstanding of which $400 million was senior debt.  For
its fiscal year end Nov. 30, 2006, the Transeastern JV recorded a
net loss of $468 million.  A significant portion of the
Transeastern JV loss can be attributed to $279.8 million in
inventory impairments and write-off of land deposits and
abandonment costs.

As of Dec. 31, 2006, the company wrote-off $145.1 million related
to its investment in the Transeastern JV and included the amount
in the write-off loss from joint ventures in its consolidated
statement of operations.
                   
                      About Technical Olympic

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE: TOA) -- http://www.tousa.com/-- builds and sells single-
family homes largely for the move-up homebuyer.  It also operates
captive mortgage origination and title insurance service
companies.  It is 67%-owned by Technical Olympic S.A.

At Dec. 31, 2006, the company controlled about 64,700 consolidated
home sites.  Of this amount, the company owned about 22,200 home
sites and had option contracts on about 42,500 home sites.

                           *     *     *

As reported in the Troubled Company Reporter on March 15, 2007,
Moody's Investors Service lowered the ratings of Technical Olympic
USA, Inc., including its corporate family rating to B2 from B1,
senior unsecured notes to B3 from B2, and senior sub debt to Caa1
from B3.  The ratings outlook is negative.


TRIAD HOSPITALS: Fitch Retains Negative Watch on Low-B Ratings
--------------------------------------------------------------
Fitch Ratings announced that Triad Hospitals, Inc.'s  ratings
remain on Rating Watch Negative.  The watch applies to these
ratings:

    -- Issuer Default Rating 'BB- ';
    -- Secured Bank Credit Facility 'BB+';
    -- Senior Unsecured Notes 'BB-';
    -- Senior Subordinated Notes 'B+'.

The action follows Community Health Systems Inc.'s announcement
that it intends to acquire Triad for approximately $5.1 billion.  
Community will also assume approximately $1.7 billion in existing
debt, for a total deal valued at $6.8 billion.  This is a
competing offer for Community's previously announced leveraged
buy-out offer of $6.4 billion, including debt.

As noted in the press release dated February 5, 2007, Fitch notes
that Triad's existing bank debt and subordinated notes have
financial covenants that would be breached by the transaction,
thus, the transaction would likely require refinancing of the
current capital structure.  The resulting post-acquisition
structure could result in a multiple notch downgrade.  The
ultimate rating category will be determined as more information
becomes available.


US CONCRETE: Reports $8 Million Net Loss in Year Ended Dec. 31
--------------------------------------------------------------
U.S. Concrete, Inc. incurred a net loss of $8.09 million on sales
of $789.52 million for the year ended Dec. 31, 2006, versus a net
income of $12.61 million on sales of $575.65 million for the year
ended Dec. 31, 2005.

The company incurred goodwill and other asset impairment totaling
$38.96 million in 2006, which lowered its income from operations
to $12.45 million in 2006, from $36.02 million in 2005.  The
impairment is associated with the company's Michigan operations.  
No such impairments were required in 2005.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $716.64 million and total liabilities of
$447.06 million, resulting to total stockholders' equity of
$269.57 million.  

In addition to cash and cash equivalents of $8.8 million at
Dec. 31, 2006 and cash from operations, the company's senior
secured revolving credit facility provides the company with a
significant source of liquidity.  At Dec. 31, 2006, the company
had $9.1 million outstanding under the revolving credit facility
and the amount of available credit was about $82.4 million, net of
outstanding letters of credit of $13.5 million.

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

                           Acquisitions

In November 2006, the company acquired a small ready-mixed
concrete and sand and gravel quarry operation in Breckenridge,
Texas.  The company paid $3 million in cash and effectively
assumed about $400,000 in interest-bearing debt.

In October 2006, the company acquired certain aggregates assets
located in New Jersey from Pinnacle Materials, Inc. for
$12.5 million in cash.  The assets consist of a granite quarry
with about 15.6 million tons of reserves and an estimated useful-
life of 20 years, and a natural sand pit with about 9.1 million
tons of reserves and an estimated 10-year life.

                        About U.S. Concrete

Headquartered in Houston, Texas, U.S. Concrete, Inc. (NASDAQ:
RMIX) -- http://www.us-concrete.com/-- provides ready-mixed  
concrete and related concrete products and services to the
construction industry in several major markets in the United
States.  The company has 106 fixed and seven portable ready-mixed
concrete plants, 10 pre-cast concrete plants, three concrete block
plants and three aggregates quarries.  During 2005, these
facilities produced about 6.6 million cubic yards of ready-mixed
concrete, 5.3 million eight-inch equivalent block units and
1.9 million tons of aggregates.

                          *     *     *

U.S. Concrete Inc.'s 8-3/8% Senior Subordinated Notes due 2014
carry Moody's Investors Service's B2 rating and Standard & Poors'
B- rating.


VISTEON CORP: Wants to Amend $1 Billion Secured Term Loan
---------------------------------------------------------
Visteon Corporation is seeking to amend its existing $1 billion
seven-year secured term loan that expires in June 2013 to add a
new tranche expiring December 2013 by up to $500 million.

Visteon previously stated it would consider further enhancing its
liquidity if market conditions were favorable.

J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. will
act as lead arrangers for this transaction; JPMorgan Chase Bank,
N.A. is the administrative agent.

Visteon anticipates completing the transaction in the second
quarter of 2007.  Completion of the transaction is subject to
final documentation and other conditions, and there is no
assurance regarding timing or successful completion of the
transaction.

                        About Visteon Corp.

Headquartered in Van Buren Township, Mich., Visteon Corp.
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  With corporate offices in
the Michigan, U.S.; Shanghai, China; and Kerpen, Germany; the
company has more than 170 facilities in 24 countries and employs
around 50,000 people.

Visteon's balance sheet at Dec. 31, 2006, showed total assets of
$6.93 billion and total liabilities of $7.12 billion, resulting in
a total shareholders' deficit of $188 million.  The company's
total shareholders' deficit as of Dec. 31, 2005, stood at
$48 million.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on auto supplier Visteon Corp.'s senior secured
bank facility, following the announcement that the company will
increase its term loan to $1 billion from $800 million.

The secured loan rating is 'B' and the recovery rating is '2',
indicating the expectation for substantial recovery of principal
in the event of a payment default.


WORLDGATE COMM: Marcum & Kliegman Raises Going Concern Doubt
------------------------------------------------------------
Marcum & Kliegman LLP, in Melville, New York, expressed
substantial doubt about WorldGate Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and accumulated deficit
of $247 million at Dec. 31, 2006.

WorldGate Communications Inc. reported a $17.6 million net loss on
$2.8 million of net revenues for the year ended Dec. 31, 2006,
compared with a $10.8 million net loss on $1.6 million of net
revenues for the year ended Dec. 31, 2005.

The increase in net revenues primarily reflects the initial
product revenues from the company's direct distribution of the Ojo
product subsequent to the termination of its exclusive
distribution agreement with its former distributor on
Feb. 17, 2006.  Revenues in 2005 reflect the product inventory
build up by the company's former distributor.

The cost of revenues, consisting of product and delivery costs
relating to the delivery of video phones, was $3.4 million and
$2 million respectively, for 2006 and 2005.  Included in these
costs for 2006 were inventory adjustments for obsolescence and
lower market valuations of $585,000.  In addition, reduced
inventory valuation, freight charges, product rework expenses,
reserves for warranty and other costs related to the product
further increased the cost of revenues by $234,000 in 2006.  

Engineering and development costs were $6.2 million in 2006,
compared with $5.7 million in 2005.  The increase of $511,000
reflects the company's increased engineering staff, and related
costs, for the further and continuing development of its video
phone product.

Sales and marketing expenses were $3.4 million in 2006, compared
with $3.8 million in 2005.  The decrease reflects primarily a
decrease of $1.1 million in television advertising, offset by
increases in staff and other advertising and related marketing and
promotional expenditures in 2006 associated with the company's
distribution and marketing support of its video phone product.

General and administrative expenses were $7 million in 2006,
compared with $5.5 million in 2005.  The increase of $1.5 million  
is primarily attributable to non cash charges of $827,000 from the
company's adoption of the fair value recognition provisions of
SFAS No. 123 (Revised 2004), "Share-Based Payment", using the
modified-prospective-transition method, an increase of $354,000 of
accrued penalties related to the private placement in August 2005,
and a $212,000 increase in rent expense in 2006 compared to 2005.

Interest expense of $194,000 in 2006 consisted primarily of
accrued interest on the convertible debentures issued on
Aug. 11, 2006, and Oct. 13, 2006.  Interest and other income
decreased from $718,000 in 2005 to $461,000 in 2006, primarily due
to lower average levels of invested funds during the twelve months
of 2006 compared to the same period in 2005.  

For the twelve months ended Dec. 31, 2006, the non cash change in
fair value of derivative warrants and conversion options was a
loss of $435,000.  For the twelve months ended Dec. 31, 2005, the
non cash change in fair value of derivative warrants and
conversion options was an income of $8.6 million.  These marked to
market adjustments are primarily a result of changes in the
company's common stock price at each reporting period related to
the company's June 24, 2004, private placement of its series A
convertible preferred stock and warrants and its Aug. 11, 2006,
private placement of secured convertible debentures and warrants.

For the twelve months ended Dec. 31, 2006, the amortization of
debt discount was $1.4 million, relating to the Aug. 11, 2006, and
Oct. 13, 2006, private placements of secured convertible
debentures.  This discount for the Aug. 11, 2006, convertible
debenture issuance was initially recorded as $4.4 million, and the
discount for the Oct. 13, 2006, convertible debenture issuance was
initially recorded as $4 million.  These discounts will be
amortized using the effective interest rate method over the three
year term of the convertible debentures.

At Dec. 31, 2006, the company's balance sheet showed $14.6 million
in total assets, $12.4 million in total liabilities, $141,000 in
redeemable preferred stock, and $2 million in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1bb3

                          About WorldGate

Trevose, Pennsylvania based WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,  
and distributes the Ojo line of personal video phones.  Ojo
personal video phones offer real-time, two-way video
communications with video messaging.  


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Country Club at District of Columbia Ranch,
            Scottsdale, Arizona
               Contact: http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia Launch
         Melbourne Hotel, Perth, Washington, Australia
            Contact: http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Toot Your Own Horn - This event is for members only.
         Pronto Cena, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Reception Co-Sponsored with IWIRC
         Hartford Club, Hartford, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA
            Contact: http://www.turnaround.org/

March 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia Launch
         Melbourne Hotel, Perth, Washington, Australia
            Contact: http://www.turnaround.org/

March 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Sydney, Australia
            Contact: http://www.turnaround.org/

March 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Evolving Role of the Turnaround Professional
         Kimmel Center, Philadelphia, Pennsylvania
            Contact: http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lunch Seminar
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lunch Seminar
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
         Rodney Page, Senior Partner of Blue Springs Partners
            Citrus Club, Orlando, Florida
               Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons
            Las Colinas, Dallas, Texas
               Contact: http://www.turnaround.org/

March 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Position" in the Strategic Marketing Context
         Norton White, Sydney, Australia
            Contact: http://www.turnaround.org/

March 28-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

March 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Rising to the (Counter) Top of the Market
         Solera, Minneapolis
            Contact: http://www.turnaround.org/

March 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      10th Annual April Fools' Networking Cocktail Reception
         University Club, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

March 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Zinifex/Pasminco - What a ride?
         Ferriers, Melbourne, Australia
            Contact: http://www.turnaround.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, Florida
            Contact: http://www.turnaround.org/

April 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Pal's Cabin, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/  

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, District of Columbia
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   BEARD AUDIO CONFERENCES
      Second Lien Financings and Intercreditor Agreements
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC 4th Spring Luncheon and Founders Awards
            Washington, District of Columbia
               Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
         Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   BEARD AUDIO CONFERENCES
      Real Estate Bankruptcy
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast with Association for Corporate Growth
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast: Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Tyson's Corner Marriott, Vienna, Virginia
            Contact: 215-657-5551 or http://www.turnaround.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/  

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Operational Turnaround Management
         Renaissance Hotel, Syracuse, New York
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Investigation
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Nuts & Bolts of Buying and Selling
         Distressed Companies
            University Club, Chicago, Illinois
               Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   BEARD AUDIO CONFERENCES
      Hospitals in Crisis: The Insolvency Crisis Plaguing    
         Hospitals Across the U.S.
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, Florida
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, Connecticut
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, Pennsylvania
            Contact: http://www.ali-aba.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Working Effectively with
         the Media to Create Publicity for Your Business
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, Missouri
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Equity Sponsor Panel Breakfast
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 1, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   Networking Organization of Women Visit King Tut Exhibit
      Franklin Institute, Philadelphia, Pennsylvania
         Contact: 215-657-5551 or www.turnaround.org

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Washington University, Arizona
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/
  
May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/
  
May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/  

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Handling Complex Chapter 11 Restructuring Issues
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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