TCR_Public/070323.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 23, 2007, Vol. 11, No. 70

                             Headlines

3DFX INTERACTIVE: Judge Efremsky Bars Media in Court Proceedings
AAMES MORTGAGE: Poor Performance Cues S&P's Junk Cert. Rating
ACCREDITED HOME: Citadel Purchases 4.5% Stake, FT Says
ADVOCACY & RESOURCES: Selling 52-Acre Property to XI Properties
AFFILIATED COMPUTER: Confirms Deason-Cerberus Purchase Proposal

AFFILIATED COMPUTER: Shareholders File Suit to Prevent Buyout
ALLIANCE IMAGING: Earns $5.1 Million in Quarter Ended December 31
ALLIED WASTE: S&P Assigns BB Rating to $3 Bil. Senior Facilities
ALLIS-CHALMERS: Earns $10.4 Million in Fourth Quarter 2006
ARGO-TECH CORP: S&P Withdraws B+ Corporate Credit Rating

AT HOLDINGS: S&P Withdraws B+ Corporate Credit Rating
BALLY TECH: Posts $46 Million Net Loss in Year Ended June 30, 2006
BERTHEL GROWTH: McGladrey & Pullen Raises Going Concern Doubt
BETH ISRAEL: Gets Court Nod to Sell Five Houses and Vacant Lot
BIOTELLIGENT INC: Case Summary & 15 Largest Unsecured Creditors

BORGER ENERGY: Good Performance Cues S&P to Hold B+ Debt Rating
CAPITAL GUARDIAN: Par Reduction Cues S&P Negative CreditWatch
CARAUSTAR INDUSTRIES: Earns $47.3 Million in Year Ended Dec. 31
CATHOLIC CHURCH: Davenport Has Until Aug. 15 to File Ch. 11 Plan
CATHOLIC CHURCH: Court Okays Quarles as San Diego's Lead Counsel

CATHOLIC CHURCH: Procopio Cory Okayed as San Diego's Local Counsel
CATHOLIC CHURCH: U.S. Trustee Appoints San Diego 7-Member Panel
CEQUEL COMMS: S&P Rates Proposed $2 Billion Term Loan at B+
CITATION CORP: Court to Confirm Prepackaged Ch. 11 Plan on April 5
CITATION CORP: Wants Cochran Group as Public Relations Advisors

CITATION CORP: Wants Finley Colmer as Critical Vendor Advisor
CITIZENS COMMUNICATIONS: Prices $750 Mil. Senior Unsecured Notes
CLEAN HARBORS: Earns $11.5 Million in Quarter Ended December 31
COLEMAN CABLE: Improved Liquidity Cues Moody's Ratings' Upgrades
COLEMAN CABLE: S&P Lifts Corporate Credit Rating to BB- from B+

COLLINS & AIKMAN: Still Unable to File Financial Reports with SEC
COLLINS & AIKMAN: Court Okays CB Richard's Employment Agreement
CORNELL COS: Earns $11.9 Million in Year Ended December 31
COUDERT BROTHERS: Files Chapter 11 Plan of Liquidation
CRESCENT REAL: Earns $33.4 Million in Year Ended Dec. 31

DANA CORP: Gives Update on Dana Credit Forbearance Pact
DANA CORP: Gives Updates on Status of Various Claims
DLJ MORTGAGE: S&P Issues Default Rating on Class B-4 Certificates
ENVIRONMENTAL SYSTEMS: Moody's Cuts Corporate Family Rating to B3
FAYETTEVILLE PARTNERS: Files Reorganization Plan in Texas

FIRST FRANKLIN: S&P Assigns D Rating on 2003-FFH1 Class B-1 Certs.
FREEPORT-MCMORAN: High Leverage Cues Fitch to Rate Stock at B+
GLOBAL SIGNAL: Fitch Holds BB+ Rating on $122 Mil. Class F Certs.
GOODYEAR TIRE: To Refinance $2.7 Bil. & EUR505MM Debt Facilities
GRAFTECH INTERNATIONAL: Earns $91.3 Million in Year Ended Dec. 31

GREENPARK GROUP: Court OKs Robert Bicher as Bankruptcy Consultant
GREENPARK GROUP: Selects Gary Miura as Tax Accountant
GS MORTGAGE: Fitch Holds Low-B Ratings on 6 Certificate Classes
HANCOCK FABRICS: Court Approves $105 Million DIP Financing
HERMAN LAMBETH: Case Summary & 15 Largest Unsecured Creditors

HOME PRODUCTS: Completes Restructuring and Recapitalization
HR PARK: Voluntary Chapter 11 Case Summary
INSIGHT HEALTH: Launches Exchange Offer for $194 Mil. Senior Notes
INTREPID TECHNOLOGY: Posts $558,247 Net Loss in Fiscal 2nd Quarter
INVERNESS MEDICAL: Good Performance Cues S&P to Upgrade Ratings

ITRON INC: S&P Holds CreditWatch Pending Actaris Acquisition
JESSIE ATIENZA: Case Summary & 14 Largest Unsecured Creditors
JP MORGAN: Fitch Affirms 'B-' Rating on $5.2 Mil. Class N Certs.
JP MORGAN: S&P Places Default Rating on Class L Certificates
K&F INDUSTRIES: Earns $54.4 Million in Year Ended December 31

KIRKLAND KNIGHTSBRIDGE: Wants to Use Madison's Cash Collateral
KNOBIAS INC: Russel Bedford Resigns as Public Accountant
KNOLOGY INC: Posts $38.75 Million Net Loss in Year Ended Dec. 31
LEIB GOLOMB: Case Summary & Eight Largest Unsecured Creditors
LID LTD: Organizational Meeting Scheduled on March 28

LIN TELEVISION: Incurs $234.5 Million Net Loss in Full Year 2006
MAGNA ENTERTAINMENT: Ernst & Young Raises Going Concern Doubt
MEDICALCV INC: Records $2.69 Mil. Net Loss in Qtr. Ended Jan. 31
MEDIRECT LATINO: Restates 2006 Annual Report
MERIDIAN AUTOMOTIVE: Ct. Fixes Beneficiary Record Date to Dec. 29

MERIDIAN AUTOMOTIVE: Wants Until June 30 to Remove Civil Actions
MICHELINA'S INC: Revised Facility Cues S&P's Negative CreditWatch
MMM HOLDINGS: Moody's Junks Senior Secured Debt Rating from Ba3
MOORE MEDICAL: Attorney's Fees in Bankruptcy Reaches $466,000
MORTGAGE LENDERS: Committee Taps Blank Rome as Bankruptcy Counsel

MORTGAGE LENDERS: Committee Wants FTI as Financial Advisors
MOUNTAIN GROVE: Case Summary & 18 Largest Unsecured Creditors
NAVISITE INC: Jan. 31 Balance Sheet Upside-down by $1.67 Million
NETWORK SOLUTIONS: Moody's Junks Rating on $85 Million Term Loan
NEW YORK RACING: Brings In Garden City Group as Claims Agent

NEWPOWER HOLDINGS: Proposes $2.6 Million for Final Distribution
NORTEL NETWORKS: Moody's Rates Planned $1 Bil. Senior Notes at B3
NORTEL NETWORKS: S&P Puts B- Rating on Proposed $1 Billion Debt
NORTHWEST AIRLINES: Wants Court Nod on WCAA Settlement Agreement
NORTHWEST AIRLINES: Court Approves $1.225 Billion DIP Amendment

NUVOX INC: CLEC FDN Deal Cues S&P's Developing CreditWatch
NVIDIA CORP: Judge Efremsky Bars Media in Court Proceedings
OMI CORPORATION: Considers Strategic Alternatives; Hires Perella
OMI CORP: Planned Sale Prompts S&P's Negative CreditWatch
PARMALAT SPA: Investors to Get $50 Million Partial Settlement

PLEASANT CARE: Case Summary & 20 Largest Unsecured Creditors
POWER BODIES: Case Summary & 14 Largest Unsecured Creditors
QUANTA SERVICES: Planned Acquisition Cues S&P's Positive Watch
RADIO ONE: Gets Nasdaq Delisting Notice Due to Late 10-K Filing
RCN CORP: Net Loss in Year Ended Dec. 31 Down to $11.85 Million

R.H. DONNELLEY: Incurs $237.7 Million Net Loss in Full Year 2006
SERVICEMASTER CO: Merger Deal Prompts S&P to Downgrade Ratings
SIRIUS SATELLITE: FCC Rules Doesn't Bar Planned Merger
SPATIALIGHT: Odenberg Ullakko Expresses Going Concern Doubt
STANDARD PARKING: Board Approves Common Stock Repurchase

STERLING CHEMICALS: Leverage Cues S&P's B- Corporate Credit Rating
STEVE MORALES: Voluntary Chapter 11 Case Summary
STRATOS GLOBAL: CIP Deal Cues S&P's Corp. Credit Rating's Upgrade
SWEETMAN RENTAL: Can Access Lenders' Cash Collateral
SUN-TIMES MEDIA: Dec. 31 Balance Sheet Upside-Down by $359.8 Mil.

SYLVEST FARMS: Court Extends Time to File Ch. 11 Plan Until May 13
TECHNICAL OLYMPIC: SEC Filing Cues Moody's to Eye for Downgrades
TECUMSEH PRODUCTS: Brazilian Unit Requests Judicial Restructuring
TELECONNECT INC: Posts $687,000 Net Loss in 1st Qtr. Ended Dec. 31
TITANIUM METALS: Inks New Long-Term Supply Deal with Rolls Royce

TOWER RECORDS: Caiman Holdings Buys Trademark & Web Site for $4.2M
TRIMARAN CLO: S&P Rates $12 Million Class B-2L Notes at BB
TRIPOS INC: Completes $26.2 Million Sale of Discovery Informatics
TRITON CDO: Defaults Prompt S&P to Junk Rating on Class B Notes
TRONOX FINANCE: Fitch Places Issuer Default Rating at B

TRONOX WORLDWIDE: Fitch Places Issuer Default Rating at B
TXU CORP: Announces IGCC Plans with KKR and TPG
TURNING STONE: Moody's Cuts Corporate Family Rating to B1 from Ba3
U.S. ENERGY: Can Proceed with Reorganization Following ICC Deal
WELLS FARGO: Fitch Rates Class B-5 Certificates at B

WILLIAMS COS: S&P Lifts Certificates' Ratings to BB+ from BB-
WILLIAMS COS: S&P Lifts Corporate Credit Rating to BB+ from BB-
XM SATELLITE: National Music Publishers' Association Files Suit
XM SATELLITE: FCC Rules Doesn't Bar Planned Merger
YDD HOLDINGS: S&P Junks Rating on Proposed $60 Mil. Sr. PIK Loan

YUKOS OIL: Court Voids PwC Audit Contract; Firm Set to Appeal

* BOOK REVIEW: American Express: The People Who Built the Great
               Financial Empire

                             *********

3DFX INTERACTIVE: Judge Efremsky Bars Media in Court Proceedings
----------------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California barred the media in a trial
involving Nvidia Corp. and 3DFX Interactive Inc., the Mercury News
reports.

According to Mercury News, Judge Efremsky barred two reporters
from covering the proceedings unless they signed confidentiality
agreements.  Parties who wanted to observe the proceedings were
also asked to sign a statement stating that they agree not to
disclose anything heard in the courtroom.

                             Lawsuit

Creditors of 3DFX sued Nvidia alleging that they are still owed
1 million shares of Nvidia's stock pursuant to a 2001 merger
agreement.  Mercury News relates that Nvidia's stock closed at
$29.97 per share on Wednesday.

Nvidia had bought 3DFX for $70 million in cash but now claims that
those assets were just worth $14 million.

Nvidia Corp. is represented by Robert P. Varian, Esq., at Orrick,
Herrington and Sutcliffe.

                        About NVIDIA Corp.

Based in Santa Clara, California, NVIDIA Corporation --
http://www.nvidia.com/-- is a manufacturer of programmable
graphics processor technologies.  The company creates innovative,
industry-changing products for computing, consumer electronics and
mobile devices.  NVIDIA has annual revenues of over $2.5 billion.

                      About 3DFX Interactive

Headquartered in Palo Alto, California, 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3dfx's shareholders approved
proposals to liquidate, wind up and dissolve the Company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.  The Company filed for chapter 11 protection on
Oct. 15, 2002 (Bankr. N.D. Calif. Case No. 02-55795).  William A.
Brandt, Jr. serves as trustee and is represented by Aron M.
Oliner, Esq., at the Law Offices of Duane Morris and Craig C.
Chiang, Esq, at Buchalter, Nemer, Fields and Younger.  Robert S.
Gebhard, Esq., at Sedgwick, Detert, Moran and Arnold represents
the Official Committee of Unsecured Creditors.  At July 31, 2002,
the Company had $35,236,000 net liabilities in liquidation from
total assets of $106,000 and total liabilities of $35,342,000.


AAMES MORTGAGE: Poor Performance Cues S&P's Junk Cert. Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M4, M5, and M6 from Aames Mortgage Trust 2003-1 and placed them on
CreditWatch with negative implications.

Concurrently, the rating on class B was lowered to 'CCC' and
removed from CreditWatch, where it was placed with negative
implications Oct. 18, 2006.  At the same time, the ratings on the
remaining classes from this transaction were affirmed.

The lowered ratings and negative CreditWatch placements reflect
the deteriorating performance of the collateral backing Aames
Mortgage Trust 2003-1.  Realized losses have consistently outpaced
excess interest over the past year.  For the past six months,
average monthly losses were approximately $470,000, while excess
spread averaged approximately $91,800.  As of the February 2007
remittance period, overcollateralization had been reduced to
$1,394,558, below its target of $2,543,177.  Cumulative losses
totaled $10,997,890, representing 2.16% of the original pool
balance.  Total delinquencies and severe delinquencies constituted
17.28% and 12.46% of the current pool balance, respectively.

Standard & Poor's will continue to closely monitor the performance
of these classes.  If the delinquent loans cure to a point at
which monthly excess interest outpaces monthly net losses, thereby
allowing O/C to build and provide sufficient credit enhancement,
Standard & Poor's will affirm the ratings and remove them from
CreditWatch.  

Conversely, if delinquencies cause substantial realized losses in
the coming months and continue to erode credit enhancement,
Standard & Poor's will take further negative rating actions on
these classes.

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

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
this transaction is derived from a combination of subordination,
excess interest, and O/C.

The collateral backing the certificates originally consisted of
subprime, fixed- and adjustable-rate, first-lien mortgage loans
with terms of maturity of no more than 30 years.
    
                   Ratings Lowered And Placed
                    On Creditwatch Negative
    
                   Aames Mortgage Trust 2003-1
             
                                  Rating
                                  -----
                  Class     To              From
                  -----     --              ----
                  M4        BB+/Watch Neg   BBB+
                  M5        BB/Watch Neg    BBB
                  M6        BB-/Watch Neg   BBB-

                    Rating Lowered And Removed
                    From Creditwatch Negative
    
                   Aames Mortgage Trust 2003-1

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


ACCREDITED HOME: Citadel Purchases 4.5% Stake, FT Says
------------------------------------------------------
The Financial Times reported on its Web site Wednesday that
Citadel Investment Group has taken a 4.5% stake in Accredited Home
Lenders Holding Co.

Chicago, Ill.-based Citadel is one of the world's largest hedge
funds, accounting for as much as 3% of trading activity at the New
York Stock Exchange and Nasdaq every day.  Because of the high
volume, the company also acts as a market maker on smaller
exchanges for some blue-chip stocks.  Citadel currently manages
more than $12 billion for a wide range of investors.  

According to FT, the news of Citadel's stake emerged a day after
hedge fund Farallon Capital Management LLC, which has a 6.9% stake
in Accredited, came to the lender's aid with a $200 million
five-year loan to help Accredited avoid a credit crunch.

As reported yesterday in the Troubled Company Reporter, the
proceeds of the loan will fund the company's general working
capital, mortgage loans, and other corporate needs.

Accredited Home said that the loan will be a secured obligation
of the company and its subsidiaries.  The loan has an interest
rate of 13% per year, and will be able to be repaid by the company
at any time over the life of the loan, subject to certain
conditions and prepayment fees.

In connection with the term loan, the company will issue Farallon
approximately 3.3 million warrants in a private placement, with an
exercise price equal to $10 per share.  The warrants will expire
ten years from their issuance date.

Moreover, Farallon will also receive certain preemptive rights to
purchase additional equity securities of the company and certain
registration rights with respect to its equity securities in the
company.  The closing of the proposed transaction is subject to
completion of definitive documentation, receipt of required third
party and governmental consents and licenses, and certain other
conditions.

A full-text copy of Accredit Home Lenders' the Commitment Letter
is available for free at http://ResearchArchives.com/t/s?1bea

           Form 10-K Filing Delay Cues Delisting Notice

Accredited disclosed in a regulatory filing with the Securities
and Exchange Commission that it has received notice from the
NASDAQ staff that the company's common stock is subject to
delisting from The NASDAQ Stock Market.  NASDAQ issued the notice
because the company failed to file its 2006 Annual Report on Form
10-K before the March 15, 2006, deadline.

The company will request a hearing before the NASDAQ Listing
Qualifications Panel to appeal the determination.  The appeal will
stay the delisting of the company's stock from The NASDAQ Stock
Market pending the Panel's decision while the company is working
to file its Form 10-K as soon as possible.

In addition, Accredited announced that a class action lawsuit was
filed against the company and certain of its officers and
directors.  The lawsuit generally alleges that, between Nov. 1,
2005, and March 12, 2007, Accredited issued materially false and
misleading statements regarding the company's business and
financial results causing the company's stock to trade at
artificially inflated prices.  The company believes that the
lawsuit has no merit and intends to defend the case vigorously.

Accredited says it continues to explore various strategic options,
including raising additional capital to enhance liquidity and
provide the company with the flexibility to retain or sell
originated loans based on an assessment of the best overall
return.  Accredited is currently in discussions regarding a
possible financing arrangement with a third party that would
provide additional liquidity.  The company has retained a
financial advisor in this endeavor.  There can be no assurance
that the company will be successful in completing a financing
arrangement or in obtaining the additional liquidity.

                              Waiver

As reported in the Troubled Company Reporter on March 20, 2007,
the company reached an agreement to sell substantially all of its
loans held for sale that are currently funded out of its warehouse
and repurchase credit facilities, asset-backed commercial paper
facility, and its equity.  The $2.7 billion of loans held for sale
will be sold at a substantial discount in order to alleviate
recent pressures from margin calls.

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

                   About Accredited Home Lenders

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


ADVOCACY & RESOURCES: Selling 52-Acre Property to XI Properties
---------------------------------------------------------------
Michael E. Collins, the Chapter 11 Trustee for Advocacy and
Resources Corporation's bankruptcy case, asks the U.S. Bankruptcy
Court for the Middle District of Tennessee to sell the Debtor's
52 acres of real property, free and clear of liens.

The Trustee tells the Court that XI Properties intends to buy the
property for $576,400.  Additionally, the Debtor will pay XI
Properties a "break-up fee" of $28,820, if the Court approves a
sale to a buyer other than XI Properties.

The Trustee asserts that the property located in Putnam County,
Tenn., is not necessary to the Debtor's operations.  The Trustee
said that the sale of the property will surely benefit the Debtor
and its creditors.

The Court will convene a hearing at 9:30 a.m., on April 26, 2007,
at L. Clure Morton Federal Building & Post Office, 9 Broad Street
in Cookeville, Tenn., to consider the Debtor's request.

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.
The Company filed for chapter 11 protection on June 20, 2006
(Bankr. M.D. Tenn. Case No. 06-03067).  Michael E. Collins, Esq.,
serves as Chapter 11 Trustee.  Manier & Herod PC represents Mr.
Collins.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


AFFILIATED COMPUTER: Confirms Deason-Cerberus Purchase Proposal
---------------------------------------------------------------
Affiliated Computer Services Inc. confirmed that it received a
proposal from Darwin Deason, Chairman of the Board of ACS, and
Cerberus Capital Management L.P., to acquire, for a cash purchase
price of $59.25 per share, all of the outstanding shares of the
company's common stock, other than certain shares and options held
by Mr. Deason and members of the company's management team that
would be rolled into equity securities of the acquiring entity in
connection with the proposed transaction.

A special committee of independent directors has been formed by
the Board of Directors to evaluate the company's strategic
alternatives, including the proposal from Mr. Deason and Cerberus.
The committee has engaged independent legal counsel -- Weil,
Gotshal & Manges LLP -- and expects to retain independent
financial advisors to assist the committee.

The committee expects to make a recommendation to the Board of
Directors following its consideration of strategic alternatives,
including the proposal, in due course.

                       Letter to Mr. Deason  

The independent directors, through Lead Director Joseph P.
O'Neill, have written a letter to Mr. Deason about his proposal.

In that letter, Mr. O'Neill stated that the independent directors
have threshold concerns with two aspects of the Proposal:

   1) The Proposal states that Mr. Deason has agreed to work
      exclusively with Cerberus to negotiate a transaction and
      expect the Proposal to undergo a customary market check
      process only after execution of a definitive agreement; and

   2) The Proposal indicates that Mr. Deason has entered into an
      agreement with Cerberus which involves, among other things,
      voting arrangements with respect to Mr. Deason's ACS shares.

With regards to the first aspect, Mr. O'Neill emphasized that the
independent directors are concerned that it provides Mr. Deason
and Cerberus with an inherent timing and information advantage,
which may chill the interest of other parties and raise questions
about the fairness and reasonableness of the company's process for
developing and considering alternative proposals.

Accordingly, Mr. O'Neill relates that the independent directors
are requesting that the exclusivity arrangement promptly be voided
so that there is no constraint on the company's ability to deal
with third parties concurrently with Mr. Deason and Cerberus.

Concerning the second aspect, Mr. O'Neill said that the
independent directors believe they need to be informed of Mr.
Deason's agreements relating to the Proposal, including details as
to the roll over of certain of his securities, cash he received in
the transaction and ongoing incentive and other arrangements, in
order to properly evaluate the Proposal.

                   Moody's May Downgrade Ratings

Moody's Investors Service placed the ratings for Affiliated
Computer Services on review for possible downgrade after the
company's disclosure of Mr. Deason and Cerberus' proposal to buy
the company.

"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", John Moore, Moody's Senior Analyst, said.

Ratings placed on review for possible downgrade include the Ba2
rated Senior Secured Term Loan, Senior Secured Revolving Credit
Facility, Senior Notes, and $500 Million due 2010 and 2015.

                  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

Affiliated Computer Services Inc. (NYSE: ACS) -- http://www.acs-
inc.com/ -- is a FORTUNE 500 company.  It 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: Shareholders File Suit to Prevent Buyout
-------------------------------------------------------------
Momentum Partners and Mark Levy filed separate shareholder
lawsuits in a Delaware corporate law tribunal against Affiliated
Computer Services Inc. in an attempt to block the attempted buyout
of the company by founder Darwin Deason and Cerberus Capital
Management LP, the Mercury News reports citing the Associated
Press.

As reported in the Troubled Company Reporter on March 21, 2007,
the company disclosed in a regulatory filing with the Securities
and Exchange Commission that it received a proposal from Deason-
Cerberus 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.

The two lawsuits are framed as class actions and brought in the
name of those who allegedly stand to be shortchanged in the
buyout.

According to the report, both suits hinge on the fact that the
company has a record of turning down buyout offers.  The
shareholders also alleged that the timing of the buyout offer was
in question since the pricing was done when the company's stock
hit a low point due to the company's involvement in a stock
options backdating scandal.  Further, the deal is defective with
the buyers having too much voting power.

Mercury News further relates that according to court documents,
Mr. Deason and management control 42% of the voting power at the
company.

                     About Affiliated Computer

Affiliated Computer Services Inc. (NYSE: ACS) -- http://www.acs-
inc.com/ -- is a FORTUNE 500 company.  It 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.

                          *     *     *

As reported in the Troubled Company Reporter on March 21, 2007,
Moody's Investors Service has placed the ratings for Affiliated
Computer Services Inc. on review for possible downgrade, which
include the company's Ba2 Senior Secured Term Loan Rating; Ba2
Senior Secured Revolving Credit Facility Rating; Ba2 Senior Notes
Rating; and Ba2 Corporate Family Rating.


ALLIANCE IMAGING: Earns $5.1 Million in Quarter Ended December 31
-----------------------------------------------------------------
Alliance Imaging Inc. reported net income of $5.1 million on
revenues of $111.7 million for the fourth quarter ended
Dec. 31, 2006, compared with net income of $2.5 million on
revenues of $110.2 million for the same period ended
Dec. 31, 2005.

Alliance Imaging Inc. reported net income of $19.3 million on
revenues of $455.8 million for the year ended Dec. 31, 2006,
compared with net income of $19.8 million on revenues of
$430.8 million for the year ended Dec. 31, 2005.

Alliance's adjusted EBITDA was $40.9 million in the fourth quarter
of 2006, a 9.1% increase compared to $37.5 million in the same
quarter a year ago.  For full year 2006, adjusted EBITDA totaled
$171.6 million.  Full year 2006 adjusted EBITDA increased 7.3% to
$171.6 million compared to $160 million for full year 2005.

"Adjusted EBITDA" as defined under the terms of Alliance's Credit
Agreement, is earnings before interest expense, net of interest
income; income taxes; depreciation expense; amortization expense;
minority interest expense; non-cash share-based compensation; a
maximum of $750,000 of severance and related costs in each fiscal
year; a class action lawsuit settlement; and other non-cash
charges.

Cash flows provided by operating activities were $40.7 million in
the fourth quarter of 2006 compared to $34 million in the
corresponding quarter of 2005, and totaled $115.8 million and
$127.1 million for the full year of 2006 and 2005, respectively.

Capital expenditures in the fourth quarter of 2006 were
$18.5 million compared to $30 million in the fourth quarter of
2005, and were $75 million and $76.5 million for the full year of
2006 and 2005, respectively.  In addition, the company entered
into capital lease obligations totaling $3.3 million in 2006.
Alliance opened one new fixed-site in the fourth quarter of 2006
and opened a total of 11 new fixed-sites in 2006.  Alliance
operated 68 fixed-sites as of Dec. 31, 2006.

Alliance's total long-term debt (including current maturities)
decreased $50.2 million to $529.4 million as of Dec. 31, 2006,
from $579.6 million as of Dec. 31, 2005.  Cash and cash
equivalents increased $3 million to $16.4 million at
Dec. 31, 2006, from $13.4 million at Dec. 31, 2005.

Paul S. Viviano, chairman of the Board and chief executive
officer, stated, "We are pleased with our 2006 performance.  Our
2006 results were driven by a focus on revenue growth and driving
cost efficiencies.  We are well positioned to withstand the
challenges of the diagnostic imaging industry.  One of the most
significant challenges in 2007 is the change in reimbursement
related to the Deficit Reduction Act of 2005, which will affect
direct billings to Medicare intermediaries.  Our focus in 2007
will be to continue to grow our PET/CT and fixed-site businesses,
primarily on a wholesale basis, build one to three radiation
oncology centers, and operate our core mobile MRI business as
efficiently as possible.  By focusing on these initiatives, we
expect Alliance to continue to distinguish itself in this
challenging environment."

At Dec. 31, 2006, the company's balance sheet showed
$664.5 million in total assets and $681.5 million in total
liabilities, resulting in a $17 million total stockholders'
deficit.

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?1bed  

                      About Alliance Imaging

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- provides shared-service and  
fixed-site diagnostic imaging services, based upon annual revenue
and number of diagnostic imaging systems deployed.  Alliance
provides imaging and therapeutic services primarily to hospitals
and other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 489 diagnostic imaging systems,
including 331 MRI systems and 73 PET or PET/CT systems, and served
over 1,000 clients in 43 states at Dec. 31, 2006.  Of these 489
diagnostic imaging systems, 68 were located in fixed-sites, which
includes systems installed in hospitals or other buildings on or
near hospital campuses, medical groups' offices, or medical
buildings and retail sites.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for Alliance Imaging Inc.


ALLIED WASTE: S&P Assigns BB Rating to $3 Bil. Senior Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to Allied Waste North America Inc.'s $3.17 billion senior
secured bank credit facilities, based on preliminary terms and
conditions.  The amended credit facilities are rated 'BB' with
recovery ratings of '2', indicating the expectation of substantial
recovery of principal in the event of a payment default.

In addition, Standard & Poor's raised the ratings on the existing
$4.6 billion of outstanding senior secured notes to 'BB' from 'BB-
' and revised the recovery rating to '2' from '4', indicating the
expectation of substantial recovery of principal in the event of a
payment default.

Standard & Poor's affirmed the 'BB' corporate credit rating on
Allied Waste Industries.  The outlook is stable.

Under the proposed amendment, the final maturity under the
revolving credit facility will be extended to 2012 from 2010.  The
final maturities under the term loan and letter of credit facility
will be extended to 2014 from 2012.

"The ratings on Allied Waste reflect a highly leveraged financial
profile, which outweighs the company's fairly strong competitive
business position," said Standard & Poor's credit analyst Robyn
Shapiro.

Allied Waste is the second-largest solid waste management
participant in the U.S., with 2007 revenues and EBITDA estimated
at about $6.2 billion and $1.65 billion, respectively.  The
company provides collection, transfer, disposal, and recycling
services to about 10 million residential, commercial, and
industrial customers in 37 states and Puerto Rico. Leading shares
in most local markets, good collection-route density, and a high
rate of waste internalization enhance operations.

Allied Waste's highly leveraged financial profile stems mainly
from debt incurred in the 1999 acquisition of Browning-Ferris
Industries Inc.  Since that time, the firm's key focus has been on
debt reduction from free cash flow, the issuance of equity, and
the proceeds from divestitures.  Operating margins stabilized at
around 26% in 2006, supported by price increases, modest volume
gains, and benefits of ongoing cost reduction programs.


ALLIS-CHALMERS: Earns $10.4 Million in Fourth Quarter 2006
----------------------------------------------------------
Allis-Chalmers Energy Inc. disclosed its financial results for the
three months and year ended Dec. 31, 2006.

Revenues for the fourth quarter 2006 rose to $114.1 million, as
compared with $33.5 million for the fourth quarter of 2005.  The
increase in revenues was due to a combination of strategic
acquisitions and organic growth initiatives that complemented
Allis-Chalmers' existing businesses and allowed the company to
integrate and cross sell its products and services into new
markets.  During 2006, Allis-Chalmers completed five significant
acquisitions, which helped provide opportunities to expand its
customer base, open new operating locations, invest in new
equipment, improve capacity utilization, and increase product and
service offerings.  These acquisitions also provided access to
additional skilled operators and enhanced Allis-Chalmers'
management team.

Income from operations grew to $23.1 million for fourth quarter
2006, from $4.5 million in the fourth quarter of 2005.

Net income for the fourth quarter of 2006 attributed to common
shares increased to $10.4 million, as compared with net income of
$2.5 million in the fourth quarter of 2005.  Net income in the
fourth quarter of 2006 includes about $820,000 in debt financing
costs associated with the $300 million senior unsecured bridge
loan agreement dated Dec. 18, 2006, which was refinanced on
Jan. 29, 2007.  The bridge loan was used to fund the acquisition
of substantially all the assets of Oil & Gas Rental Services, Inc.

Allis-Chalmers adopted FAS 123R on Jan. 1, 2006, and recorded a
non-cash stock compensation expense of $756,000 for the fourth
quarter of 2006 and of $3.4 million for the full-year.  The
provision for deferred taxes in the fourth quarter was accelerated
due to the increase in profits and more rapid utilization of
deferred tax assets, principally federal net operating loss tax
carry-forwards.

"Over the last several years our goal has been to establish a
significant presence in segments of the oilfield service sector
that are growing faster than the rig count while diversifying our
revenue base to mitigate cyclical risk.  Our solid results for the
fourth quarter and full year of 2006 are a clear demonstration of
our ability to successfully execute that growth strategy.  Not
only have we grown our operating income from $4.2 million in 2004
and $13.2 million in 2005, to $66.7 million in 2006, but we have
achieved a more balanced mix of revenue sources generated from
drilling services and production services, from oil and natural
gas, from onshore and offshore operations, as well as from
domestic and international operations.  This diversification
allowed us to achieve a 21% increase in operating income for the
fourth quarter of 2006 compared to the third quarter of 2006,
despite an increased competitive environment in two of our
business segments," Micki Hidayatallah, Allis-Chalmers' chairman
and chief executive officer, stated.

"In 2006 we completed five significant acquisitions, including
three that were substantially larger than any others in previous
years," Mr. Hidayatallah, added.  "The DLS acquisition in August
2006, which expanded our operations in Latin America, has
performed very well and allowed us to benefit from the strong
market condition in the region.  Despite being affected negatively
by a ten-day labor strike in Argentina, which affected the entire
oil industry there, DLS contributed $8.1 million in operating
income for the fourth quarter.  Also, in Dec. 2006, we completed
our largest acquisition to date of substantially all the assets of
Oil & Gas Rental Services, which is already making positive
contributions."

Segment Results:

   * Rental Tools.  Operating income in the rental tools business
     segment rose to $7.4 million during the fourth quarter of
     2006 from $520,000 in the fourth quarter of 2005, as revenue
     during the fourth quarter of 2006 grew to $15.2 million, as
     compared with $1.6 million in the fourth quarter of 2005.  
          
   * International Drilling.  During the fourth quarter of 2006,
     Allis-Chalmers generated operating income of $8.1 million
     on revenues of $45.6 million.  Results during the fourth
     quarter of 2006 were affected negatively by a ten-day
     general strike on the oil industry in Argentina in November
     2006.  

   * Directional Drilling.  Operating income for Allis-Chalmers'
     directional drilling services business segment increased
     to $5.6 million from $2.3 million in the fourth quarter
     of 2005.  An additional six MWD units have been ordered
     for the first six months of 2007.

   * Casing & Tubing.  Operating income for Allis-Chalmers'
     casing and tubing services business segment increased to
     $2.6 million in the fourth quarter of 2006 from $1 million in
     the fourth quarter of 2005 due to investments made in
     additional equipment and the positive contribution
     from Rogers Oil Tool Services, Inc., which was acquired in
     April 2006.  

   * Compressed Air Drilling. Operating income from
     Allis-Chalmers' compressed air drilling business segment
     was down slightly in the fourth quarter of 2006 to
     $2.2 million from $2.3 million in the fourth quarter of 2005
     due to a decrease in drilling activity in the West Texas
     market.

   * Production Services.  Operating income in Allis-Chalmers'
     production services division was $1.4 million in the
     fourth quarter of 2006 up from $31,000 in the fourth
     quarter of 2005.  

Revenue for fiscal 2006 rose to $307.3 million, as compared with
$105.3 million for fiscal 2005.  Income from operations grew to
$66.7 million in 2006 from $13.2 million during 2005, representing
an increase.  Net income for 2006 rose to $35.6 million from net
income of $7.2 million in 2005.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $908.32 million and total liabilities of
$654.39 million, resulting to total stockholders' equity of
$253.93 million.  The company increased its cash and cash
equivalents in 2006 to $39.74 million, from $1.92 million a year
earlier.

A full-text copy of the company's annual report for the year 2006
is available for free at http://ResearchArchives.com/t/s?1bf0

                       About Allis-Chalmers

Based in Houston, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and
equipment to the oil and gas exploration and development
companies primarily in Texas, Louisiana, New Mexico, Colorado,
and Oklahoma; offshore in the U.S. Gulf of Mexico; and
offshore and onshore in Mexico.  The company offers directional
drilling, compressed air drilling, casing and tubing, rental
tools, and production services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2007,
Moody's Investors Service placed Allis-Chalmers Energy, Inc.'s
ratings on review for possible upgrade.  At the same time,
Moody's assigned a B3 rating to the proposed $225 million
senior unsecured notes to be issued by Allis-Chalmers.


ARGO-TECH CORP: S&P Withdraws B+ Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Argo-Tech Corp. and parent AT Holdings Corp., including the 'B+'
corporate credit rating on both entities.  AT Holdings was
recently acquired by Eaton Corp. for approximately $700 million
and all rated debt has been repaid.  Certain assets related to
Argo-Tech's cryogenics and other nonaerospace businesses were not
included in the transaction.


AT HOLDINGS: S&P Withdraws B+ Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Argo-Tech Corp. and parent AT Holdings Corp., including the 'B+'
corporate credit rating on both entities.  AT Holdings was
recently acquired by Eaton Corp. for approximately $700 million
and all rated debt has been repaid.  Certain assets related to
Argo-Tech's cryogenics and other nonaerospace businesses were not
included in the transaction.


BALLY TECH: Posts $46 Million Net Loss in Year Ended June 30, 2006
------------------------------------------------------------------
Bally Technologies Inc. recorded a net loss of $46.1 million for
fiscal 2006, as compared with a net loss of $22.6 recorded in
fiscal 2005.  The loss in fiscal 2006 includes:

   a) the impact of several items, including $15.6 million of
      impairment charges related to certain patents and other
      intangibles;

   b) a $3 million write-down of prepaid royalties related to
      licensed game themes;

   c) $14.2 million of inventory and related asset write-downs;
      
   d) an increase in depreciation expense of $15.4 million
      related to changes in the useful life and salvage value
      for certain gaming equipment that were charged to the cost
      of gaming equipment; and

   e) $12.9 million of share-based compensation expense.

Total revenues grew to $547.1 million in fiscal 2006, as compared
with $483.1 million recorded in fiscal 2005.  Gaming Equipment and
Systems revenues in fiscal 2006 increased by $63.4 million to
$494.5 million, as compared with $431.1 million recorded in fiscal
2005.

The company also incurred significant costs associated with
previously disclosed legal and accounting matters.

The company's interest expense in fiscal 2006 was $27.5 million,
an increase of $9.2 million over fiscal 2005.  This increase is
primarily attributable to higher average market rates of interest
compared with fiscal 2005 as well as $2.2 million in charges for
bank facility amendments relating to the extended due dates for
the delivery of financial statements.

                         Quarterly Results

The company incurred a net loss of $16.75 million on total
revenues of $156.31 million for the three months ended March 31,
2006, as compared with a net loss of $9.47 million on total
revenues of $121.68 million for the comparable year-ago period.

A full-text copy of the company's annual report for 2006 is
available for free at http://ResearchArchives.com/t/s?1be5

Full-text copies of the company's quarterly reports for the
period ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?1be6

"Our core operations in the latter half of fiscal 2006 began to
reflect the impact of our new products in the market and also
reflect the strong results of our Systems products," Richard
Haddrill, chief executive officer, said.  

"Total revenues in the third quarter and fourth quarter of fiscal
2006 increased by 28 percent and 33 percent, respectively, as
compared with the corresponding period of the prior year.  We
remain pleased with the results of our technology integration and
product retooling, which resulted in significant charges in fiscal
2006 and fiscal 2005.  As previously disclosed, we currently
expect total revenue in fiscal 2007 to exceed $670 million," Mr.
Haddrill, continued.

Robert C. Caller, chief financial officer, said, "The completion
of these reports is a big step in our efforts to get back to a
normal filing cycle and represents our fourth and fifth major
filings in less than five months.  We will now focus our energy on
the completion of the Form 10-Qs for the quarterly periods ended
Sept. 30, 2006 and Dec. 31, 2006."

For the year ended June 30, 2006, the company had total assets of
$687.88 million, total liabilities of $543.12 million, and
minority interests of $684,000, resulting to total stockholders'
equity of $144.07 million.

The company held unrestricted cash and cash equivalents and
restricted cash of $16.42 million and $14.48 million,
respectively, as of June 30, 2006.

Accumulated deficit in 2006 stood at $81.37 million, as compared
with accumulated deficit in 2005 of $35.3 million.

                     About Bally Technologies

Headquartered in Las Vegas, Nevada, Bally Technologies, Inc.
(NYSE: BYI) -- http://www.BallyTech.com/-- designs, manufactures,  
operates, and distributes advanced gaming devices, systems, and
technology solutions worldwide.  Bally's product line includes
reel-spinning slot machines, video slots, wide-area progressives
and Class II lottery and central determination games and
platforms.  Bally Technologies also offers casino management, slot
accounting, bonus, cashless, and table management solutions.  It
owns and operates Rainbow Casino in Vicksburg, Miss. and also has
operations in Argentina, Macau, China, and India.

                          *     *     *

Bally Technologies Inc. carries Standard & Poor's Ratings Services
'B' corporate credit rating, which held on CreditWatch with
negative implications.


BERTHEL GROWTH: McGladrey & Pullen Raises Going Concern Doubt
-------------------------------------------------------------
McGladrey & Pullen LLP raised substantial doubt about Berthel
Growth & Income Trust I's ability to continue as a going-concern
after auditing the Trust's financial statements as of Dec. 31,
2006 and 2005.  The auditing firm reasoned that the Trust
continues to have a deficiency in net assets, as well as net
losses.  The auditing firm also added that Berthel SBIC, LLC, a
wholly owned subsidiary of the Trust, has agreed to liquidate its
portfolio assets in order to pay its indebtedness to the U.S.
Small Business Administration.

The company reported in its balance sheet for 2006 total assets
totaling $5,926,267 and total liabilities totaling $11,138,244,
resulting to net decrease in assets of $5,211,977.  The company
posted net decrease in assets of $5,425,216 in the year ended
Dec. 31, 2005.  

Accumulated net realized losses of $3,249,471 for 2006, as
compared with net realized losses of $4,759,506 a year earlier.

For the year ended Dec. 31, 2006, the company had total revenues
of $130,806 and a net increase in net assets of $1,056,490, as
compared with total revenues of $182,136 and a net increase in net
assets of $670,365 a year earlier.

During the years ended Dec. 31, 2006 and 2005, the Trust continues
to have a deficiency in net assets, as well as net investment
losses during the years ended Dec. 31, 2006, 2005, and 2004.  In
addition, Berthel SBIC is in violation of the maximum capital
impairment percentage permitted by the SBA.

The SEC filing disclosed that the Trust will terminate upon the
liquidation of all of its investments, but no later than June 21,
2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1bf1

                          About Berthel

Headquartered in Marion, Iowa, Berthel Fisher & Company Inc. --
http://www.berthel.com/-- provides capital market services to   
small and mid-sized companies, specializing in both private and
public securities offerings.  Berthel Fisher & Co., through a
subsidiary, acts as management agent and trustee of the Berthel
Growth & Income Trust I, a business development company under the
Investment Company Act of 1940.  Berthel Growth & Income Trust I
owns a Small Business Investment Company licensed by the Small
Business Administration.


BETH ISRAEL: Gets Court Nod to Sell Five Houses and Vacant Lot
--------------------------------------------------------------
Beth Israel Hospital Association of Passaic dba PBI Regional
Medical Center obtained permission from the Honorable Novalyn L.
Winfield of the U.S. Bankruptcy Court for the District of New
Jersey to sell five houses and a vacant lot, free and clear of all
liens.

As reported in the Troubled Company Reporter on Nov. 29, 2006,
the Court authorized the Debtor to enter into a "stalking
horse" asset purchase agreement with St. Mary's Hospital for
the sale of substantially all the Debtor's assets and the
assignment of executory contracts and unexpired leases.

Pursuant to the asset purchase agreement, St. Mary's Hospital
agreed to pay $36,739,000 for the Debtor's property.  However, St.
Mary's Hospital excluded five houses and a vacant lot in the
vicinity of the hospital.  

The Debtor said that Linton P. Gaines of Gaines Real Estate LLC,
its real estate broker, entered into agreement to sell the houses
to Allan Kumetz, and the vacant lot to Kenobi Ramirez and Ramon
Ramos.  Messrs. Kumetz, Ramirez, and Ramos are the Debtor's
proposed purchasers.

Gerald H. Gline, Esq., an attorney at Cole Schotz Meisel Forman
& Leonard P.A., told the Court that the houses are priced at
$800,000, a $40,000 deposit and a 5% sales commission, while the
vacant lot is priced at $170,000, a $17,000 deposit and a 5% sales
commission.

Neither of the properties have a mortgage contingency provision,
Mr. Gline Said.

                        About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care   
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.

The Court extended the exclusive period within which Beth Israel
Hospital Association of Passaic can file a plan of reorganization
to March 7, 2007.  As of March 19, no pleadings regarding plan-
filing extension have been filed with the Court.


BIOTELLIGENT INC: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BioTelligent, Inc.
        6248 Preston Avenue
        Livermore, CA 94551

Bankruptcy Case No.: 07-10772

Chapter 11 Petition Date: March 21, 2007

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Todd E. Duffy, Esq.
                  Duffy & Atkins, L.L.P.
                  Seven Penn Plaza Suite
                  420 New York, NY 10001
                  Tel: (212) 268-2685
                  Fax: (212) 500-7972

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Furnari Levine, L.L.P.                                  $67,080  
11 Broadway, Suite 715
New York, NY 10004

Cobalt Consulting                                       $68,135
6248 Preston Avenue
Livermore, CA 94551

Yukio Tada                                              $12,000
Sojitz Corporation of America
900 19th St. Northwest, Suite 260
Washington, D.C. 20006

Bruce Haughey                    vacation pay           $11,286

John Wooldridge                                          $8,224

Usha Kasthuri                    vacation pay            $6,057

Lee Dudley Jr.                   recission of            $5,284
                                 stock sale

State of Delaware                                        $3,180

Weaver, Carlson & McCartney                              $3,000

Jeffrey Cederborg                                        $2,642

Darrell Earnheart                                        $2,642

Walric Family L.P.               recission of            $2,642
                                 stock sale

Charles Satterfield              recission of            $1,321
                                 stock sale

Stephen McCue                                            $1,062

Jay Sklarew                      recission of              $133
                                 stock sale


BORGER ENERGY: Good Performance Cues S&P to Hold B+ Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' senior
secured rating on electricity generator Borger Energy Associates
L.P./Borger Funding Corp. and revised the outlook to positive from
developing.

"The rating action resulted from the anticipated improvement in
the project's financial metrics," said Standard & Poor's credit
analyst Daniel Welt.

The improvement is due to:

   -- The expected increase in steam offtake by Conoco Phillips'
      Blackhawk refinery;

   -- Good operating performance since the replacement of the Unit
      2 generator (as evidenced by year-2006 availability of 97%
      and on-peak availability of 96%); and

   -- The plan to order a Brush generator for Unit 1 later in the
      year, keep it in inventory in case the Unit 1 generator
      fails, and to replace the lone remaining Westac generator
      proactively by 2010.
     
The project has a higher cost structure than originally envisioned
and therefore relies on a fuel margin earned from selling steam.
The higher cost structure is largely the result of higher-than-
expected costs for insurance, partnership G&A, and standby power.
The installation of a petroleum coker at the steam host had raised
uncertainties about the steam offtake volumes during the tie-in
process, but is expected to result in an increase in steam offtake
of roughly 150,000 pounds per hour.  In addition, ConocoPhillips
is expected to shut down two boilers at the refinery to comply
with emissions requirements.

This is expected to improve the steam offtake by an incremental
350,000 pounds per hour, which should bring steam usage to roughly
1.1 million pounds per hour.

The project has faced repeated operational and maintenance
difficulties with its generators, culminating in the failure of
the Unit 2 generator and its replacement with a Brush generator in
October 2005.  The Brush generator has subsequently performed
without issue.  The project will order an additional Brush
generator as insurance against the failure of its other Westac
generator in Unit 1.  If a failure occurs, we expect it would take
four to five weeks to replace the generator with an onsite spare.

Standard & Poor's expectation based on discussions with plant
staff is that the generator should last at least 50,000 fired
hours and that it will be proactively replaced before that level
of usage, likely during the planned 2010 major outage.

The positive outlook reflects the expected improvement in the
financial metrics of Borger Energy resulting from significant
increase in steam offtake levels by ConocoPhillips and diminished
operational risks from having a Brush generator in inventory
beginning later this year.  Lower-than-anticipated steam
offtake or changes in plans concerning the generator could
adversely affect credit.


CAPITAL GUARDIAN: Par Reduction Cues S&P Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by Capital Guardian ABS CDO I Ltd., a CDO of
ABS and other structured securities managed by Capital Guardian
Trust Co., on CreditWatch with negative implications.  

At the same time, the ratings assigned to the class A-1A, A-1B,
and A-1C notes were affirmed.  The class A-1A notes have a
financial guarantee insurance policy issued by MBIA Insurance
Corp.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was last reviewed in June of 2006.  These
factors primarily include a reduction in the par available to
support the rated notes, as indicated by the decline in the
transaction's par coverage ratios.

Based on the Feb. 28 2007, trustee report, the class A/B
overcollateralization ratio was 98.28%, down from 103.61% when the
deal was last reviewed and versus the required ratio of 104%.  The
class C overcollateralization ratio was 89.90%, compared with
96.67% when the deal was last reviewed and versus the required
ratio of 101.5%.
   
               Ratings Placed On Creditwatch Negative
    
                   Capital Guardian ABS CDO I Ltd.

                         Rating
                         ------
           Class   To              From   Current balance
           -----   --              ----   ---------------
           B       BB+/Watch Neg   BB+    $70,000,000
           C       CCC/Watch Neg   CCC    $13,230,000
   
                         Ratings Affirmed
   
                   Capital Guardian ABS CDO I Ltd.

                Class     Rating     Current balance
                -----     ------     ---------------
                A-1A      AAA        $15,580,000
                A-1B      AAA        $42,500,000
                A-1C      AAA        $13,960,000
                                  
                     Other Outstanding Rating
    
                   Capital Guardian ABS CDO I Ltd.

              Class         Rating     Current balance
              -----         ------     ---------------
              Pref. shares   CC        $4,420,000


CARAUSTAR INDUSTRIES: Earns $47.3 Million in Year Ended Dec. 31
---------------------------------------------------------------
Caraustar Industries Inc. reported net income of $47.3 million on
sales of $989.9 million for the year ended Dec. 31, 2006, compared
with a net loss of $103.4 million on sales of $967.6 million for
the year ended Dec. 31, 2005.

Income from continuing operations before income taxes and minority
interest was $78.9 million in 2006, compared with a loss from
continuing operations before income taxes and minority interest of
$125 million in 2005.

The $203.9 million increase in pre-tax operating results was
primarily attributable to the gain on sale of the company's 50-
percent partnership interest in Standard Gypsum L.P., lower
restructuring and impairment costs and lower interest expense,
partially offset by a loss on redemption of debt and a decrease in
equity in income of unconsolidated affiliates.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "2006 was a year of significant
transformation for Caraustar.  We exited three mills and eighteen
converting facilities and maintained most of the business.  
Headcount was reduced by over 1,300 (23.9 percent) as a part of a
comprehensive program to improve the overall cost structure while
retaining the capability to continue to develop new products like
Kolumn Form(TM) and Binder Tex 45.

"A slowdown in the second half of 2006, driven primarily by the
housing sector, had an adverse impact on volume for both Caraustar
and the industry.  More recently, increased offshore demand for
fiber has driven costs significantly higher.  In response, we
announced paperboard and tube and core price increases, but the
standard implementation lag is expected to negatively impact the
first and second quarter.

"We are beginning to see moderate improvement in the market and we
should continue to realize the cumulative benefits of our
transformation plan.  While all encompassing, the plan also
includes capital expenditures to promote growth in our cores
businesses.  Last year we added new presses at two of our folding
carton plants and upgraded the laminating capabilities at our
Austell Boxboard mill.  For this year, we've committed capital for
the installation of five high-speed winders for our tube and core
operations and commenced operations at our new state-of-the art
Arlington tube and core converting facility."

                      Fourth Quarter Results

Net loss from continuing operations for the fourth quarter of 2006
was $10.8 million, compared to a 2005 fourth quarter net loss of
$94.5 million.  Sales from continuing operations for the fourth
quarter ended Dec. 31, 2006, were $215.1 million compared to sales
of $238.7 million for the same quarter in 2005.  The fourth
quarter 2006 and 2005 results from continuing operations included
restructuring and impairment costs of approximately $12.3 million
and $125.2 million, respectively.  The fourth quarter 2005
restructuring and impairment costs were the result of the
company's plan to exit its coated recycled boxboard (CRB)
business.  Also included in the fourth quarter of 2006 income from
operations was $2.9 million related to accelerated depreciation
for closed facilities.

The results of the Tama, Iowa mill and the company's two other
coated recycled boxboard mills, Sprague, Connecticut and Rittman,
Ohio, have been reclassified from discontinued operations to
continuing operations.  Caraustar sold the Sprague mill and the
coating equipment of the Rittman mill during the third quarter of
2006.  The Tama, Iowa mill is being retained due to improved
operating performance and market conditions for CRB in 2006.
Results for the Sprague and Rittman mills have been reclassified
as continuing operations only for the periods they were operated
by the company.  In addition to the reclassification, the company
also recorded a depreciation charge of approximately $800 thousand
in the fourth quarter of 2006 to recognize depreciation expense
for the period that the Tama mill was held for sale and not
depreciated.

The company reported a pre-tax operating loss of $18.2 million in
the fourth quarter of 2006, compared with a pre-tax operating loss
of $128 million in the same period in 2005.  The $109.8 million
decrease in pre-tax operating loss was primarily attributable to
lower restructuring and impairment costs, lower selling, general
and administrative costs and lower interest expense, partially
offset by a decrease in equity in income of unconsolidated
affiliates and lower volume.

Across all four grades of paperboard that the company produces
(folding carton, tube and core, gypsum facing and specialty),
volume in the fourth quarter declined 5.7 percent, excluding a
57.6 thousand ton decrease in coated recycled paperboard shipments
attributed to the sale of Sprague Paperboard mill and cessation of
production at the Rittman Mill, while the industry was down 5.1
percent overall.  Including Rittman and Sprague, volume was down
24.1 percent from the fourth quarter 2006 compared to 2005.  
Uncoated mill volume, excluding joint venture (PBL) tonnage,
decreased 14.1 thousand tons in the fourth quarter of 2006
compared to the same quarter last year.  Gypsum facing paper
volume decreased 30.3 percent in the fourth quarter of 2006,
primarily as a result of the housing market correction, and tube
and core shipments were down 1.3 percent versus the same period
last year.  Uncoated recycled boxboard (URB) mill utilization was
81.5 percent (85.7 percent excluding the capacity of the Lafayette
Mill, which was closed in January 2007) versus industry
utilization of 87.2 percent.

Caraustar's 50-percent owned interest in the Premier Boxboard
Limited (PBL) mill contributed $400,000 in equity in income from
unconsolidated affiliates in the fourth quarter 2006 versus
$2.3 million in equity in income from unconsolidated affiliates in
the fourth quarter of 2005.  Cash distributions were zero compared
to $3 million for the same period last year.  Both the decline in
earnings and cash distributions were attributable to a correction
in the housing market.

At Dec. 31, 2006, the company's balance sheet showed
$624.3 million in total assets, $462.7 million in total
liabilities, and $161.6 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?1bee

                            Liquidity

The company ended the year with a cash balance of $1 million
compared to $95.2 million at the end of 2005, (which was used to
partially fund the repurchase of the company's Senior Subordinated
Notes in the second quarter of 2006).  During 2006, Caraustar used
$3.1 million of cash in operating activities, compared to cash
generated from operations of $23.9 million the previous year.  
This decrease was primarily attributable to $31.5 million in lower
distributions from joint ventures, primarily Standard Gypsum.

Capital expenditures increased year-over-year from $24.3 million
to $38.2 million in 2006.  The $13.9 million increase was
primarily due to machinery and equipment upgrades in the mill and
carton systems, an investment in ERP (Enterprise Resource
Planning) software and implementation, and $1.7 million associated
with the buyout of leased equipment precipitated by the sale of
the partition business in the first quarter of 2006.

As of Dec. 31, 2006, the company had $36.1 million in borrowings
outstanding under its $135 million revolving credit facility and
$15.7 million of letters of credit outstanding that reduce
availability.  As of Dec. 31, 2006, the company had availability
under the revolver portion of the Senior Credit Facility of
$38.8 million.

                         About Caraustar

Headquartered in Austell, Georgia, Caraustar Industries Inc.
(NasdaqGM: CSAR) -- http://www.caraustar.com/-- is one of the  
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar serves the four principal recycled boxboard
product end-use markets: tubes, cores and composite cans; folding
cartons; gypsum facing paper and specialty paperboard products.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2006,
Moody's Investors Service affirmed Caraustar Industries Inc.'s B2
corporate family rating and B3 senior unsecured rating.  The
rating outlook remains stable.


CATHOLIC CHURCH: Davenport Has Until Aug. 15 to File Ch. 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
approved the request filed by the Diocese of Davenport and the
Official Committee of Creditors to have Davenport's exclusive
period to file a plan of reorganization extended through and
including Aug. 15, 2007.

The Court also extended the Diocese's exclusive period to solicit
acceptances of that plan through Oct. 14, 2007.

As reported in the Troubled Company Reporter on Feb. 7, 2007, the
Diocese and the Commitee sought the extension to:

    (a) avoid premature formulation of a Chapter 11 Plan;

    (b) allow sufficient time to determine the number and extent
        of claims to be filed by sexual abuse survivor;

    (c) allow sufficient time to negotiate settlements with
        insurance carriers;

    (d) allow sufficient time to negotiate a consensual Plan of
        Reorganization; and

    (e) ensure that the formulation of a Chapter 11 Plan
        appropriately takes into account the interests of the
        Diocese, its employees, creditors, and other parties-in-
        interest.

                  About the Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  

Davenport's exclusive period to file a plan will expire on
Aug. 15, 2007.  Its exclusive period to solicit acceptances of
its plan will expire on Oct. 14, 2007.  (Catholic Church
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court Okays Quarles as San Diego's Lead Counsel
----------------------------------------------------------------
The Roman Catholic Bishop of San Diego obtained authority from the
U.S. Bankruptcy Court for the Southern District of California to
employ Quarles & Brady LLP as its lead general reorganization and
restructuring counsel, nunc pro tunc to Feb. 27, 2007.

San Diego hired Quarles & Brady primarily due to the firm's
extensive experience in representing distressed Catholic dioceses
throughout the country, and in negotiating settlements of sexual
abuse tort claims, and out-of-court and bankruptcy court
supervised restructurings.  Susan G. Boswell, Esq., and her team
at Quarles & Brady also represented the Diocese of Tucson in its
reorganization case, which successfully confirmed a plan of
reorganization that went effective within a year.

As lead counsel for San Diego, Quarles & Brady will help the
Diocese to:

    (a) negotiate and refine a plan of reorganization, which will
        be filed soon;

    (b) select and coordinate experts' efforts that may be
        employed to ascertain the values of San Diego's assets,
        and other analyses;

    (c) evaluate real and personal property issues, including lien
        validity and perfection;

    (d) evaluate and advice on the unique aspects of the
        bankruptcy case and the laws governing the activities and
        business of a Roman Catholic diocese;

    (e) evaluate and prosecute claims that the Diocese should
        assert; and

    (f) properly administer the Diocese's assets and estate.

Quarles & Brady will be paid based on the firm's standard hourly
rates:

        Susan G. Boswell     Senior Attorney        $450
        Kasey Nye            Associate Attorney      275
        Lori Winkelman       Associate Attorney      165

San Diego has paid Quarles & Brady a retainer of $185,000, which
was in a trust account for prepetition fees and costs.  As of the
Petition Date, the outstanding amount of the Retainer was
$16,327.

Ms. Boswell, Esq., a partner at Quarles & Brady, assures Judge
Adler that the partners, counsel or associates of Quarles & Brady
are not creditors or insiders of the Diocese, and that the firm
is a "disinterested person."

                      About San Diego Diocese

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  The Diocese's exclusive period to file a
chapter 11 plan of reorganization expires on June 27, 2007.  
(Catholic Church Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CATHOLIC CHURCH: Procopio Cory Okayed as San Diego's Local Counsel
------------------------------------------------------------------
The Roman Catholic Bishop of San Diego obtained authority from the
U.S. Bankruptcy Court for the Southern District of California to
employ Procopio, Cory, Hargreaves & Savitch LLP, as its local
counsel.

Procopio Cory will serve as San Diego's local general
reorganization and restructuring counsel, nunc pro tunc to
Feb. 23, 2007.  Procopio Cory will also assist San Diego's
lead counsel, Quarles & Brady LLP.

San Diego, notes that Procopio Cory has the accessibility,
experience and resources to provide the multi-faceted legal
services needed by the Diocese.

As local counsel for San Diego, Procopio Cory will:

    (a) negotiate and refine a plan of reorganization;

    (b) select and coordinate local experts that may be employed
        to ascertain the values of San Diego's assets, and other
        analyses;

    (c) evaluate real and personal property issues;

    (d) advice on the aspects of bankruptcy and the laws governing
        the activities and business of a Roman Catholic diocese;

    (e) evaluate and prosecute claims that the Diocese should
        assert; and

    (f) perform other local activities for the proper
        administration of the Diocese's assets and estate.

Procopio Cory will be paid in its hourly rate of:

       Gerald P. Kennedy    Senior Attorney    $380
       Geraldine Valdez     Senior Counsel     $330
       Beverly Altman       Legal Assistant    $150

San Diego paid Procopio Cory an initial retainer of $5,000, which
was deposited in a trust account for all prepetition services
rendered.

Gerald P. Kennedy, Esq., a partner at Procopio Cory, assures the
Court that Procopio Cory is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

                      About San Diego Diocese

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  The Diocese's exclusive period to file a
chapter 11 plan of reorganization expires on June 27, 2007.  
(Catholic Church Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CATHOLIC CHURCH: U.S. Trustee Appoints San Diego 7-Member Panel
---------------------------------------------------------------
Steven Jay Katzman, the U.S. Trustee for Region 15, appoints
seven members to the Official Committee of Unsecured Creditors
for The Roman Catholic Bishop of San Diego's Chapter 11 case:

             (1) David Block

             (2) Cheryl Gomez

             (3) Guy Lowry

             (4) Don MacLean

             (5) Nancy Mass

             (6) A. Richard Miranda

             (7) Daniel Sanchez

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  The Diocese's exclusive period to file a
chapter 11 plan of reorganization expires on June 27, 2007.  
(Catholic Church Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CEQUEL COMMS: S&P Rates Proposed $2 Billion Term Loan at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to St. Louis, Missouri-based Cequel
Communications LLC's proposed $2.325 billion first-lien term loan.
The 'B+' rating is the same as the corporate credit rating on
Cequel and the '2' recovery rating indicates the rating agency's
expectations for substantial recovery of principal in the event of
payment default.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and stable outlook on the company, the 'B+' rating
and '2' recovery rating on the $200 million revolving credit
facility, and the 'B-' bank loan rating and '5' recovery rating on
Cequel's $675 million second-lien credit facility.  The '5'
recovery rating indicates expectations for negligible recovery of
principal in the event of payment default. Pro forma for the
latest transaction, Cequel will have $3 billion in outstanding
debt.

Proceeds from the proposed $2.325 billion first-lien term loan,
along with $58 million in cash, will be used to refinance the
existing $2.1 billion term loan and the $280 million first-lien
bridge loan at the unrestricted North Carolina subsidiary.  The
new loan has the same maturity date and covenants as the existing
term loan.

"The ratings on Cequel reflect mature revenue growth prospects for
basic video services, competitive pressure on the video customer
base from direct-to-home satellite TV providers, the potential for
increasing high-speed data (HSD) and video competition, and a
highly leveraged financial profile," said Standard & Poor's credit
analyst Naveen Sarma.

Partly tempering these factors are the company's position as the
dominant provider of pay television services in its markets and
revenue growth opportunities from advanced video services, HSD,
and voice over Internet protocol telephony.

Cequel, which operates under the brand name, Suddenlink, is the
eighth-largest cable operator in the U.S.


CITATION CORP: Court to Confirm Prepackaged Ch. 11 Plan on April 5
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
will convene a hearing on April 5, 2007, at 1:00 p.m., Prevailing
Central Time, to consider:

   a) approval of the disclosure statement describing the
      Prepackaged Chapter 11 Plan of Reorganization jointly filed
      by Citation Corp. and nine debtor-affiliates; and

   b) confirmation of the Chapter 11 Plan.

The hearing will be held at Courtroom 2, United States Bankruptcy
Court, Northern District of Alabama, 1800 Robert Vance Federal
Building, 5th Avenue North, in Birmingham, Ala.

For information about the solicitation procedures or copies of the
Disclosure Statement, the Plan, and other related documents,
contact:

   The Solicitation Agent
   Bankruptcy Services LLC
   757 Third Avenue
   New York 10017
   Attn: Laura Campbell

The Plan, which was filed along with the Debtors' bankruptcy
petition, aims to convert $160 million of debt into shares.

                        Assumptions

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

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

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

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

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

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

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

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

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

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

                     Treatment of Claims

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

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

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

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

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

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

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

    * Reinstated,

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

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

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

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

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

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

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

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

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

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

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

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

                    About Citation Corporation

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

Standard & Poor's Ratings Services lowered its corporate credit
rating on Citation Corp. to 'D' from 'CCC+' after the company
filed for Chapter 11 protection.


CITATION CORP: Wants Cochran Group as Public Relations Advisors
---------------------------------------------------------------
Citation Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
employ Cochran Group, Inc., as their public relations advisors.

The Debtors say that due to their previous bankruptcy cases, a
substantial amount of publicity will likely ensue with the filing
of the instant cases, Josef S. Athanas, Esq., at Latham & Watkins
LLP, in Chicago Illinois, tells the Court.

To counter the effect of any negative publicity, Mr. Athanas
explains, the Debtors will need the assistance of qualified
professionals to positively and accurately reflect their
reorganization efforts to the public.

The Debtors selected Cochran as their PR advisors because:

   (i) the firm provided prepetition public relations advisory
       services to the Debtors, including services rendered to
       them in their prior bankruptcy cases; and

  (ii) the firm has extensive and diverse experience, knowledge
       and reputation in the field of public relations field, as
       well as  an understanding of the issues involved in the
       Debtors' Chapter 11 cases.

Specifically, Cochran will:

   (a) assist the Debtors in their internal and external
       communications related to their proposed Plan of
       Reorganization;

   (b) develop a communications plan consisting of situation
       analysis, objectives, strategies, audiences, messaging and
       actions;

   (c) conduct communications training programs for selected
       members of the Debtors' management;

   (d) execute communications plan, including preparation and
       delivery of communication deliverables consisting of
       speeches, talking points, question-and-answer documents
       and related materials for use by designated members of
       the Debtors' management; and

   (e) assist the Debtors in media relations.

Gene Monteith, senior level associate of Cochran Group, explains
that the firm will provide the Debtors with professional services
until June 2007 at a total retainer for professional services of
$25,000, representing approximately 150 hours of work and to be
billed in monthly invoices of $4,167.

Mr. Monteith attests that Cochran 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 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. 3,
http://bankrupt.com/newsstand/or 215/945-7000).


CITATION CORP: Wants Finley Colmer as Critical Vendor Advisor
-------------------------------------------------------------
Citation Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
employ Finley, Colmer and Company as their advisor on critical
vendor and related supplier and similar issues.

The Debtors have determined, in the exercise of their business
judgment, that the size of their operations and the complexity of
their attendant financial difficulties require them to employ
experienced advisors to assist in the restructuring and
reorganizing to be proposed in their bankruptcy proceedings.

Finley Comer's services include:

   (a) reviewing information pertaining to vendor and supply
       operations;

   (b) assisting the Debtors' management with critical vendor
       issues and operations, and related-supply and vendor
       issues, both operational and financial; and

   (c) providing other necessary financial, managerial and
       operational advice to the Debtors in connection with
       their  Chapter 11 cases.

Peter W. Colmer, president of Finley Colmer, and Marc Watson,
another professional of the firm, will serve as lead
professionals performing services to the Debtors.

Mr. Colmer discloses that he and Mr. Watson will each charge $375
per hour for their services.  Other Finley professionals
rendering services are senior associates who will charge $250 per
hour, and junior associates at $110 per hour.

Mr. Colmer attests that Finley 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 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. 3,
http://bankrupt.com/newsstand/or 215/945-7000).


CITIZENS COMMUNICATIONS: Prices $750 Mil. Senior Unsecured Notes
----------------------------------------------------------------
Citizens Communications Company has priced its offering of
$300 million in aggregate principal amount of 6-5/8% senior
unsecured notes due March 15, 2015, and $450 million in aggregate
principal amount of 7-1/8% senior unsecured notes due March 15,
2019.

The issue price is 100% of the principal amount of each series
of notes.  The closing of the sale is expected on March 23, 2007.

The company intends to use the net proceeds from the offering
to refinance $200 million principal amount of indebtedness  
incurred on March 8, 2007, under a bridge loan facility
in connection with the acquisition of Commonwealth
Telephone Enterprises Inc.

The company also plans to retire for value $495.2 million
principal amount of its 7.625% Senior Notes due 2008.  Any
remaining net proceeds will paid to settle liabilities
in connection with the acquisition of Commonwealth.

                   About Citizens Communications

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

                          *     *     *

As reported in the Troubled Company Reporter on March 21, 2007,
Standard & Poor's Ratings Services assigned a 'BB+' rating to
Citizens Communications Co.'s $750 million of senior unsecured
notes due 2015 and 2019.  


CLEAN HARBORS: Earns $11.5 Million in Quarter Ended December 31
---------------------------------------------------------------
Clean Harbors Inc. reported that its net income rose to
$11.5 million for the fourth quarter ended Dec. 31, 2006, from
$7.9 million for the same period of 2005.

Clean Harbors increased revenues by approximately 20 percent to
$231.8 million in the fourth quarter of 2006 from $193.7 million
in the fourth quarter of 2005.  Income from operations grew to
$19.8 million in the fourth quarter of 2006, from $14.3 million
for the fourth quarter of 2005.  

"The fourth quarter of 2006 was a strong conclusion to the best
year in Clean Harbors' history," said Alan S. McKim, chairman and
chief executive officer.  "With solid demand across our business
lines and good weather, we delivered quarterly revenue in excess
of $200 million for the second consecutive quarter, exclusive of
any revenue attributed to Teris, which we acquired in August."

"Organic growth in the fourth quarter was primarily driven by our
Technical Services business, which continued to perform large
facilities projects," McKim said.  "Incineration volumes were
strong, and we achieved utilization of 91 percent, despite the
addition of significant capacity earlier in the year.  Reflecting
increased activity in both the United States and Canada, total
landfill volumes were nearly 30 percent higher than in the same
period in 2005."

"In Site Services, we continued our steady geographic expansion
with the opening of another branch in southern Florida," said
McKim.  "We did not have any major emergency response events in
the quarter, unlike the fourth quarter of 2005 when we posted more
than $17 million of higher margin revenue related to posthurricane
clean-up projects.  Consequently, our Site Services margins were
down, even though we generated a steady stream of small scale
projects that produced approximately $7 million in revenue in the
quarter."

Revenues for the year ended Dec. 31, 2006, increased nearly 17
percent to $829.8 million, compared with $711.2 million for full-
year 2005.  Income from operations for full-year 2006 increased 45
percent to $74.4 million versus $51.3 million in the prior year.

The company generated net income $46.7 million for the full-year
2006.  This compares with a 2005 net income of $25.6 million.

"The year 2006 was outstanding for Clean Harbors both financially
and operationally," McKim said.  "We added substantial
incineration capacity, constructed several secure landfill cells,
upgraded numerous facilities, expanded our transportation fleet,
and exceeded our Health, Safety & Compliance targets.  In support
of our successful strategy of introducing the Clean Harbors brand
into new markets and expanding our footprint, we opened six new
Site Services locations in 2006.  These initiatives enabled us to
post the largest organic increase in revenues in the company's
history."

"At the same time, we successfully completed the Teris
acquisition, which will broaden our service offerings and improve
our ability to service our customers," said McKim.  "Although
Teris is still ramping up, it turned in an exemplary month in
December.  We also met our goal of Teris being accretive in the
fourth quarter and we expect to see continued improvement
throughout 2007."

At Dec. 31, 2006, the company's balance sheet showed
$670.8 million in total assets, $497.6 million in total current
liabilities, and $173.2 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?1bf9  

                       About Clean Harbors

Headquartered in Norwell, Massachusetts, Clean Harbors Inc.
(NasdaqGS: CHLB) -- http://www.clenharbors.com/-- provides  
environmental and hazardous waste management services.   With an
infrastructure of 49 waste management facilities, including nine
landfills, six incineration locations and six wastewater treatment
centers, the company provides essential services to over 45,000
customers, including more than 325 Fortune 500 companies,
thousands of smaller private entities and numerous federal, state
and local governmental agencies.  Clean Harbors has more than 100
locations strategically positioned throughout North America in 36
U.S. states, six Canadian provinces, Mexico and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Jul. 3, 2006,
Moody's Investors Service affirmed the B1 Corporate Family Rating
on Clean Harbors Inc. and changed the outlook to positive from
stable.  


COLEMAN CABLE: Improved Liquidity Cues Moody's Ratings' Upgrades
----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Coleman Cable Inc. to B1, the existing $120 million senior
unsecured notes to B2 and the speculative grade liquidity rating
to SGL-2, following the company's strong fiscal 2006 performance
and improved liquidity.

In addition, the rating agency assigned a B2 rating to the
proposed $100 million senior unsecured note offering which is
expected to partially fund the acquisition of Copperfield LLC.  
The new ratings reflect both the overall probability of default of
the company, to which Moody's assigned a B1 rating, and the family
loss given default assessment of LGD4.  

The rating outlook is stable.  This action concludes Moody's
review for upgrade commenced on March 12, 2007.

On March 20, 2007, Coleman reported that it would finance its
$213 million acquisition of Copperfield with net proceeds from the
issuance of $100 million in senior unsecured notes along with
borrowings under a refinanced revolving credit facility.  The
rating on the $100 million senior unsecured notes is subject to
final documentation.  Copperfield is one of North America's
largest private fabricators and insulators of copper electrical
wire and cable.

Ratings assigned with a stable outlook:

   * $100 million senior unsecured notes at B2, LGD5, 75%

Ratings upgraded with a stable outlook:

   * Corporate family rating to B1,

   * Probability of default rating to B1,

   * $120 million senior unsecured notes to B2, LGD5, 75%,

   * Speculative grade liquidity rating to SGL-2.

The B1 corporate family rating reflects the improved operational
performance, liquidity and capital structure of Coleman in 2006,
as well as the anticipated positive impact on revenues and
earnings from the acquisition of Copperfield.  

During 2006, Coleman grew sales by 22%, improved margins and
generated significant operating cash flows despite a volatile
copper pricing environment and decreasing sales volumes.  The
improved operating performance is a result of Coleman's success in
passing copper price increases along to its customer base, which
Moody's expects will continue during 2007.

In addition, the company used a $115 million equity offering to
eliminate borrowings under its existing, unrated revolver,
resulting in improved FCF and leverage metrics.  The rating also
contemplates that the debt-financed acquisition of Copperfield
will temporarily raise the company's leverage in 2007.  Moody's
anticipates that the earnings potential and improved free cash
flow prospects of the combined company will allow for significant
de-leveraging during the first year.

Moody's added that the acquisition of Copperfield will further
Coleman's customer and product diversification, increase its
scale, mitigate raw material volatility through improved
purchasing power, reduce capital expenditure requirements and
provide meaningful cost saving opportunities.

The rating agency anticipates that the new $100 million senior
unsecured notes will be pari-passu to the existing $120 million
9.875% senior unsecured notes.  The $220 million of notes will
mature in 2012 and benefit from the senior unsecured guarantees of
current and future domestic subsidiaries.  The new notes will be
offered in the United States to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and outside the United States pursuant to Regulation S
under the Securities Act.  Certain covenants apply to the existing
notes including a debt incurrence test based on fixed charge
coverage of at least 2x, as well as standard language regarding
change in control, asset sales and sale and leaseback
transactions.

The stable outlook incorporates Moody's view that the combined
company will generate positive free cash flow in 2007 and 2008
while reducing its leverage, in terms of debt-to-EBITDA, below
3.5x.  The outlook anticipates continued volatility in the price
of copper and that the company will maintain ample liquidity to
support temporary spikes in working capital requirements resulting
from copper price increases.  Moody's notes the combination of the
two companies will likely result in the initial deterioration of
Coleman's EBITDA margins despite its increased scale.

The SGL-2 rating recognizes the company's improved liquidity which
will enable it to fund the cash needs of the business including
working capital requirements and capital expenditures over the
next twelve months.  Moody's expects free cash flow generation to
improve in 2007, allowing the company to repay a portion of its
acquisition related borrowings under its new revolving credit
facility. Coleman was in compliance with its covenants as of
Dec. 31, 2006.  Moody's anticipates that the company will remain
in compliance all covenants over the next twelve months.
Substantially all of the assets of the borrower and its
subsidiaries are pledged under its existing revolving credit
facility, thereby limiting alternate liquidity from the sale of
non-core assets.

Coleman Cable, Inc., headquartered in Waukegan, Illinois, is a
leading manufacturer and innovator of electrical and electronic
wire and cable products for security, sound, telecommunications,
and electrical, commercial, industrial and automotive industries.
Pro-forma revenue for the combined company is expected to exceed
$940 million in 2006.


COLEMAN CABLE: S&P Lifts Corporate Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Rating Services raised its ratings on Waukegan,
Illinois-based Coleman Cable Inc.  The corporate credit rating was
raised to 'BB-' from 'B+'; the rating on the senior unsecured
notes, which were increased to $220 million from $120 million, was
raised to 'B' from 'B-'.  The outlook is revised to stable.

"The rating actions reflect an improved business profile as well
as solid financial leverage metrics of around 3.4x, following the
acquisition of Copperfield LLC," Said Standard & Poor's credit
analyst Stephanie Crane Mergenthaler.

The benefits to Coleman Cable from the pending $213 million
acquisition include increased scale, as the acquisition doubles
the revenue and EBITDA base, as well as product and end market
diversification.  Financial leverage, pro forma for the
transaction, reached about 3.4x for 2006, a significant
improvement compared to the 5.1x as of 2005.

The ratings reflect the highly competitive and volatile wire and
cable manufacturing industry, and Coleman Cable's relatively
limited liquidity.  These factors partly are offset by the
company's moderate financial leverage, solid market positions in
higher-profit niche segments, and increased scale as well as a
broad overall mix of end markets, products, and customers.

Coleman's product line extends across a variety of niche electric
and specialty wire and cable market segments, including electrical
cords, power cables, heating and ventilation wires, and others.
Many of these market segments are smaller--but more profitable--
than larger commodity cable markets.  Broad exposure across
retail, contractor, and industrial end markets--although providing
limited organic growth opportunities--results in less cyclicality
than for wire and cable manufacturers that supply data, telecom,
and cable television markets.


COLLINS & AIKMAN: Still Unable to File Financial Reports with SEC
-----------------------------------------------------------------
Stacy Fox, executive vice president, chief administrative officer
and general counsel for Collins & Aikman Corp., reports in a
regulatory filing with the Securities and Exchange Commission that
the company is still unable to file its Form 10-k for the year
ended Dec. 31, 2006, with financial statements.  

Collins' former independent auditors, KPMG LLP, are also unable to
complete their audits of the company's 2004 and 2005 financial
statements and review of subsequent interim financial statements
because:

    -- of the ongoing independent accounting issues that are
       expected to require a restatement of certain previously
       reported periods;

    -- Collins' Chapter 11 filing; and

    -- with respect to the year ended Dec. 31, 2006, the company
       has not engaged an independent auditor to conduct an audit
       in light of its pending efforts to reorganize under
       Chapter 11 and the costs and expenses associated with the
       audit.

The company has not filed its Form 10-k for the fiscal years
ended Dec. 31, 2004, and Dec. 31, 2005, and Form 10-Q for the
fiscal quarters ended March 31, 2005; June 30, 2005; Sept. 30,
2005; March 31, 2006; June 30, 2006; and Sept. 30, 2006.

Ms. Fox relates that Collins anticipates significant change in
results of operations based on the impact of the accounting
issues.  In addition, in light of its Chapter 11 filing, Collins
anticipates that there will be a significant change in the
results of operations from the corresponding period for the prior
year, but is unable to currently assess the amount of the change
as a result of the ongoing restructuring process.

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


COLLINS & AIKMAN: Court Okays CB Richard's Employment Agreement
---------------------------------------------------------------
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 amend the terms of their employment
agreement with real estate consultants CB Richard Ellis, Inc. and
Keen Realty, LLC.

The amended real estate retention agreement dated Feb. 8, 2007,
include these material provisions:

   (a) the term of the Agreement is extended until Dec. 31, 2007;

   (b) the Consultants will be paid $35,000 per month for two  
       months in exchange for services provided during that time  
       to procure a tenant to sublease the Debtors' headquarters  
       in Southfield;

       In addition, the Consultants will receive 5% of the total
       amount that any sublessee agrees to pay or any assignee  
       assumes;

   (c) the Consultants compensation from the sale of owned  
       properties is amended from 3.75% of the gross proceeds of  
       any transaction to:

       * 6% of the aggregate gross proceeds up to $7,500,000;

       * 4.88% of the aggregate Gross Proceeds from $7,500,000  
         through $12,500,500; and

       * 3% of any aggregate Gross Proceeds in excess of  
         $12,500,501.

   (d) the Consultants are neither responsible for refunding  
       monthly fees of $35,000 paid in relation to the
       headquarters nor any future fees.

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


CORNELL COS: Earns $11.9 Million in Year Ended December 31
----------------------------------------------------------
Cornell Companies Inc. reported net income of $11.9 million on
revenues of $360.9 million for the year ended Dec. 31, 2006,
compared with net income of $306,000 on revenues of $310.8 million
for the year ended Dec. 31, 2005.

The increase in revenues is related in part to those new programs
opened in 2006, as well as improved utilization at the Regional
Correctional Center and Southern Peaks Residential Treatment
Center, offset by the closure of the Hector Garza Center in 2005.  

Income from operations was $44.8 million for 2006 compared with
$27.9 million in the prior year.  The 2006 period included
approximately $2.1 million in strategic review costs, offset by a
benefit of approximately $2.4 million associated with a one-time
contract true-up calculation (net of receipts tax) for the
Regional Correctional Center.  In addition, the 2006 period
included charges of approximately $1.9 million related to the
adoption of Statement of Financial Accounting Standards No. 123R.
The 2005 period included charges totaling $2.4 million to
streamline management and close several underperforming programs.

James E. Hyman, Cornell's chairman and chief executive officer,
said, "2006 was a successful year for Cornell both operationally
and financially.  As we move into 2007, we continue to focus on
improving utilization across our portfolio and building
foundations for future growth.  We are committed to delivering
value to our shareholders, who collectively voiced their
confidence in the company, its businesses and its management team
during the strategic process earlier this year."

For the quarter ended Dec. 31, 2006, the company reported net
income of $4.7 million, compared with net income of $1.6 million  
in the same period last year.

Revenues increased 18.5 percent to $94.1 million for the fourth-
quarter of 2006 from $79.4 million in the 2005 period.  Much of
the increase is attributable to programs opened during 2006,
including the Moshannon Valley Correctional Center and Mesa Verde
Community Correctional Facility.  In addition, improved
utilization at the Regional Correctional Center, D. Ray James
Prison and Leadership Development Program further contributed to
the revenue increase.  Average contract occupancy levels were
100.5 percent in residential facilities compared with 97.1 percent
in last year's fourth-quarter.

The company reported income from operations of $13.3 million for
the fourth-quarter of 2006 compared with income of $7.2 million in
the same quarter of 2005.  The increase in the 2006 quarter was
due primarily to those facilities previously mentioned, partially
offset by approximately $700,000 in costs associated with a
strategic review and subsequent entry in October 2006 into a
merger agreement with Veritas Capital.  Comparisons of income from
operations were also affected by costs related to New Morgan
Academy of $1 million in 2006 and $500,000 in 2005, as well as
$600,000 in net start-up costs in 2005.

At Dec. 31, 2006, the company's balance sheet showed
$523.5 million in total assets, $342 million in total liabilities,
and 181.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1bf5  

                     About Cornell Companies

Cornell Companies Inc. -- http://www.cornellcompanies.com/-- is a  
leading private provider of corrections, treatment and educational
services outsourced by federal, state and local governmental
agencies.  Cornell provides a diversified portfolio of services
for adults and juveniles, including incarceration and detention,
transition from incarceration, drug and alcohol treatment
programs, behavioral rehabilitation and treatment, and grades 3-12
alternative education.  The company has 79 facilities in 16 states
and a total service capacity of 18,477.

                          *     *     *

Standard & Poor's Ratings Services lowered its ratings on
corrections, treatment, and educational services provider
Cornell Companies Inc., including its corporate credit rating to
'B-' from 'B' in May 2005.


COUDERT BROTHERS: Files Chapter 11 Plan of Liquidation
------------------------------------------------------
Coudert Brother LLP delivered last week a Chapter 11 Plan of
Liquidation to the United States Bankruptcy Court for the Southern
District of New York.

The Plan states that on the effective date, the Liquidation Trust
Agreement will be executed by the Debtor and the Liquidation
Trustee.  Also on that date, all the estate's assts will vest in
the Liquidation Trust free and clear of all liens, claim and
encumbrances.

The Debtor and the Official Committee of Unsecured Creditors will
jointly pick the Liquidation Trustee 15 days before the
confirmation hearing.

If a dispute will arise, the Bankruptcy Court will select from the
candidates submitted by the Debtor and the Committee.

                        Treatment of Claims

Under the Plan, each holder of Secured Claims and Priority
Non-Tax Claims will be paid in full.  At the Liquidation
Trustee's option, these holders will receive:

     i. cash;

    ii. non-recourse conveyance of the Debtor's interest
        and the collateral securing the their claims; or

   iii. less favorable treatment as agreed to by the holders
        and the liquidation trustee.

Holders of General Unsecured Claims and Partner Non-Profit Claims
will receive a pro rata share of the unsecured creditor fund.

In the event there exists any disputed Secured, Priority Non-Tax,
General Unsecured, and Partner Non-Profit claims, the liquidation
trustee must maintain cash in an amount equal to the portion of
the disputed claims reserve.

On the effective date, Convenience Claim holders will receive
cash in an aggregate amount equal to a percentage of the allowed
amount determined by the Debtor before the solicitation of the
Plan.

In addition, holders of Convenience, General Unsecured, and
Partner Profit Claims will be paid from the Unsecured Creditors
fund.

Holders of Insured Malpractice Claims will be paid solely
from the proceeds of any applicable policy with respect to the
insured portion of the claim.  This holder will not receive any
distribution from the Unsecured Creditor fund.

Each holder of Partner Profit Claims, if any, will receive the
Debtor's surplus.

Holders of Interests will get nothing under the Plan.

The Unsecured Creditor Fund is the cash derived from Participating
Party Settlement Proceeds, liquidation of assets, and causes of
action recoveries, less any distributions or reserves on account
of Secured Claims, Administrative Claims, Priority Tax Claims,
Priority Non-Tax Claim, and Estate Expenses.

Participating Party Settlement Proceeds refers to cash that the
Liquidation Trustee received from a participating party under a
participating party agreement.

A full-text copy of Coudert Brother's Chapter 11 Plan of
Liquidation is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070321210053

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.  The Debtor's exclusive period to file a
plan of reorganization expires on May 20, 2007.


CRESCENT REAL: Earns $33.4 Million in Year Ended Dec. 31
--------------------------------------------------------
Crescent Real Estate Equities Co. reported net income of
$33.4 million on total property revenue of $928.7 million for the
year ended Dec. 31, 2006, compared with net income of
$101.6 million on total property revenue of $1.018 billion for the
year ended Dec. 31, 2005.

The decrease in total property revenues is primarily due to the
$130.6 million decrease in Resort Residential Development Property
revenues, the $400,000 decrease in Resort/Hotel Property revenues,
partly offset by the $41.5 million increase in Office Property
revenues.

Total property expenses decreased $81.2 million, or 11%, to
$658 million for the year ended Dec. 31, 2006, as compared to
$739.2 million for the year ended Dec. 31, 2005.

Total other expenses increased $1.8 million, or 0.7%, to
$251.8 million for the year ended Dec. 31, 2006, compared to
$250 million for year ended Dec. 31, 2005.

The $12 million increase in the income tax benefit for the year
ended Dec. 31, 2006, is primarily due to a $10.8 million increased
tax benefit due to decreases from 2005 to 2006 in taxable income
of the Resort Residential Development Properties and a
$2.1 million decrease in tax expense related to 2005 income from
the G2 Opportunity Fund L.P. and SunTx Fulcrum Fund L.P.
investments.

Income from discontinued operations on assets sold and held for
sale, net of minority interests and taxes, decreased $78.4 million
to $13.8 million primarily due to:

  -- a decrease of $74.8 million, net of minority interest and
     taxes due to an $89.2 million aggregate gain on the sale of
     four properties in 2005 compared to $14.4 million aggregate
     gain on sale of three properties in 2006; and
  
  -- a decrease of $4.5 million income, net of minority interest
     and taxes, due to the reduction of net income associated with
     properties held for sale in 2006 compared to 2005.

At Dec. 31, 2006, the company's balance sheet showed
$4.046 billion in total assets, $2.798 billion in total
liabilities, $125.7 million in total minority interests, and
$1.122 billion in total stockholders' equity.

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

During the year ended Dec. 31, 2006, cash flow from operations was
insufficient to fully cover the distributions on the company's  
common shares.  This shortfall was funded primarily with a
combination of proceeds from asset sales and borrowings under the
company's credit facility.  Cash used in operating activities was  
$102.8 million in 2006, compared with cash provided by operating
activities of $139.6 million in 2005.

At Dec. 31, 2006, the company had cash and cash equivalents of
$77,550,000, compared to cash and cash equivalents of $86,228,000
at Dec. 31, 2005.

                          About Crescent

Headquartered in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is a real  
estate investment trust.  Through its subsidiaries and joint
ventures, Crescent owns and manages a portfolio of 71 premier
office buildings totaling 28 million square feet located in select
markets across the United States with major concentrations in
Dallas, Houston, Austin, Denver, Miami, and Las Vegas.  Crescent
also strategically invests in resort-residential developments and  
in destination resorts such as Fairmont Sonoma Mission Inn(R) in
Sonoma, California; and in the wellness lifestyle leader, Canyon
Ranch(R).

                          *     *     *

Moody's Investors Service assigned a B3 rating to Crescent Real
Estate Equities Company's preferred stock on Nov. 11, 2004.

Standard & Poor's assigned a BB- long-term foreign and local
issuer credit rating to Crescent Real Estate Equities Company on
June 30, 2004.


DANA CORP: Gives Update on Dana Credit Forbearance Pact
-------------------------------------------------------
As of the bankruptcy filing of Dana Corp. and its debtor-
affiliates, Dana Credit Corporation, a non-debtor subsidiary of
Dana Corp., had outstanding notes aggregating approximately
$399,000,000.

The holders of a majority of the outstanding principal amount of
the DCC Notes previously formed an Ad Hoc Committee, which
asserted that the DCC Notes had become immediately due and
payable.  Two DCC noteholders that were not part of the Ad Hoc
Committee also sued DCC for non-payment of principal and accrued
interest on their DCC Notes.

On Dec. 18, 2006, DCC and the holders of approximately 95% of
the outstanding principal amount of the DCC Notes finalized and
executed a Forbearance Agreement.  Among other things, the
parties agree that the Noteholders will forbear from exercising
their rights or remedies under any of the DCC Note documents or
applicable law for a period of 24 months, during which time DCC
will endeavor to sell its remaining portfolio assets in an
orderly manner and will use the proceeds to pay down the DCC
Notes.

Dana reports that as of December 2006, DCC has paid $7,700,000 to
the two DCC Noteholders in full settlement of their claims.  DCC
also paid $155,000,000 to certain forbearing noteholders,
consisting of $125,400,000 of principal, $28,100,000 of interest,
and a one-time $1,500,000 prepayment penalty.

                         About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Gives Updates on Status of Various Claims
----------------------------------------------------
Dana Corp. has disclosed in its 2006 Annual Report that
approximately 14,800 proofs of claim, totaling approximately
$26,100,000,000, have been filed with the Bankruptcy Court.

Dana believes that 2,200 of the claims, totaling $20,300,000,000,
should be disallowed by the Bankruptcy Court, primarily because
those claims appear to be amended, duplicative or solely equity-
based.  In January 2007, the Court expunged approximately 500
claims totaling approximately $250,000,000.

Dana has identified approximately 2,000 claims, totaling
approximately $700,000,000 related to asbestos, environmental and
litigation claims.  Dana relates that obligations with respect to
asbestos claims will be addressed in its plan of reorganization,
if not otherwise addressed pursuant to orders of the Bankruptcy
Court.

The company is continuing its evaluation of approximately 10,600
claims, totaling approximately $5,100,000,000, alleging rights to
payment for financing, trade debt, employee obligations, tax
liabilities and other matters, Michael L. DeBacker, Dana's vice
president, general counsel and secretary, says.

                         About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DLJ MORTGAGE: S&P Issues Default Rating on Class B-4 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-4 commercial mortgage pass-through certificates from DLJ
Mortgage Acceptance Corp.'s series 1995-CF2 to 'D' from 'CCC'.

The downgrade of the class B-4 certificates reflects a $254,310
principal loss to the outstanding principal balance of the
securities due to the liquidation of one asset that was with the
special servicer, LNR Partners Inc.  The Sungate Apartments loan
had a total exposure of $3.5 million and was secured by a 232-unit
apartment complex built in 1974 in Amarillo, Texas.

The Jan. 17, 2007, remittance report stated that the asset was
liquidated and caused a $2.2 million realized loss to the trust.
The remaining $1.9 million portion of the realized loss was
allocated to the unrated class C certificates from this
transaction and reduced the principal balance to zero.


ENVIRONMENTAL SYSTEMS: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Environmental
Systems Products Holdings Inc.'s following financial performance
that was below expectations and resulting constraints in financial
flexibility.

As part of this action, the Corporate Family Rating was downgraded
to B3 from B2, which resulted in a corresponding downgrade of all
instrument ratings as set out below.

The ratings are under review for a further downgrade.

Notwithstanding relatively modest adjusted leverage in relation to
current EBITDA generation for the rating category (about 4.2x) and
solid adjusted free cash flow generation supported by the
company's leadership position in light-duty vehicle emissions
testing in the US, the downgrade reflects uncertainties regarding
the company's efforts to generate alternative revenue streams in
the medium term by leveraging its core competencies on the testing
front to replace expiring testing programs.  The ratings are
further constrained by a trend of declining revenues in recent
years, the company's exposure to environmental regulation and the
relatively short maturity profile of the company's portfolio of
centralized testing contracts.

Moody's took these rating actions:

   * Downgraded the $5 million senior secured first lien revolving
     credit facility due 2008 to Ba3, LGD2, 11% from Ba2, LGD2,
     12%;

   * Downgraded the remaining $55 million senior secured first
     lien Term Loan B due 2008 to Ba3, LGD2, 11% from Ba2, LGD2,
     12%;

   * Downgraded the $162 million guaranteed second lien senior
     secured term loan due 2010 to Caa1, LGD4, 66% from B3, LGD4,
     67%;

   * Downgraded the Corporate Family Rating to B3 from B2;

   * Downgraded the Probability of Default Rating to B3 from B2;

The ratings are under review for a possible downgrade.

Environmental Systems Products Holdings Inc., with 2006 revenues
of approximately $206 million, is headquartered in East Granby,
Connecticut.  Through its Envirotest Systems Corp. operating
subsidiary, the company operates centralized vehicle emission
testing programs under multi-year contracts entered into with
state, provincial and municipal governments.  Through its
Environmental Systems Products, Inc. operating subsidiary, the
company designs, assembles and sells vehicle emission testing
equipment to decentralized facilities.  ESP is a privately held
company, of which approximately 68% is controlled by Credit Suisse
Private Equity.


FAYETTEVILLE PARTNERS: Files Reorganization Plan in Texas
---------------------------------------------------------
Fayetteville Partners Limited Liability Co. filed with the U.S.
Bankruptcy Court for the Northern District of Texas its chapter 11
plan of reorganization, the Fayetteville Observer reports.  The
plan aims to pay nearly all debts.

The Observer relates that the Debtor has $60,000 in assets
including $40,000 in bills owed to the Debtor.  The Debtor however
estimates that the hotel and furniture could be sold at a public
auction for $2.55 million.

With reportedly $2.39 million in debt, $32,000 of which is
unsecured, the Debtor, under its plan, will pay 25% of the debt
and the balance will be paid within a six-year period.

Equity holders will retain their interests but only if creditors
approve the plan.  Otherwise, the shares will also be auctioned
off, the Observer further relates.

Headquartered in Dallas, Texas, Fayetteville Partners Limited
Liability Co. owns the Fayetteville Inn & Suites.  The company
filed for chapter 11 protection on Oct. 12, 2006 (Bankr. N.D. Tex.
Case No. 06-34404).  Joyce W. Lindauer, Esq., in Dallas,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million and $10 million.


FIRST FRANKLIN: S&P Assigns D Rating on 2003-FFH1 Class B-1 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
M-3, M-4, and B-1 mortgage-backed securities issued by First
Franklin Mortgage Loan Trust 2004-FFC.  At the same time, ratings
were lowered on 21 classes from eight other First Franklin
transactions.  Of the lowered ratings, 12 were placed on
CreditWatch with negative implications, four remain on
CreditWatch, where they were placed with negative implications on
various dates, and four were removed from CreditWatch negative.

In addition, the ratings on four other classes were placed on
CreditWatch with negative implications. Concurrently, the ratings
on 66 classes from various First Franklin deals were affirmed.

The raised ratings are based on sufficient credit enhancement
levels to support the certificates at the higher rating levels.
The projected credit support percentages are at least 2.42x the
credit enhancement associated with the higher rating categories.
In addition, it is projected that these certificates will pay off
before the step-down of credit enhancement occurs.

The lowered ratings and negative CreditWatch placements are based
on pool performance that has allowed credit enhancement to begin
declining.  Monthly losses have been exceeding the monthly excess
interest amounts in these deals, which has caused the
overcollateralization percentages to fall below their targets.  

In addition, the current delinquency levels suggest that this
trend could continue. Currently, 90-plus-day delinquencies range
from 7.60% to 31.84% of the current pool balances.  Cumulative
losses range from 0.37% to 2.71% of the original pool balances.

Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch.  If monthly
losses decline to a point at which they no longer outpace monthly
excess interest and the level of O/C has not been further eroded,
the rating agency will affirm the ratings and remove them from
CreditWatch.

Conversely, if losses continue to outpace excess interest and the
levels of O/C continue to decline, further negative rating actions
can be expected.

The removal of the four ratings from CreditWatch reflects the
downgrade of the classes to 'CCC'.  According to Standard & Poor's
surveillance practices, classes of certificates or notes from RMBS
transactions with ratings lower than 'B-' are no longer eligible
to be on CreditWatch negative.

The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on the
securities.  Credit support for all of these transactions is
provided by a combination of excess spread, O/C, and
subordination.

The underlying collateral in these transactions consists of pools
of fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.  The
transactions denoted with an "H" in the series consist of first-
lien mortgages with loan-to-value ratios that are generally in
excess of 90%.  These mortgages were originated or purchased by
First Franklin Financial Corp. according to guidelines that
target borrowers with less-than-perfect credit histories.  The
guidelines are intended to assess both the borrower's ability to
repay the loan and the adequacy of the value of the property
securing the mortgage.

                          Ratings Raised

             First Franklin Mortgage Loan Trust 2004-FFC

                                   Rating
                                   ------
               Class         To                From
               -----         --                ----
               M-3           AAA               A
               M-4           AA                A-
               B-1           A                 BBB+
        
                    Ratings Lowered And Placed
                     On Creditwatch Negative
   
                First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
        Series        Class         To                From
        ------        -----         --                ----
        2003-FFH1     M-3           BBB-/Watch Neg    A-
        2003-FFH1     M-4           BB/Watch Neg      BBB+
        2003-FFH2     M-4           BB/Watch Neg      BBB+
        2003-FFB      B-1           B/Watch Neg       BBB
        2003-FFB      B-2           B-/Watch Neg      BBB-
        2003-FF5      M-5           BB/ Watch Neg     BBB
        2003-FF5      M-6           BB-/Watch Neg     BBB-
        2003-FF5      B             B/Watch Neg       BB+
        2004-FFH1     M-7           BBB-/Watch Neg    BBB+
        2004-FFH1     M-8           BB/Watch Neg      BBB
        2004-FF7      B             BB/Watch Neg      BBB-
    
                  Ratings Lowered And Remaining
                     On Creditwatch Negative
      
                First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
     Series        Class         To                    From
     ------        -----         --                -------------
     2001-FF2      M-2           BB/Watch Neg      A+/Watch Neg
     2003-FFH2     M-5           BB-/Watch Neg     BBB/Watch Neg
     2004-FFH2     B-2           B/Watch Neg       BB/Watch Neg
     2004-FFH1     M-9           BB-/Watch Neg     BBB-/Watch Neg
         
                    Ratings Lowered And Removed
                     From Creditwatch Negative
    
                First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
       Series        Class         To                   From
       ------        -----         --                -----------
       2001-FF2      M-3           CCC               B/Watch Neg
       2003-FFH1     M-5           CCC               B/Watch Neg
       2003-FFH2     M-6           CCC               B/Watch Neg
       2004-FFH1     B             CCC               B+/Watch Neg
      
                         Rating Lowered
    
                First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
         Series        Class         To                From
         ------        -----         --                ----
         2003-FFH1     B-1           D                 CCC
     
              Ratings Placed On Creditwatch Negative
    
                First Franklin Mortgage Loan Trust

                                           Rating
                                           ------
        Series        Class         To                From
        ------        -----         --                ----
        2003-FFH1     M-2           A/Watch Neg       A
        2003-FFH2     M-3           A-/Watch Neg      A-
        2004-FFH1     M-6           A-/Watch Neg      A-
        2004-FFH3     B-2           BB/Watch Neg      BB
    
                         Ratings Affirmed
            
                First Franklin Mortgage Loan Trust

       Series     Class                              Rating
       ------     -----                              ------
       2001-FF2   A-1, A-2, M-1                      AAA
       2003-FFB   M-1                                AA
       2003-FFB   M-2                                A
       2004-FFC   B-2                                BBB
       2004-FFC   B-3                                BBB-
       2004-FFC   B-4                                BB
       2003-FFH1  M-1                                AA
       2003-FFH2  M-1A, M-1B                         AA
       2003-FFH2  M-2                                A
       2003-FF5   A-1, A-2, A-3                      AAA
       2003-FF5   M-1                                AA
       2003-FF5   M-2                                A
       2003-FF5   M-3                                A-
       2003-FF5   M-4                                BBB+
       2004-FFH1  M-1                                AA+
       2004-FFH1  M-2                                AA
       2004-FFH1  M-3                                AA-
       2004-FFH1  M-4                                A+
       2004-FFH1  M-5                                A
       2004-FFH2  A-1, A-3, A-4                      AAA
       2004-FFH2  M-1                                AA+
       2004-FFH2  M-2                                AA
       2004-FFH2  M-3                                AA-
       2004-FFH2  M-4                                A+
       2004-FFH2  M-5                                A
       2004-FFH2  M-6                                A-
       2004-FFH2  M-7                                BBB+
       2004-FFH2  M-8                                BBB
       2004-FFH2  M-9                                BBB-
       2004-FFH2  B-1                                BB+
       2004-FFH3  I-A1, I-A2, II-A2, II-A3, II-A4    AAA
       2004-FFH3  M-1                                AA+
       2004-FFH3  M-2                                AA
       2004-FFH3  M-3                                AA-
       2004-FFH3  M-4                                A+
       2004-FFH3  M-5                                A
       2004-FFH3  M-6                                A-
       2004-FFH3  M-7                                BBB+
       2004-FFH3  M-8                                BBB
       2004-FFH3  M-9                                BBB-
       2004-FFH3  B-1                                BB+
       2004-FF7   A-1, A-2, A-3, A-4, A-5            AAA
       2004-FF7   M-1                                AA+
       2004-FF7   M-2                                AA
       2004-FF7   M-3                                AA-
       2004-FF7   M-4                                A+
       2004-FF7   M-5                                A
       2004-FF7   M-6, M-7                           A-
       2004-FF7   M-8                                BBB+
       2004-FF7   M-9                                BBB


FREEPORT-MCMORAN: High Leverage Cues Fitch to Rate Stock at B+
--------------------------------------------------------------
Fitch has rated the Freeport-McMoRan Copper & Gold Inc.'s
mandatory convertible preferred stock issue at 'B+'.  The issue is
expected to generate some $1 billion in gross proceeds.

The Outlook is Stable.

The proceeds of the new preferred issue together with a secondary
offering of 35 million shares of common stock will be used to
repay borrowings under the secured term loans used to finance, in
part, the acquisition of Phelps Dodge Corporation.

The mandatory convertible preferred stock is not redeemable and
has a mandatory conversion date of May 1, 2010.  The issue will
rank on parity with Freeport's outstanding 5 1/2% convertible
perpetual preferred stock.

The ratings reflect Freeport's position as the world's
second-largest copper producer, its diversified operations and
strong liquidity, as well as the company's exposure to copper
prices and its relatively high financial leverage.

The outlook is for copper producers to continue to benefit from a
strong pricing environment over the near term.


GLOBAL SIGNAL: Fitch Holds BB+ Rating on $122 Mil. Class F Certs.
-----------------------------------------------------------------
Fitch affirms Global Signal Trust III, series 2006-1, commercial
mortgage pass-through certificates:

   -- $352.4 million class A-1-FX at 'AAA';
   -- $350 million class A-1-FL at 'AAA';
   -- $132.2 million class A-2 at 'AAA';
   -- $175.7 million class B at 'AA';
   -- $175.7 million class C at 'A';
   -- $175.7 million class D at 'BBB';
   -- $65.9 million class E at 'BBB-'; and
   -- $122.4 million class F at 'BB+'.

The affirmations are due to the stable performance of the
collateral.

As of the March 2007 distribution date, the collateral balance
remains unchanged at $1,550 billion at issuance.  The loan is
secured by mortgages on 6,050 wireless communication sites and
cross-guaranteed, first priority perfected security interest in
100% of the equity interest of each of the three borrowers, which
have combined interest in 7,820 wireless communication sites,
based on a management report dated Dec. 31, 2006.

As part of its review, Fitch analyzed the management report
provided by the servicer, Midland Loan Services.  As of
fourth-quarter 2006, aggregate annualized run rate revenue
increased to $389.3 million, an 11.9% increase from issuance.  The
actual servicer-reported debt service coverage ratio was 2.52x.

The tenant type concentration is stable; total revenue contributed
by telephony tenants is 79.1% compared to 77.6% at issuance.


GOODYEAR TIRE: To Refinance $2.7 Bil. & EUR505MM Debt Facilities
----------------------------------------------------------------
The Goodyear Tire & Rubber Company intends to refinance its
principal credit facilities, including:

   * a $1.5 billion first-lien credit facility due April 30, 2010;

   * a $1.2 billion second-lien term loan facility due April 30,
     2010; and

   * a EUR505 million credit facility for the company's Goodyear
     Dunlop Tires Europe affiliate due April 30, 2010.

Goodyear expects to amend, restate and extend these facilities to
provide for:

   * a $1.5 billion first-lien credit facility due in 2013,

   * a $1.2 billion second-lien term loan due in 2014 and

   * a EUR505 million European revolving credit facility due in
     2012.

The transaction is subject to normal conditions and the execution
of definitive documentation.  The facilities are expected to close
in April.

                      Low-B Ratings Affirmed

Last week, Fitch Ratings affirmed its ratings for The Goodyear
Tire & Rubber Company, including the 'B' rating on the company's
$300 million third lien term loan, and 'CCC+' rating on its senior
unsecured debt.  The rating agency revised the rating outlook to
stable from negative.

Fitch noted that at Dec. 31, 2006, the company had approximately
$7.2 billion of debt outstanding, prior to a paydown of bank debt
in January.

The revision to a Stable Outlook, Fitch said, reflects its
expectation for further improvement in the company's operating
profile as it recovers from the labor strike and continues to
implement its cost-savings plan.

In addition, Fitch noted that the company faces significant cash
requirements that could contribute to negative cash flow in 2007.  
The requirements, the rating agency said, include pension
contributions, capital expenditures, an increase in working
capital requirements as the company rebuilds inventory, and debt
and interest payments.  

Fitch's other rating concerns include an improving but still high
cost structure in North America, high raw material costs, weak
demand in North America, and competitive pricing in certain other
markets.

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

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

             About The Goodyear Tire & Rubber Company

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


GRAFTECH INTERNATIONAL: Earns $91.3 Million in Year Ended Dec. 31
-----------------------------------------------------------------
GrafTech International Ltd. reported net income of $91.3 million
on net sales of $885.4 million for the year ended Dec. 31, 2006,
compared with a net loss of $125.2 million on net sales of
$773 million for the year ended Dec. 31, 2005.

Net sales increased 11 percent, to $855.4 million, versus 2005 net
sales of $773 million.  Graphite electrode sales volume increased
5 percent to 211 thousand metric tons, versus 201 thousand metric
tons in 2005.

Gross profit increased 14 percent, to $249.3 million or 29.1
percent of net sales, as compared to $219.2 million, or 28.4
percent of net sales, in 2005.

Income from continuing operations was $42.4 million, versus a net
loss from continuing operations of $120.5 million in 2005.

Income from discontinued operations, which includes the gain from
sale of discontinued operations of $58.6 million in 2006, was
$48.9 million, versus a loss from discontinued operations in 2005
of $4.6 million.

Net cash provided by operating activities was $64.2 million,
versus $8 million in 2005.

Craig Shular, chief executive officer of GrafTech, commented, "Our
team made significant progress in 2006 toward our stated goal of
debt reduction.  The sale of our non-strategic cathode business
together with strong operating cash flow performance allowed us to
complete the year with net debt below $510 million, better than
our original target.  This represents a $180 million improvement
in net debt and nearly a $100 million improvement in free cash
flow year over year and positions the company well as we move into
2007."

At Dec. 31, 2006, the company's balance sheet showed
$906.2 million in total assets, $1.016 billion in total
liabilities, and $3.7 million in minority stockholders' equity in
consolidated entities, resulting in a $113.9 million total
stockholders' deficit.

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?1be1  

                      Discontinued Operations

On Dec. 5, 2006, the company completed the sale of its 70% equity
interest in Carbone Savoie and other assets used in and
liabilities related to its former cathode business to Alcan
France, for approximately $135 million less certain price
adjustments and the purchaser's assumption of liabilities.  

                          About GrafTech

Based in Parma, Ohio, GrafTech International Ltd. (NYSE: GTI) --
http://www.graftechaet.com/-- manufactures and providess high  
quality synthetic and natural graphite and carbon based products
and technical and research and development services, with
customers in 80 countries engaged in the manufacture of steel,
automotive products and electronics.  The company manufactures
graphite electrodes, products essential to the production of
electric arc furnace steel.  The company also manufactures thermal
management, fuel cell and other specialty graphite and carbon
products for, and provide services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets.  GrafTech operates 11 state of the art
manufacturing facilities strategically located on four continents.

                          *    *    *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for Graftech International Ltd.


GREENPARK GROUP: Court OKs Robert Bicher as Bankruptcy Consultant
-----------------------------------------------------------------
The Honorable Erithe A. Smith of the U.S. Bankruptcy Court for
the Central District of California gave Greenpark Group LLC and
its debtor-affiliates permission to employ Robert F. Bicher &
Associates, as their bankruptcy consultant.

The firm will:

     a. advise and assist the Debtors with respect to compliance
        with the U.S. Trustee Chapter 11 notices, guides and
        revisions;

     b. assist in the preparation of schedules and statement of
        affairs, and any amendments thereto;

     c. prepare the U.S. Trustee's monthly operating reports; and

     d. take action and perform other services as the Debtors may
        require the firm in connection with its cases.

The Debtor told the Court that the firm received a $30,000
postpetition retainer.

Robert F. Bicher, III, a financial consultant and owner of the
firm, will charge the Debtors at $270 per hour for this engagement
while Lori J. Ensley, staff accountant of the firm, will bill at
an hourly rate of $180.

Mr. Bicher assured the Court that his firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Bicher can be reached at:

     Robert F. Bicher, III
     Owner and Financial Consultant
     1220 Monte Vista Drive
     Redlands, California 92375
     
Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


GREENPARK GROUP: Selects Gary Miura as Tax Accountant
-----------------------------------------------------
Greenpark Group LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Central District of California
for permission to employ Gary C. Miura, CPA, as their tax
accountants.

Mr. Miura will:

     a. prepare the Debtors' 2006 federal and applicable state
        limited liability company tax returns; and

     b. perform additional accounting functions and services as
        the Debtors and their general insolvency counsel deem
        necessary and appropriate in connection with the
        administration of their Chapter 11 cases.

The Debtors tell the Court that Mr. Miura will bill $175 per hour
for this engagement.

To the best of the Debtors' knowledge Mr. Miura does not hold any
interest adverse to the Debtors' estate and is "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Miura can be reached at:

     Gary C. Miura, CPA
     13428 Maxella Avenue, No. 202
     Marina del Rey, California 92375

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


GS MORTGAGE: Fitch Holds Low-B Ratings on 6 Certificate Classes
---------------------------------------------------------------
GS Mortgage Securities Corporation II 2005-GG4, commercial
mortgage pass-through certificates are affirmed by Fitch:

   -- $87.5 million class A-1 at 'AAA';
   -- $43.8 million class A-1P at 'AAA';
   -- $160.4 million class A-DP at 'AAA';
   -- $349.9 million class A-2 at 'AAA';
   -- $288.7 million class A-3 at 'AAA';
   -- $207.3 million class A-ABA at 'AAA';
   -- $29.6 million class A-ABB at 'AAA';
   -- $500 million class A-4 at 'AAA';
   -- $1.2 billion class A-4A at 'AAA';
   -- $167.4 million class A-4B at 'AAA';
   -- $169.4 million class A-1A at 'AAA';
   -- $300.1 million class A-J at 'AAA';
   -- Interest-only class X-P* at 'AAA';
   -- Interest-only class X-C* at 'AAA';
   -- $65 million class B at 'AA';
   -- $35 million class C at 'AA-';
   -- $75 million class D at 'A';
   -- $40 million class E at 'A-';
   -- $55 million class F at 'BBB+';
   -- $45 million class G at 'BBB';
   -- $40 million class H at 'BBB-';
   -- $20 million class J at 'BB+';
   -- $20 million class K at 'BB';
   -- $20 million class L at 'BB-'
   -- $10 million class M at 'B+'
   -- $10 million class N at 'B';
   -- $10 million class O at 'B-'.

The $55 million class P is not rated by Fitch.

The affirmations are due to stable performance and credit
enhancement levels since issuance.  As of the March 2007
remittance, the transaction's aggregate principal balance has
decreased by 0.63% to $3.96 billion from $4.00 billion at
issuance.

There is one loan in special servicing, the Astor Crowne Plaza
loan (2.11%).  The 707-key full-service hotel, built in 2002, is
located in New Orleans, Louisiana.  The hotel sustained minor
damage from Hurricane Katrina in September 2005.  The hotel is
open and fully operational.  However, it has experienced
deteriorating performance due to reduced levels of tourism in New
Orleans.  The special servicer has executed a forbearance
agreement with the borrower.

Fitch reviewed servicer provided financial statements for the
three credit assessed loans:

   * the Streets at Southpoint (4.16%),
   * 200 Madison Avenue (1.13%), and
   * Cascade Mall (1.00%).

Based on the stable performance of the three credit assessed
loans, Fitch maintains investment grade credit assessments for all
of them.

The Streets at Southpoint loan is secured by 583,696 square feet
of a 1.3 million square foot (sq.ft.) regional shopping mall
located in Durham, North Carolina.  The mall was built in 2002,
and is anchored by Hecht's, Hudson Belk, and Nordstrom.  The mall
was 98.5% occupied as of Sept. 30, 2006, compared to 99.9%
occupied at issuance.

The 200 Madison Avenue loan is secured by a 666,188 sq.ft.,
26-story office building located in Manhattan, New York City.  As
of year-end 2006, the building was 99.4% occupied, a slight
improvement over the 98.2% occupancy rate at issuance.  The loan's
YE06 Fitch-adjusted debt-service coverage ratio on net cash flow
was 1.56x, compared to 1.50x at issuance.  Fitch's adjusted NCF is
calculated using a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.

The Cascade Mall loan is secured by a 434,051 sq.ft. regional
shopping mall located in Burlington, Washington.  It is anchored
by Macy's (25.5%) and Sears (17.0%).  Occupancy has improved - the
mall was 92.8% occupied as of Sept. 30, 2006, compared to 85.6%
occupied at issuance.


HANCOCK FABRICS: Court Approves $105 Million DIP Financing
----------------------------------------------------------
Hancock Fabrics Inc. received approval from the U.S. Bankruptcy
Court for the District of Delaware of a $105 million debtor-in-
possession financing arrangement with Wachovia Bank, N.A., in
which Hancock will gain additional borrowing capacity necessary to
operate successfully under Chapter 11.

In addition, the company has reached an agreement in principle
with another lender for an additional loan of up to $17.5 million.

Hancock also received bankruptcy court approval for a number of
"First Day Motions" to support its employees, customers, vendors
and other stakeholders.  Among other things, the Bankruptcy Court
approved requests to continue to pay Hancock's employees and to
fulfill the needs of the company's customers.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics, Inc.
(NYSE: HKF) -- http://www.hancockfabrics.com/-- is a specialty  
retailer of fashion and home decorating textiles, sewing
accessories, needlecraft supplies and sewing machines.  The
company offers a large selection of fabric, quilting fabric,
upholstery fabric, fleece fabric and drapery fabric.  

The company and its debtor-affiliates filed for Chapter 11
protection on March 21, 2007 (Bankr. D. Del. Case No. 07-10353).  
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed total assets of $241,873,900 and
total debts of $161,412,000.


HERMAN LAMBETH: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Herman Eugene Lambeth, Sr.
        27901 County Road 64 Extension
        Robertsdale, AL 36567

Bankruptcy Case No.: 07-10770

Chapter 11 Petition Date: March 21, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  Barry A. Friedman and Associates, P.C.
                  P.O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400

Total Assets:   $301,876

Total Debts:  $1,152,691

Debtor's 15 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
   John Deere Credit                             $62,002
   P.O. Box 6600
   Johnston, IA 50131-6600

   Hitachi Captial America                                 $37,290
   P.O. Box 5700
   Norwalk, CT 06856-5700

   Navistar Financial                                      $36,757
   425 Nort Martin Gale Road
   South Elgin, IL 60177

   Atlantic Financial                                      $21,595

   Sovereign                                               $14,391

   Harley Davidson Credit                                   $9,590

   Feaster Oil Co.                                          $2,279

   Strachan Service, Inc.                                   $2,096

   Davidson Oil                                               $994

   Powerl Plan                                                $838

   Clutch & Power Train                                       $543

   Bay Transmission                                           $433

   Southern Tires                                             $171

   Sweat Tires                                                 $74

   Capital Volvo                                                $1


HOME PRODUCTS: Completes Restructuring and Recapitalization
-----------------------------------------------------------
Home Products International Inc. disclosed Wednesday that the
company and its U.S. subsidiary, Home Products International -
North America, have emerged from chapter 11, and the company's
Second Amended Chapter 11 Plan of Reorganization has become
effective.

"The emergence from chapter 11 represents the final milestone in
our reorganization process and a new day for the Company," stated
George Hamilton, President and CEO of HPI," Michael Fineman of
Third Avenue Management LLC and Chairman of the Board of HPI
stated.  

"We were able to complete this challenging process in an
extraordinarily short time period due to the cooperation and
participation of our customers, suppliers, bondholders,
shareholders and employees, all of whom helped reposition the
Company for long-term success.  

"The Company has emerged with a strong, revitalized balance sheet
and is well positioned for continued future growth in our core
markets, and to continue to provide the best products in the
Housewares Industry with outstanding customer service."

"We are proud of the fact that we were able to emerge so rapidly
and that our trade creditors were unaffected by the process," Mr.
Fineman added.

Under the terms of the Plan, the company's 9.625% Senior
Subordinated Notes have been converted into approximately 95% of
the company's post-bankruptcy equity, subject to dilution, and the
company's existing common stock has been extinguished.  

Certain holders of such common stock have received the remaining
approximately 5% of the company's post-bankruptcy equity, subject
to dilution.  All trade suppliers and other unsecured creditors
are unimpaired by the Plan.

As part of its emergence from chapter 11, the company has obtained
$75 million in financing, which includes an exit financing
facility of $50 million from Bank of America, the same lender who
provided the company with its prepetition financing and debtor in
possession financing, and the issuance by the company of new
convertible notes in the aggregate principal amount of
$25 million.

In connection with the Plan, the company's prepetition bondholders
and shareholders have rights to purchase the new convertible
notes, with such issuance being backstopped by certain affiliates
of Third Avenue Management LLC, the reorganized company's largest
equity holder, and Storage Acquisition Company, LLC, the former
majority equity holder of the company.  A portion of the notes
were issued upon emergence with the remainder to be issued at the
end of the month.  The proceeds of such financings will be used to
fund distributions under the Plan and to provide ongoing working
capital for growth plans.

Also effective with the company's emergence from chapter 11, HPI's
previous Board of Directors was succeeded by a new Board of
Directors selected under the Plan.  The new board members joining
CEO George Hamilton are:

    * Thomas Ferguson, former President and COO of Newell
      Rubbermaid, Inc.;

    * Gene Moriarty, President and CEO of Brown Jordan
      International, Inc.;

    * Lewis (Mick) Solimene, Managing Director, Giuliani Capital
      Advisors;

    * Philip Tinkler with Equity Group Investments, LLC;

    * Michael Fineman; and

    * Keith Bloomfield of Third Avenue Management LLC.

A full-text copy of Home Product's Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?1952

A full-text copy of Home Product's Second Amended Plan of
Reorganization is available for free at:

               http://ResearchArchives.com/t/s?1953

                        About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and markets
ironing boards, covers, and other high-quality, non-electric
consumer houseware products.  The Debtor's product lines include
laundry management products, bath and shower organizers, hooks,
hangers, home and closet organizers, and food storage containers.
Their products are sold under the HOMZ brand name, and are
distributed to hotels, discounters, and other retailers such as
Wal-Mart, Kmart, Sears, Home Depot, and Lowe's.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Eric D.
Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million and
$100 million and debts of more than $100 million.


HR PARK: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: H.R. Park, L.L.C.
        1768 Park Center Drive Suite 400
        Orlando, FL 32835

Bankruptcy Case No.: 07-01055

Chapter 11 Petition Date: March 21, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors that are not insiders.


INSIGHT HEALTH: Launches Exchange Offer for $194 Mil. Senior Notes
------------------------------------------------------------------
InSight Health Services Holdings Corp. has launched an offer to
exchange shares of its common stock for up to $194.5 million
aggregate principal amount of 9-7/8% Senior Subordinated Notes due
2011 (CUSIP No. 45766QAE1) issued by the company's wholly owned
subsidiary InSight Health Services Corp.  Holders of approximately
52% in aggregate principal amount of the Notes have already
indicated an interest to tender in the exchange.

For each $1,000 of aggregate principal amount of Notes tendered,
Note holders will receive 40 shares of the company's common stock
after giving effect to a 4.70424 for 1 reverse stock split.  
Completion of the exchange offer is conditioned upon, among other
things, tenders from not less than 95% in aggregate principal
amount of the Notes.  The company may waive this condition.

Tendering holders will also consent to the adoption of certain
amendments to the indenture for the Notes to terminate
substantially all of the restrictive covenants.

Concurrent with the exchange offer, the company is also soliciting
votes to accept or reject a prepackaged plan of reorganization,
which will attempt to accomplish the restructuring on
substantially the same terms as the out-of-court exchange offer.  
The company only expects to file this prepackaged plan if the
minimum tender conditions of the exchange offer are not satisfied
or waived.

No exchange or consent fee will be payable in connection with the
exchange offer and consent solicitation.

The exchange offer and consent solicitation will expire at 11:59
p.m. New York City time on April 19, 2007, unless extended.  
Notification of any extension will be made public.

The terms and conditions of the exchange offer and consent
solicitation and other important information are contained in a
Prospectus and Solicitation Statement dated March 21, 2007, filed
with the Securities and Exchange Commission.

The dealer manager for the exchange offer is Lazard Capital
Markets LLC.

Note holders may request copies of the Prospectus and Solicitation
Statement, the related Letter of Transmittal and Ballots by
contacting the solicitation and information agent:

     CapitalBridge
     111 River Street, 10th Floor
     Hoboken, NJ 07030
     Telephone (877) 746-3583

                          About InSight

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- provides diagnostic  
imaging services in the U.S.  It serves managed care entities,
hospitals and other contractual customers in more than 30 states,
including the following targeted regional markets: California,
Arizona, New England, the Carolinas, Florida and the Mid-Atlantic
states.  InSight's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed a
stockholders' deficit of $198,038,000, compared to a deficit of
$141,893,000 at June 30, 2006.


INTREPID TECHNOLOGY: Posts $558,247 Net Loss in Fiscal 2nd Quarter
------------------------------------------------------------------
Intrepid Technology & Resources Inc. reported a $558,247 net loss
on $47,310 of net revenues for the fiscal second quarter ended
Dec. 31, 2006, compared with a $609,888 net loss on $120,299 of
net revenues in prior year period.

The decrease in revenue was mainly the result of decreased sales
of contracted "work for others" over the corresponding periods of
one year ago.

The company intends to continue pursuing opportunities for outside
contracting with increased emphasis on providing technical
expertise to other third party biofuels projects.  

The company's current principal focus is on the completion of the
expansion and construction of its two major Biogas fuels
facilities.  Both facilities are scheduled to be fully operational
by June 2007, with revenue streams beginning shortly thereafter.  
For biofuels facilities that the company designs, constructs and
operates for others, it is anticipated that revenue will be
recognized more rapidly, as those services are provided.

In the three-month period ending Dec. 31 2006, the company's
primary customers were Oak Ridge Associated Universities and
Global Design-Build Solutions.  

During the corresponding period in 2005, the primary customers
were the Idaho National Laboratory and Oak Ridge.  Oak Ridge and
Global both provided more than 10% of the total recognized revenue
during the 2006 period; and during the 2005 period, both Idaho
National and Oak Ridge provided more than 10% of the total revenue
recognized by the company.  

At Dec. 31, 2006, the company's balance sheet showed $10,980,485
in total assets, $9,072,331 in total liabilities, and $1,908,154
in total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $1,354,525 in total current assets available to pay
$1,432,331 in total current liabilities.

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

               About Intrepid Technology & Resources

Intrepid Technology & Resources Inc. provides engineering,
construction, and operation services for alternative energy
facilities, including methane gas production plants and
hydroelectric, geothermal, and wind generation facilities.
The company also promotes the use of its bioreactor technology
in California.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Jones Simkins, P.C., in Logan, Utah, raised substantial doubt
about Intrepid Technology & Resources, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended June 30, 2006, and 2005.  
The auditor pointed to the company's loss, negative working
capital, negative cash flows from operations.


INVERNESS MEDICAL: Good Performance Cues S&P to Upgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Inverness Medical Solutions Inc. to 'B+' from 'B' and
its rating on the company's subordinated debt to 'B-' from 'CCC+'.
The ratings were removed from CreditWatch, where they had been
placed with positive implications on Nov. 2, 2006.  The outlook
is stable.

"The rating actions recognize the company's steady improvement in
operating measures and demonstrated willingness and ability to
fund acquisitions with equity," explained Standard & Poor's credit
analyst David Lugg.

"Since reaching a nadir of 3.8% in March 2005, quarterly adjusted
operating margins have improved in each subsequent quarter,
reaching 16.2% at Dec. 31, 2006."

In the period since March 2005, although the company spent
$265 million on cash acquisitions, adjusted debt declined to
$249 million from $257 million and cash balances grew to
$71 million from $34 million, reflecting the company's ready
access to equity financing.  Indeed, in January of this year,
Inverness raised another $261 million in a secondary offering,
which was used to repay a term loan and fund $56 million of
smaller acquisitions.

Standard & Poor's estimates that, pro forma for the equity
issuance, acquisitions, and debt repayment, Inverness has cash
available of some $230 million and about $160 million in debt.  
The company is well-positioned to continue this pace of
acquisition activity without a long-term weakening of the credit
profile.


ITRON INC: S&P Holds CreditWatch Pending Actaris Acquisition
------------------------------------------------------------
Standard & Poor's ratings on Itron Inc. remain on CreditWatch with
negative implications, including the 'BB-' corporate credit
rating.  The ratings were placed on CreditWatch on Feb. 26, 2007,
following the report that the company would purchase Luxembourg-
based meter manufacturer Actaris Metering for more than
$1.6 billion.

Standard & Poor's will resolve the CreditWatch listing upon
completion of the acquisition.  If it is completed as planned, the
corporate credit rating on Itron would be lowered to 'B+'.  The
outlook would be stable.  Itron is an electricity meter
manufacturer and automated mater reading technology provider.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Itron's proposed $1.1 billion senior secured first-lien
credit facilities, based on preliminary terms and conditions.  The
credit facilities were rated 'B+' with a recovery rating of '3',
indicating our expectation for a meaningful recovery of principal
by lenders in the event of a default.  The facilities will be used
along with cash balances (partially derived from a $345 million
convertible note offering and a $235 million issuance of equity)
to fund the acquisition.

Standard & Poor's will withdraw its rating on the company's
existing $55 million revolving credit facility upon the closing of
the new facilities.


JESSIE ATIENZA: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jessie H. Atienza
        5262 Prewett Ranch Drive
        Antioch, CA 94531

Bankruptcy Case No.: 07-40825

Chapter 11 Petition Date: March 20, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Robert A. Ward, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin St. #301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Contra Costa County                          $3,829
   P.O. Box 631
   Martinez, CA 94553

   American Express                             $3,200
   P.O. Box 7863
   Fort Lauderdale, FL 33329

   American General                             $2,473
   3260 Lone Tree Way, Suite 100
   Antioch, CA 94509

   Best Buy Retail Services                     $2,399

   The Home Depot                               $2,028

   Orchard Bank                                   $676

   J.C. Penney                                    $570

   Capital One                                    $521

   Sears Credit Card                              $450

   Lowe's                                         $213

   Chase                                          $168

   Target National Bank                           $163

   Wal-Mart                                       $157

   Macy's                                          $60


JP MORGAN: Fitch Affirms 'B-' Rating on $5.2 Mil. Class N Certs.
----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-C1:

   -- $25.8 million class F to 'AA+' from 'AA-';
   -- $12.9 million class G to 'AA-' from 'A'.
   -- $21.9 million class H to 'BBB+' from 'BBB';
   -- $9 million class J to 'BBB' from 'BBB-'; and
   -- $6.4 million class K to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

   -- $67.7 million class A-2 at 'AAA';
   -- $603.7 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $47.7 million class B at 'AAA';
   -- $21.9 million class C at 'AAA';
   -- $21.9 million class D at 'AAA';
   -- $12.9 million class E at 'AAA';
   -- $10.3 million class L at 'BB-';
   -- $5.2 million class M at 'B';
   -- $5.2 million class N at 'B-';
   -- $32.7 million class NC-1 at 'A'; and
   -- $6.7 million class NC-2 at 'A-'.

Class A-1 has been paid in full.

The class NC-1 and NC-2 certificates represent subordinate
interests in the Newport Centre loan.  Fitch does not rate the
$13.8 million class NR certificates.

The rating upgrades are due to paydown and defeasance since the
last Fitch rating action.  As of the March 2007 distribution date,
the pool has paid down 13.4% to $886.3 from $1.07 billion at
issuance.  In addition, 23 loans (19.9%) have defeased.

There are currently two assets (1.5%) in special servicing and
both are real estate owned (REO) properties.  Fitch currently
expects losses based on recent appraised values.  Such losses,
however, are expected to be fully absorbed by the non-rated class
NR.

The largest REO (1.3%) is a multifamily property in Austin, Texas.
The property became REO in May 2004.  The other REO (.2%) is a
multifamily property in Fort Worth, Texas and became REO in July
2005.  Both specially serviced properties are currently listed for
sale.

Fitch also reviewed the performance of the deal's credit assessed
loan and its underlying collateral, the Newport Centre.  The
Newport Centre (16.6%), the largest loan in the pool, is secured
by 386,000 square feet of a 920,000 square foot regional mall
located in Jersey City, New Jersey.  The loan consists of a
$114.7 million senior component and a $39.4 million subordinate
component, which represents the non-pooled class NC certificates.
In-line occupancy at the mall declined to 88% as of September 2006
from 97.7% at issuance due to large 2004 lease rollover.  The loan
maintains an investment grade credit assessment.


JP MORGAN: S&P Places Default Rating on Class L Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series
2002-C3.  Four of these ratings were removed from CreditWatch with
negative implications, where they were placed on March 12, 2007.
Concurrently, the ratings on nine other classes were affirmed.

The class L rating was lowered to 'D' due to a principal loss
related to the First National Plaza portfolio loan, as reflected
on the March 12, 2007, remittance report.  The remaining
downgrades reflect credit support erosion related to the First
National Plaza liquidation, as well as anticipated credit support
erosion and liquidity concerns surrounding the sole specially
serviced asset in the pool, which is discussed below.

The Troy Concept Center - Building 150 loan of $9.9 million (2%)
is with the special servicer, ING Clarion Partners LLC, and is
secured by a 103,253 sq.ft. class B office building in Troy,
Michigan.  The property was 100% occupied under a triple-net lease
until June 2006, when the sole tenant rejected its lease shortly
after filing for bankruptcy.  The loan remains current due to a
letter of credit that was posted before the former tenant vacated
the property.  The special servicer has indicated that the letter
of credit is no longer sufficient to keep the mortgage current,
and a $2.9 million appraisal reduction amount will go into effect
as early as the next remittance date.  The ARA will cause
appraisal subordinate entitlement reduction shortfalls that will
reduce trust liquidity.  Standard & Poor's expects significant
losses upon the eventual resolution of the asset.

As of the March 2007, remittance report, the collateral pool
consisted of 89 loans with an aggregate trust balance of
$647.3 million, compared with 83 loans totaling $745.3 million at
issuance.  The master servicer, Capmark Finance Inc., reported
primarily full-year 2005 and full-year 2006 financial information
for 95% of the pool.  

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.49x, up from 1.45x at issuance.
The current DSC excludes $155.7 million of defeased loans.  There
is one 30-day delinquent loan of $8.2 million (1%).  To date, the
trust has experienced two losses totaling $29.3 million.

The top 10 loans have an aggregate outstanding balance of
$208.3 million (32%) and a weighted average DSC of 1.51x, down
from 1.56x at issuance.  This calculation excludes the
fourth-largest loan, which did not report year-end 2005 financial
information.  

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.
Two of the properties were characterized as "fair," and the
remaining properties were characterized as "good."

Capmark reported a watchlist of 12 loan exposures of
$73.9 million (11%).  The seventh-largest exposure has an
outstanding balance of $18.4 million (3%) and is secured by a
185,850 sq.ft. office property in Lebanon, New Jersey.  The loan
appears on the watchlist because the largest tenant, Merck & Co.
Inc. is not renewing its lease, which is scheduled to expire in
September 2007.  The 10th-largest exposure has an outstanding
balance of $12.4 million (2%) and is secured by a 148-unit
multifamily property in Carmel, Indiana.  The loan appears on the
watchlist because the property reported a 0.84x DSC for the
nine-month period ended September 2006.  The remaining loans on
the watchlist appear there primarily due to DSC or occupancy
issues.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis. The resultant
credit enhancement levels support the lowered and affirmed
ratings.
    
                          Rating Lowered
     
                   J.P. Morgan Chase Commercial
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                   Certificates Series 2002-C3

                 Rating
                 ------
    Class   To            From            Credit enhancement
    -----   --            ----            ------------------
    G       BBB-          BBB                   5.24%
    
                    Ratings Lowered And Removed
                     From Creditwatch Negative
    
                   J.P. Morgan Chase Commercial
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                    Certificates Series 2002-C3

                 Rating
                 ------
    Class   To            From            Credit enhancement
    -----   --            ----            ------------------
    H       BB            BBB-/Watch Neg        2.93%
    J       CCC           B/Watch Neg           0.92%
    K       CCC-          B-/Watch Neg          0.49%
    L       D             CCC/Watch Neg         0.00%

                         Ratings Affirmed
     
                   J.P. Morgan Chase Commercial
                     Mortgage Securities Corp.
      
                 Commercial Mortgage Pass-Through
                   Certificates Series 2002-C3

               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-1      AAA            21.36%
               A-2      AAA            21.36%
               B        AAA            17.04%
               C        AAA            15.60%
               D        AA+            11.86%
               E        AA             10.42%
               F        BBB+            6.96%
               X-1      AAA             N/A
               X-2      AAA             N/A

                     N/A -- Not applicable.


K&F INDUSTRIES: Earns $54.4 Million in Year Ended December 31
-------------------------------------------------------------
K&F Industries Inc. reported net income of $54.4 million on
net sales of $424.1 million for the year ended Dec. 31, 2006,
compared with net income of $33.1 million on net sales of
$384.6 million for the year ended Dec. 31, 2005.

Aircraft Braking Systems sales increased $30 million, or 9% to
$350 million.  Engineering Fabrics sales rose $10 million, or 15%
to $74 million.

Operating income increased to $137.9 million in 2006 compared to
$105.3 million in 2005, mainly due to the increase in net sales.

Net interest expense was $57.2 million compared to $68 million a
year ago.

"We closed 2006 with an outstanding fourth quarter and delivered a
record year," stated Kenneth M. Schwartz, president and chief
executive officer of K&F Industries, "benefiting from a
combination of very positive factors that included:

    * strong demand for business jet replacement parts;
    
    * our expanding role in the U.S. military's efforts to
      maintain and upgrade its fleet of aging planes and
      helicopters;
    
    * ramp up in deliveries of high cycle 70-110 passenger
      regional jets; and
    
    * increased aftermarket orders on several of our more mature
      commercial platforms.

"The operating leverage present in our business, in combination
with continued savings from our productivity initiatives
translated into record net income.  In addition, we reduced our
total debt by $60 million during the year, primarily through free
cash flow, resulting in a stronger financial position and
increased shareholder value."

Mr. Schwartz continued, "K&F has a long-term, sustainable business
model and a large order backlog that positions us well for the
future."  

Cash and cash equivalents was $16.3 million at Dec. 31, 2006.
Total debt (including a $3 million note payable) was $710 million
at Dec. 31, 2006, and $766.6 million at Dec. 31, 2005.  

At Dec. 31, 2006, the company's balance sheet showed
$1.423 billion in total assets, $1.03 billion in total
liabilities, and $392.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1bf7

                       Recent Developments

On March 5, 2007, K&F Holdings entered into a definitive merger
agreement with Meggitt-USA Inc., the wholly owned United States
subsidiary of Meggitt PLC, a United Kingdom company.  Meggitt PLC
entered into a guaranty and undertakings agreement pursuant to
which it agreed to unconditionally guaranty the obligations of
Meggitt under the merger agreement and comply with the obligations
imposed on it or its subsidiaries therein.  Upon completion of the
merger, K&F will become a wholly owned subsidiary of Meggitt.  The
completion of the Merger is subject to terms and conditions
customary for a transaction of this type, including approval by
K&F Holdings' stockholders and Meggitt PLC's shareholders,
expiration of the Hart-Scott-Rodino regulatory waiting period, the
receipt of certain other governmental approvals and the absence of
a material adverse effect with respect to K&F Holdings' financial
condition.  The transaction is expected to close in the second
quarter of 2007.

                       About K&F Industries

Headquartered in White Plains, New York, K&F Industries Inc.
(NYSE: KFI) -- http://www.kandfindustries.com/-- is a worldwide  
leader in the manufacture of wheels, brakes and brake control
systems for commercial transport, general aviation and military
aircraft and is a major producer of aircraft fuel tanks, de-icing
equipment and specialty coated fabrics used for storage, shipping,
environmental and rescue applications for commercial and military
use.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on K&F Industries Inc. on
CreditWatch with positive implications.  


KIRKLAND KNIGHTSBRIDGE: Wants to Use Madison's Cash Collateral
--------------------------------------------------------------
Kirkland Knightsbridge LLC and its debtor-affiliate, Kirkland
Cattle Company, ask the U.S Bankruptcy Court for the Northern
District of California for permission to continue to use the cash
collateral securing repayment of its obligations to Madison
Capital Group LLC through June 19, 2007.

On Feb. 2, 2004, the Debtors jointly borrowed $20,000,000 from The
Travelers Insurance Co. to be used in consolidating and
refinancing obligations as well as for working capital.  The loan
was later assigned to Met Life Insurance Company of Connecticut
and then finally assigned to Madison Capital Group LLC.

The Debtors said that the loan was evidenced by a promissory note,
deed of trust, and other collateral documentation.

Pursuant to the loan documents, Madison Capital holds lien on the
Debtors' grape crop, certain other personal property, and their
proceeds.

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

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

The Debtors believe that, even without the replacement lien,
Madison Capital Group is adequately protected for the use of
their cash collateral because the $24 million loan is secured by
a first deed of trust on real property assets of the debtor and
its affiliate Kirkland Cattle Company worth well in excess of
$75 million.

A full-text copy of a budget of critical expenditures to be funded
from the cash collateral and other revenues for a 12-month period
from Jan. 1, 2007, through Dec. 31, 2007, is available for free
at http://ResearchArchives.com/t/s?1bf8

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

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtors' cases.
When the Debtors sought protection from their creditors, they
listed assets and debts between $10 million to $100 million.

On March 15, 2007, the Court approved the adequacy of the Debtor's
Disclosure Statement explaining the their Amended Joint Chapter
11 Plan of Reorganization.  Plan Confirmation Hearing is set for
April 27, 2007.


KNOBIAS INC: Russel Bedford Resigns as Public Accountant
--------------------------------------------------------
Knobias Inc. disclosed that Russell Bedford Stefanou Mirchandani
LLP resigned as its independent registered public accounting firm
on March 7, 2007.  The Audit Committee of the company hired Corbin
& Company LLP as its new independent public accounting firm.

RBSM's report on the company's consolidated financial statements
for the years ended Dec. 31, 2005, and 2004, did not contain any
adverse opinion and modified any accounting principle.  However,
the firm's report contained explanatory paragraph noted that there
was substantial doubt to the company's ability to continue as a
going concern because of recurring losses from operations.

The company and RBSM said that they have not disagreed on any
matter of accounting principles and financial statement disclosure
during the two fiscal years ended Dec. 31, 2006, and 2005, and
through March 17, 2007.

Knobias, Inc. (OTCBB: KNBS) -- http://www.knobias.com/-- is a   
financial information services provider that has developed
financial databases, information systems, tools and products
following over 14,000 U.S. equities.  Knobias markets its products
and services to individual investors, day-traders, financial-
oriented websites, public issuers, brokers, professional traders,
hedge funds and other institutional investors.  Knobias offers a
range of financial information products from proprietary and third
party databases via a single, integrated web-based platform.  
Knobias is uniquely capable of combining third party databases,
news feeds, and other financial content with internally generated
content and analysis to create value-added, cost-effective
information solutions for all market participants.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 24, 2006,
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Knobias, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses.

The company's balance sheet at Sept. 30, 2006, showed $367,721 in
total assets and $4,478,851 in total liabilities, resulting in a
stockholders' deficit of $4,111,130.


KNOLOGY INC: Posts $38.75 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Knology Inc. posted a net loss of $38.75 million on total
operating revenues of $258.99 million for the year ended Dec. 31,
2006, versus a net loss of $54.81 million on total operating
revenues of $230.85 million for the year ended Dec. 31, 2005.

Operating revenues from video services increased from $103 million
for the year ended Dec. 31, 2005, to $114.9 million for the same
period in 2006.  Operating revenues from voice services increased
from $77.6 million for the year ended Dec. 31, 2005, to
$82.4 million for the same period in 2006.  Operating revenues
from data services increased from $48.5 million for the year ended
Dec. 31, 2005, to $58.6 million for the same period in 2006.
Operating revenues from other services increased from $1.8 million
for the year ended Dec. 31, 2005, to $3.1 million for the same
period in 2006.

Total operating expenses in 2006 was $263.52 million, as compared
with $260.72 million in 2005.  

As of Dec. 31, 2006, the company listed total assets of
$336.56 million and total liabilities of $319.19 million,
resulting in total stockholders' equity of $17.37 million.

The company's December 2006 balance sheet also showed strained
liquidity with total current assets of $38.21 million available to
pay total current liabilities of $47.88 million.

The company held unrestricted cash and cash equivalents and
restricted cash of $11.57 million and $1.62 million as of Dec. 31,
2006.  Its net working capital on Dec. 31, 2006, was a deficit of
$9.7 million, as compared with net working deficit of
$14.2 million as of Dec. 31, 2005.

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

                        Credit Agreements

The company's first lien credit agreement provides for a five-year
senior secured $185 million term loan facility, of which
$171.8 million was outstanding at Dec. 31, 2006, and a $25 million
revolving loan and letter of credit facility of which $317,000 was
outstanding as unused letters of credit as of Dec. 31, 2006.  The
first lien term facility, as amended, bears interest at a LIBOR
base rate plus 2.5%.  The first lien term facility amortizes at a
rate of 1% per annum, payable quarterly, and matures on June 29,
2010.  

The company's second lien credit agreement provides for a six-year
senior secured term loan facility with an aggregate principal
amount at maturity of about $99 million.  On June 29, 2005, we
received proceeds of $95 million, and at Dec. 31, 2006,
$98.3 million was outstanding.  Borrowings under the second lien
term facility bear interest at a LIBOR base rate plus 10%.  This
facility does not amortize and the entire unpaid principal amount
is due in full on the maturity date of June 29, 2011.  

Both credit facilities are guaranteed by all of the company's
subsidiaries.  The credit facilities are also secured by first and
second liens on all of the company's assets and the assets of the
company's guarantor subsidiaries.

                    Acquisition of PrairieWave

In January 2007, the company entered into a definitive agreement
to acquire the stock of PrairieWave Holdings, Inc., a video, voice
and high-speed Internet broadband services provider in South
Dakota, as well as portions of Minnesota and Iowa.

In 2006, PrairieWave had revenues totaling $88.3 million and as of
Dec. 31, 2006, PrairieWave's network passed about 113,000 homes
and had about 157,000 business and residential connections.  The
company will pay cash consideration of $255 million, subject to
certain closing adjustments, for the transaction and have obtained
a fully underwritten debt financing commitment from Credit Suisse
for the transaction.  The company expects to close the transaction
during the second quarter of 2007, subject to the satisfaction of
closing conditions, including receipt of regulatory approvals with
respect to the municipal franchises.

                      Capital Expenditures

The company spent about $27.8 million in capital expenditures
during 2006, of which about $15.3 million related to the purchase
and installation of customer premise equipment, $9.1 million
related to plant extensions and enhancements and $3.4 million
related to network equipment, billing and information systems and
other capital items.

The company expects to spend about $30.4 million in capital
expenditures during 2007.  The company believes it will have
sufficient cash on hand and cash from internally generated cash
flow to cover its planned operating expenses, capital expenditures
and service our debt during 2007.  The credit agreements and
covenants on the company's new debt limit the amount of its
capital expenditures on an annual basis.

In 2007, the company intends to selectively expand into a market
in South Dakota through the $255 million acquisition of
PrairieWave.

                        About Knology, Inc.

Based in West Point, Georgia, Knology, Inc. (NASDAQ-GM: KNOL)
-- http://www.knology.com/--- provides interactive communications  
and entertainment services in the Southeast.  It serves both
residential and business customers with broadband networks, over
200 channels of digital cable TV, local and long distance digital
telephone service with the voice messaging features, and Internet
access, which enables consumers to download video, audio and
graphic files using a cable modem.

Knology's fiber-based business products include Passive Optical
Network (PON), which supplies IP architecture with segmented voice
and data bandwidth, and Managed Integrated Network Solutions
(MATRIX), an integrated IP-based technology, which converges data
and voice.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Rating Services assigned its 'B' bank loan
rating and '4' recovery rating to Knology, Inc.'s proposed
$555 million senior secured first-lien term loan and $25 million
revolver.  Also, Standard & Poor's affirmed the 'B' corporate
credit rating. The outlook is stable.

Also reported on in the TCR on Feb. 19, 2007, Moody's Investors
Service affirmed Knology, Inc.'s B2 corporate family rating,
changed the probability of default rating to B3 and changed the
outlook to stable from developing following the proposed financing
for its $255 million cash acquisition of PrairieWave.  


LEIB GOLOMB: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Leib Golomb
        aka Leon Golomb
        335-343 Throop Avenue
        Brooklyn, NY 11221

Bankruptcy Case No.: 07-41382

Chapter 11 Petition Date: March 21, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson, Brog, Leinwand, Greene,
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164

Total Assets: $2,017,080

Total Debts:  $3,008,768

Debtor's Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Arnold Scher                                           $350,000
82 Read Drive                                       ($2,000,000
Roslyn, NY                                              secured)

N.Y.C.T.L. 1998-2 Trust                                $247,012
c/o J.E.R. Revenue Services                         ($2,000,000
6 Devine Street                                         secured)
North Haven, CT 06473

Travelers Indemnity Corp.                              $188,534
385 Washington Street
Saint Paul, MN 55102-1396

Manir and Nurgahan Ahmed                               $100,000
                                                    ($2,000,000
                                                        secured)

Olympia Mechanical                                      $55,000

Creative Construction                                   $43,350

Sallie Goldman                                          $24,034
                                                    ($2,000,000
                                                        secured)

Nationwide Cellular Service                                $838


LID LTD: Organizational Meeting Scheduled on March 28
-----------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in L.I.D. Ltd.'s chapter 11 case at 1:00 p.m.,
on March 28, 2007, at the Office of the U.S. Trustee Meeting Room,
4th Floor, 80 Broad Street, in New York City.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in New York City, L.I.D. Ltd. -- http://www.liddiamonds.com/
-- manufactures diamond jewelry and polished diamonds.  The
company filed for Chapter 11 protection on March 17, 2007 (Bankr.
S.D.N.Y. Case No. 07-10725).  Avrum J. Rosen, Esq., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed total assets of $157,784,935 and total debts of
$143,867,465.


LIN TELEVISION: Incurs $234.5 Million Net Loss in Full Year 2006
----------------------------------------------------------------
LIN Television Corp. recorded a net loss of $234.5 million in
2006, as compared with a net loss of $26.14 million in 2005.  Net
losses in the years 2006 and 2005 primarily as a result of
impairment of the company's broadcast licenses and goodwill, and
interest expense.  

The company recorded net revenues of $426.1 million for the year
ended Dec. 31, 2006, as compared with net revenues of
$321.14 million for the year ended Dec. 31, 2005.  

The increase in net revenues in 2006 was due primarily to:

     (a) an increase of $57.5 million related to the stations
         acquired in 2005 and 2006 from Emmis, Viacom and Raycom;

     (b) an increase in political revenue of $40.1 million; and

     (c) an increase in local airtime sales of $19.5 million;

offset by:

     (d) a decrease in network compensation of $7.3 million; and

     (e) an increase in sales-related agency commissions of
         $8.8 million.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $2.12 billion, total liabilities of $1.52 billion, and
preferred stock of Banks Broadcasting Inc. of $10.03 million,
resulting to total stockholders' equity of $588.72 million.

In addition, as of Dec. 31, 2006 and 2005, the company had
accumulated deficits of $462.4 million and $227.9 million,
respectively.  

The company decreased its cash and cash equivalents in 2006 to
$6.08 million from $11.13 million in 2005.

On Oct. 18, 2006, the company agreed to sell its Puerto Rico
operations to InterMedia Partners VII, LP for $130 million in
cash.  The sale is expected to close at the end of the first
quarter of 2007.

                  Liquidity and Capital Resources

The company's principal sources of funds for working capital have
historically been cash from operations and borrowings under the
company's credit facility.  At Dec. 31, 2006, the company had cash
of $6.08 million and an undrawn, but committed, $275 million
revolving credit facility, all of which was available as of Dec.
31, 2006, subject to certain covenant restrictions.

A full-text copy of the company's annual report for 2006 is
available for free at http://ResearchArchives.com/t/s?1bf2

                       After LIN Television

Headquartered in Providence, Rhode Island, LIN Television Corp.
(NYSE: TVL) owns and operates 31 television stations in 18 mid-
sized markets in the U.S. and Puerto Rico.  At Dec. 31, 2006, its
stations covered about nine percent of U.S. television households.  
It also owns and operates and/or programs 29 stations, including
two stations pursuant to local marketing agreements and three low-
power stations.  In addition, the company has equity investments
in five other stations.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Moody's Investors Service downgraded LIN Television Corp.'s
corporate family rating from Ba2 to Ba3.

Moody's has also downgraded its ratings on the company's
Probability of Default Rating to Ba3; 6.5% Senior Subordinated
Notes due 2013 to B1, LGD4, 69%; 6.5% Senior Subordinated Notes CL
B due 2013 to B1, LGD 4, 69%; and 2.5% Exch. Senior Subordinated
Notes due 2033 to B1, LGD4, 69%.  Moody's affirmed its Secured
Revolver and Secured Term Loan Ratings at Baa3 for the company, as
well as its SGL-2 speculative grade liquidity assessment.  The
outlook is stable.


MAGNA ENTERTAINMENT: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
Chartered accountants, Ernst & Young LLP, of Magna Entertainment
Corp. raised substantial doubt about the company's ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
accountants pointed to the company's recurring operating losses
and working capital deficiency.

Net loss for the year ended Dec. 31, 2006, was $87.35 million,
down from a net loss of $105.29 million a year ago.  

For the year ended Dec. 31, 2006, the company reported total
revenues of $697.19 million, consisting of $501.3 million in pari-
mutuel wagering, $64.82 million in gaming, and $131.06 million in
non-wagering revenues.  For the year 2005, the company had total
revenues of $599.78 million, consisting of $488.48 million in
pari-mutuel wagering, $6.13 million in gaming, and $105.17 million
in non-wagering revenues.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $1.24 billion, total liabilities of $846.26 million, and
total shareholders' equity of $400.61 million.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $150.93 million available
to pay total current liabilities of $245.13 million.  

                            Liquidity

Cash and cash equivalents and restricted cash as of Dec. 31, 2006,
were $58.29 million and $34.19 million, respectively.  

Cash used in operations before changes in non-cash working capital
decreased $2.6 million from a use of cash of $68.9 million in 2005
to a use of cash of $66.3 million in 2006, due primarily to an
improvement in net loss from continuing operations, partially
offset by an increase in items adjusting net loss to net cash.  

In 2006, cash provided from non-cash working capital balances was
$4.7 million, as compared with cash provided from non-cash working
capital balances of $11.4 million in 2005.  Cash provided from
non-cash working capital balances of $4.7 million in 2006 is
primarily due to a decrease in accounts receivable and amounts due
from parent and an increase in accounts payable, partially offset
by an increase in restricted cash and a decrease in other accrued
liabilities at Dec. 31, 2006, as compared with the respective
balances at Dec. 31, 2005.

The company's net working capital deficiency, excluding assets and
liabilities held for sale was $94.2 million at Dec. 31, 2006, as
compared with $160.9 million at Dec. 31, 2005.  It had a bank debt
of $6.5 million at Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1bf6

                       Company Subsidiaries

On Dec. 4, 2006, one of the company's subsidiaries, The Santa
Anita Companies, Inc. entered into a $10 million revolving loan
arrangement under its existing credit facility.  The revolving
loan agreement matures on Oct. 8, 2007, is guaranteed by the
company's wholly owned subsidiary, the Los Angeles Turf Club, Inc.
and is secured by a first deed of trust on Santa Anita Park and
the surrounding real property, an assignment of the lease between
LA Turf Club, the racetrack operator and SAC and a pledge of all
of the outstanding capital stock of LA Turf Club and Santa Anita
Cos.  Loans under the agreement bear interest at the U.S. Prime
rate.  At Dec. 31, 2006, the company had borrowings under the
agreement of $6.5 million, such that $3.5 million of the facility
was unused and available.

On Nov. 1, 2006, one of the company's wholly owned subsidiaries
completed the sale of the Fontana Golf Club to a subsidiary of
Magna International, Inc.  In connection with this sale,
EUR16.8 million or $21.4 million, of debt, including accrued
interest, was assumed by the purchaser.

On Aug. 25, 2006, one of the company's wholly owned subsidiaries
completed the sale of the Magna Golf Club to Magna International,
Inc.  In connection with this sale, CAD32.6 million, or
$29.3 million, of the net sale proceeds were used to pay all
amounts owing under certain loan agreements with Bank Austria
Creditanstalt AG related to the Magna Golf Club.

                    About Magna Entertainment

Magna Entertainment Corp. (NASDAQ: MECA; TSX: MEC.A) --
http://www.magnaentertainment.com/-- owns, acquires, develops,  
and operates horse racetracks and related casino and pari-mutuel
wagering operations, including off-track betting facilities in
North America.  Additionally, the company owns and operates
XpressBet(R), a national Internet and telephone account wagering
system, and Horse Racing TV(TM), a 24-hour horse racing television
network.


MEDICALCV INC: Records $2.69 Mil. Net Loss in Qtr. Ended Jan. 31
----------------------------------------------------------------
MedicalCV Inc. reported quarterly and nine-months results for the
period ended Jan. 31, 2007.

The company's quarter results showed a net loss of $2.69 million
in the period ended Jan. 31, 2007, as compared with a net income
of $7.58 million in the period ended Jan. 31, 2005.  Sales for the
quarter ended Jan. 31, 2007, were $11,200, as compared with zero
sales in the same period a year earlier.

For the nine months ended Jan. 31, 2007, the company recorded a
net loss of $9.86 million, as compared with a net income of
$11.94 million for the same period a year earlier.  Sales for the
nine months ended Jan. 31, 2007, were $11,200, as compared with
zero sales in the same period a year earlier.

The company's balance sheet as of Jan. 31, 2007, showed total
assets of $4.92 million and total liabilities of $3.38 million,
resulting to total shareholders' equity of $1.53 million.  

Accumulated deficit stood at $57.21 million as of Jan. 31, 2007,
up from an accumulated deficit of $47.34 million as of April 30,
2006.  Cash and cash equivalents decreased from $10.35 million at
April 30, 2006 to $3.68 million at Jan. 31, 2007.

Full-text copies of the company's quarterly reports for the period
ended Jan. 31, 2007, are available for free at
http://ResearchArchives.com/t/s?1bf4

                        Going Concern Doubt

Lurie Besikof Lapidus & Company LLP expressed substantial doubt
about MedicalCV Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ending April 30, 2006.  The auditor pointed to the company's
operating losses and negative cash flows from operations and its
need for additional funds to finance its working capital and
capital expenditure needs.

                        About MedicalCV Inc.

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
(NasdaqGS: MDCV)  -- http://www.medicalcvinc.com/-- is a  
cardiothoracic surgery device manufacturer.  Previously, its
primary focus was on heart valve disease.  It developed and
marketed mechanical heart valves known as the Omnicarbon 3000 and
4000.  In November 2004, after an exhaustive evaluation of the
business, MedicalCV decided to explore options for exiting the
mechanical valve business.  The company intends to direct its
resources to the development and introduction of products
targeting treatment of atrial fibrillation.


MEDIRECT LATINO: Restates 2006 Annual Report
--------------------------------------------
MEDirect Latino Inc. has filed its restated annual report for the
year ended June 30, 2006, with the U.S. Securities and Exchange
Commission.

The company says that the restatement was due to its:

   -- additional cost of television advertising totaling $61,245;

   -- cost of a legal settlement with a third party totaling
      $1,057,770;

   -- liability to its in-house legal counsel totaling $415,000
      under a service agreement; and

   -- reduction of a payable and selling and administrative
      expenses by $105,440.

                            Financials

The company's restated financial results for the year ended
June 30, 2006, showed a net loss of $26.01 million on net sales of
$6.73 million, versus net loss of $2.56 million on net sales of
$278,598 a year ago.  

At June 30, 2006, the company's balance sheet showed total assets
of $2.94 million and total liabilities of $4.68 million, resulting
to total stockholders' deficit of $1.74 million.  The company also
listed an accumulated deficit of $30.35 million as of June 30,
2006.

The company plans to continue to provide for its capital
requirements by issuing additional equity securities and debt.  It
has obtained significant new funding from certain private
investors.  However, the company stated that there are no
assurances that it can achieve additional funding and that the
company will have sufficient funds to execute its business plan or
generate positive operating results.

                        Going Concern Doubt

Berkovits, Lago & Company, LLP, raised substantial doubt about
MEDirect Latino, Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the fiscal
years ended June 30, 2006, and 2005.  The auditor pointed to the
company's need to obtain outside long term financing and recurring
losses from operations.

A full-text copy of the company's restated annual report for 2006
is available for free at http://ResearchArchives.com/t/s?1b84

                       About MEDirect Latino

Headquartered in Pompano Beach, Florida, MEDirect Latino, Inc.
(PNK: MLTO) -- http://www.medirectlatino.org/-- was incorporated  
in 2002 as a national direct to consumer provider of medical
products and services.  The company was a private non-registrant
operating company until such time as it completed a Reorganization
Agreement with Interaxx Digital Tools Inc.


MERIDIAN AUTOMOTIVE: Ct. Fixes Beneficiary Record Date to Dec. 29
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware clarifies that pursuant to the terms of
Reorganized Meridian Automotive Systems Inc. and its debtor-
affiliates' Plan of Reorganization and the MAS Litigation Trust
Agreement:

   (a) the fixed record date for identifying Prepetition First
       Lien Claim Beneficiaries and Prepetition Second Lien Claim
       Beneficiaries is Dec. 29, 2006, the Effective Date of
       the Plan; and

   (b) the fixed record date for identifying Prepetition General
       Unsecured Claim Beneficiaries is Dec. 6, 2006, the
       Distribution Record Date, for those holders of Prepetition
       General Unsecured Claims whose claims are allowed as of
       Dec. 6, 2006.

Pursuant to terms of the Plan and the Trust Agreement, Ocean
Ridge Capital Advisors, LLC, the litigation trustee
appointed pursuant to the Plan, is authorized to rely on the
Claims Reports provided to it by the MAS Companies for the
addresses of Prepetition General Unsecured Claim Beneficiaries
for the dollar amount of the claim of each Prepetition General
Unsecured Claim, and for information concerning Prepetition
General Unsecured Claim that are disputed as of the Distribution
Record Date and are subsequently allowed in whole or in part, the
Court holds.

Judge Walrath also elaborates that the Litigation Trustee is
authorized to recognize, pursuant to the Plan and the Trust
Agreement, as Trust Beneficiaries and make distributions to:

   (i) holders of Prepetition First Lien Claims and Prepetition
       Second Lien Claims as of Dec. 29, 2006;

  (ii) holders of allowed Prepetition General Unsecured Claims
       as of Dec. 6, 2006; and

(iii) holders of Prepetition General Unsecured Claims that are
       allowed after Dec. 6, 2006, to the extent the
       allowance is reflected in the Claims Reports provided to
       the Litigation Trustee, and those distributions are
       consistent with the Plan and the Trust Agreement.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  

Judge Walrath has confirmed the Revised Fourth Amended
Reorganization Plan of Meridian.  That plan became effective on
Dec. 29, 2006. (Meridian Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until June 30 to Remove Civil Actions
----------------------------------------------------------------
Reorganized Meridian Automotive Systems Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to further extend the period within which they must file
notices of removal of civil actions to and including June 30,
2007.

Although the Reorganized Debtors have recently exited their
bankruptcy proceedings, they continue to attend to the myriad
issues that have followed the confirmation of their Plan of
Reorganization and the administration of their post-Effective
Date estates, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, relates.  The Reorganized
Debtors have not had a sufficient opportunity to fully consider
the status of all prepetition actions.

The extension of the Removal Period will provide the Reorganized
Debtors with more time to make fully informed decisions
concerning removal of each pending prepetition civil action, Mr.
Brady notes.

The rights of other parties to any of those actions will not be
prejudiced by the extension because any party to a prepetition
action that is removed may seek to have it remanded to the state
court pursuant to Section 1452 of the Judiciary and Judicial
Procedures Code, Mr. Brady adds.

Pursuant to Del. Bankr.L.R. 9006-2, the filing of the Reorganized
Debtors' request prior to the expiration of the current deadline
serves to automatically extend the current deadline without the
need for entry of a bridge order until the Court rules on the
request.

The Court will convene a hearing on April 13, 2007, to consider
the Debtors' request.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  

Judge Walrath has confirmed the Revised Fourth Amended
Reorganization Plan of Meridian.  That plan became effective on
Dec. 29, 2006. (Meridian Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


MICHELINA'S INC: Revised Facility Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
Duluth, Minnesota-based frozen entr,e manufacturer Michelina's
Inc. would remain on CreditWatch with negative implications,
following receipt of an amendment to its credit facility that
provided covenant relief.

The ratings were initially placed on CreditWatch with negative
implications on Dec. 1, 2006, reflecting weaker-than-expected
operating performance through the third quarter of fiscal 2006 and
limited cushion under credit facility covenants.

"Although our liquidity concerns have been mitigated given the
recently approved credit facility amendment, we remain concerned
about weak operating trends and the company's ability to stabilize
and improve performance," said Standard & Poor's credit analyst
Christopher Johnson.

The ratings could be affirmed or lowered following the completion
of Standard & Poor's review.  Before resolving the CreditWatch
listing, Standard & Poor's will review Michelina's operating and
financial plans with management upon receipt of the company's
audited financial statements for the fiscal year ended December
2006.


MMM HOLDINGS: Moody's Junks Senior Secured Debt Rating from Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
MMM Holdings, Inc., NAMM Holdings, Inc., and Preferred Health
Management Corporation to Caa1 from B3 following the disclosure by
the company that it will not meet its March 31, 2007, deadline for
reporting 2006 financial results and has decided to further delay
releasing its 2006 audited financial statements.  

The ratings remain under review for possible downgrade.

According to Moody's, MMM, NAMM, and PHMC are co-borrowers under
Aveta Inc.'s bank credit facility.  The bank facility is
guaranteed by Aveta and is secured with the pledge of the stock
and assets of Aveta, as well as the pledge of the stock of each of
the borrowers and their regulated subsidiaries and all assets of
the non-regulated entities.  

Aveta had previously reported that due to unexpectedly high
medical utilization and costs in Puerto Rico during the second
half of 2006, it anticipated reporting a significant decline in
earnings, which Moody's concluded would likely lead to an
inability to meet one or more of the financial covenants of its
bank loan agreement for fiscal year 2006.  

As a result, Moody's downgraded the ratings on Feb. 13, 2007, and
placed under review for possible further downgrade.  In taking
this rating action, Moody's noted that the company's primary
product, Medicare Advantage, does not allow the carrier to change
benefits, cancel coverage, or change premium rates during the
contract year thereby limiting the options the company has to
improve results.

The current downgrade is driven by several reports made by the
company last week and the current lack of clarity in identifying
the causes of the earnings problems.  Key among these is a delay
in the delivery of the 2006 audited financial statements to after
March 31st.  Based on the limited information provided by the
company to date, Moody's stated that it cannot be confident that
the company can identify and implement initiatives to avoid
similar losses in 2007 and remains concerned with the company's
ability to file a viable product offering with CMS for 2008.

In addition, the company also reported the departure of its CFO,
John Brittain.  However, Moody's viewed the hiring of the
consulting firm of Alvarez & Marsal to assist the company in
developing initiatives to rectify the situation in Puerto Rico
positively.

According to Moody's, the company indicated that cash on hand as
of March 12, 2007, was $396 million, of which $40 million is
unrestricted, and that this cash position should be sufficient for
liquidity needs at least through the second quarter of 2007.  The
rating agency also noted that the company had previously reported
the willingness of the founders and initial shareholders of the
company to participate in a capital infusion; however it has not
yet been determined whether a capital infusion would be made.

Moody's review for downgrade will focus on the liquidity of MMM,
the development of a comprehensive action plan to improve earnings
in 2007, and actual 2007 results as they emerge.  Moody's will
also review the terms of any renegotiation of the credit facility.

These ratings were downgraded and remain under review for possible
downgrade:

   * MMM Holdings, Inc.

      -- senior secured debt rating to Caa1 from B3;
      -- corporate family rating to Caa1 from B3;

   * NAMM Holdings, Inc.

      -- senior secured debt rating to Caa1 from B3;

   * Preferred Health Management Corporation

      -- senior secured debt rating to Caa1 from B3;

   * MMM Healthcare, Inc.

      -- insurance financial strength rating to B1 from Ba3;

   * PrimeCare Medical Network, Inc.

      -- insurance financial strength rating to B1 from Ba3.

MMM Healthcare offers Medicare Advantage products exclusively to
eligible participants in Puerto Rico.  Moody's notes that the
company currently enjoys being the market leader in providing
Medicare Advantage products in Puerto Rico.  NAMM is a medical
management company that operates in California and Illinois.  Its
regulated operating subsidiary, PrimeCare Medical Network, Inc.,
consists of 10 owned IPAs in Southern California that contract
with major health care benefit companies on a capitated basis to
provide medical care to commercial and Medicare members.

Aveta, Inc. is headquartered in Fort Lee, New Jersey.  As of
Sept. 30, 2006, Aveta reported stockholders' equity of $73 million
and approximately 230,000 Medicare members.  For the first nine
months of 2006, pro-forma total revenues were $1.4 billion.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


MOORE MEDICAL: Attorney's Fees in Bankruptcy Reaches $466,000
-------------------------------------------------------------
Documents filed with the U.S. Bankruptcy Court for the Western
District of Oklahoma show that several law firms involved in the
chapter 11 proceeding of Moore Medical Center LLC have submitted
bills totaling around $466,000, the Norman Transcript reports.

Kane Russell Coleman & Logan P.C., which represents the Debtor,
has submitted a total of $363,851 in fees and expenses while
Gardere Wynne Sewell LLP, the Official Committee of Unsecured
Creditors' counsel, has submitted a bill totaling $102,359.

Former hospital board members Larry Leemaster and William J.
Waterman also submitted a request for reimbursement totaling
$22,818, the Transcript relates.

If approved, the payments will come from the $34.25 million sale
of the hospital.

As reported in the Troubled Company Reporter on March 8, 2007, the
Court approved the sale of substantially all assets of the Debtor
to Norman Regional Hospital Authority, a public trust, free and
clear of all liens, claims, encumbrances, and other interests.  
Normal Regional Hospital's $34.25 million bid trumped INTEGRIS
Health, Inc.'s $32 million offer.

The Court has set a hearing at 9:30 a.m. on April 3, 2007, to
consider the requests.

Headquartered in Moore, Oklahoma, Moore Medical Center LLC filed
its Chapter 11 protection on Oct. 28, 2006 (Bankr. W.D. OK. Case
No. 06-12867).  Joseph A. Friedman, Esq., at Kane Russell Coleman
& Logan P.C., represents the Debtor in its restructuring efforts.
Marcus A. Helt, Esq., at Gardere Wynne Sewell LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


MORTGAGE LENDERS: Committee Taps Blank Rome as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mortgage Lenders
Network USA, Inc., seeks the U.S. Bankruptcy Court for the
District of Delaware's authority to retain Blank Rome LLP as its
counsel, nunc pro tunc to February 21, 2007, pursuant to Sections
328 and 1103 of the Bankruptcy Code and Rule 2014 of the Federal
Rules of Bankruptcy Procedure.

Joseph Peters, co-chair of the Creditors Committee, tells the
Court that with offices in New York, Pennsylvania, Delaware, and
other locations, Blank Rome is a nationally recognized law firm
with extensive experience and expertise in bankruptcy and
reorganization proceedings.  Blank Rome will represent the
Creditors Committee and perform services for it in connection
with carrying out its fiduciary duties and responsibilities under
the Bankruptcy Code.

Blank Rome's attorneys have broad-based experience and a national
reputation in bankruptcy and reorganization proceedings.  Through
Blank Rome, the Committee will have the benefit of that knowledge
and experience, as well as the ability to call on other attorneys
within Blank Rome with expertise in other specialized areas of
law as may be needed, Mr. Peters relates.

The firm will be paid for its services in accordance with its
customary hourly rates:

         Partners and Counsel        $300 to $675
         Associates                  $245 to $475
         Paralegals                  $105 to $265

Blank Rome's attorneys who are deemed to be primarily involved in
the Debtor's Chapter 11 case and their hourly rates are:

         Regina Stango Kelbon, Esq.          $525
         Michael B. Schaedle, Esq.           $440
         David W. Carickhoff, Esq.           $380

In addition, Blank Rome will be reimbursed for actual and
necessary costs and expenses.

Mr. Peters says the Creditors Committee has been advised that
Blank Rome will use every effort to staff the engagement in a
cost-effective manner, including utilizing the firm's paralegal
assistants to handle aspects of the case that can best be managed
by a paralegal.

Regina Stango, Esq., a partner at Blank Rome, assures the Court
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.  Blank Rome does not
hold any interest adverse to the Debtor's estate and, while
engaged by the Creditors Committee, will not represent any person
having an adverse interest in connection with the bankruptcy
case, she adds.

                      About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  The
Debtor's exclusive period to file a chapter 11 plan expires on
June 5, 2007.

(Mortgage Lenders Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


MORTGAGE LENDERS: Committee Wants FTI as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Mortgage Lenders
Network USA, Inc., seeks the U.S. Bankruptcy Court for the
District of Delaware's authority to retain FTI Consulting, Inc.,
together with its wholly owned subsidiaries, agents, independent
contractors and employees, as its financial advisors, nunc pro
tunc as of February 21, 2007.

According to Joseph Peters, co-chair of the Creditors Committee,
the Committee is familiar with the professional standing and
reputation of FTI.  FTI has a wealth of experience in providing
financial advisory services in restructurings and reorganizations
and has an excellent reputation for services rendered in large
and complex Chapter 11 cases on behalf of debtors and creditors
throughout the United States.

Mr. Peters relates that FTI's services are deemed necessary to
enable the Creditors Committee to assess and monitor the efforts
of the Debtor and its professional advisors to maximize the value
of its estate and to reorganize successfully.  FTI is well
qualified and able to represent the Creditors Committee in a
cost-effective, efficient and timely manner, he adds.

As the Creditors Committee's Financial Advisor, FTI will, among
other things, assist the Committee:

    -- in the review of financial related disclosures required by
       the Court, including the schedules of assets and debts,
       the statement of financial affairs and monthly operating
       reports;

    -- with information and analyses required pursuant to the
       Debtor's debtor-in-possession financing including
       preparation for hearings regarding the use of cash
       collateral and DIP financing;

    -- with a review of the Debtor's short-term cash management
       procedures, proposed employee incentive plan and other
       critical employee benefit programs;

    -- and advice it with respect to the Debtor's identification
       of core business assets and the disposition of assets or
       liquidation of unprofitable operations;

    -- with a review of the Debtor's performance of cost/benefit
       evaluations with respect to the affirmation or rejection
       of various executory contracts and leases;

    -- in the review of financial information distributed by the
       Debtor to creditors and others, including cash flow
       projections and budgets, cash receipts and disbursement
       analysis, analysis of various asset and liability
       accounts, and analysis of proposed transactions for which
       Court approval is sought;

    -- in discussions and attend meetings with the Debtor, banks,
       other secured lenders, the Creditors Committee and any
       other official committees organized in the Chapter 11
       proceedings, the U.S. Trustee, other parties-in-interest
       and their professionals, as requested;

    -- in the review and preparation of information and analysis
       necessary for the confirmation of a plan in the Chapter 11
       proceedings; and

    -- in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers.

At the Committee's behest, FTI will also provide expert witness
testimony on case related issues and render other general
business consulting or assistance, as it may deem necessary,
consistent with the role of a financial advisor.

In exchange for its services, FTI is entitled to a fixed fee of
$75,000 a month, plus reimbursement of reasonable and necessary
expenses for the first two months of service.  Compensation and
scope of work for subsequent periods will be subject to future
negotiation based on experience and time actually expended during
the first two months of this engagement and will be detailed in a
supplement to the current application, Mr. Peter discloses.

Mr. Peters informs the Court that FTI is not owed any amounts
with respect to prepetition fees and expenses.

Ronald Greenspan, a senior managing director at FTI, assures the
Court that his firm does not represent any other entity having an
adverse interest in connection with the Chapter 11 case.  FTI
will conduct an ongoing review of its files to ensure that no
conflicts or other disqualifying circumstances exist or arise.

                      About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  The
Debtor's exclusive period to file a chapter 11 plan expires on
June 5, 2007.

(Mortgage Lenders Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


MOUNTAIN GROVE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mountain Grove Baptist Church, Inc.
        2485 Connelly Springs Road
        Granite Falls, NC 28630

Bankruptcy Case No.: 07-50262

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: March 22, 2007

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton Moon Stephens Steele & Martin, PLLC
                  2020 Charlotte Plaza 201
                  South College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   White Fox Construction Co.               $1,956,439
   c/o Forest A. Ferrell
   Sigmon Clark Mackie Hutton
   Hanvey & Ferrell, P.A.
   P.O. Box 1470
   Hickory, NC 28603

   Church Mutual Insurance Co.                  $5,156
   P.O. Box 2912
   Milwaukee, WI 53201-2912

   Annuity Board-Retirement                       $905
   Southern Baptist Convention
   P.O. Box 672072
   Dallas, TX 75267

   Faith Highway Media                            $800

   Lifestyle Landscaping                          $650

   Foothills Maintenance Service                  $650

   Annuity Board                                  $610

   Ingles                                         $500

   Bellsouth                                      $500

   Charlotte Copy Data                            $439

   Second Harvest Food Bank                       $362

   HIS, Inc.                                      $350

   Sams Club                                      $349

   Lifeway Christian Resources                    $227

   Cooks Communications Ministries                $214

   Liberty Baptist Fellowship                     $200

   Alarm South                                    $170

   Blue Ridge Electric                            $150


NAVISITE INC: Jan. 31 Balance Sheet Upside-down by $1.67 Million
----------------------------------------------------------------
NaviSite Inc. reported results for the second quarter ended Jan.
31, 2007, with a total stockholders' deficit of $1.67 million,
resulting from total assets of $100.78 million and total
liabilities of $102.45 million.  Accumulated deficit as of
Jan. 31, 2007, stood at $476.32 million.

The company's January 31 balance sheet also showed strained
liquidity with total current assets of $26.36 million available to
pay total current liabilities of $35.78 million.

For the quarter ended Jan. 31, 2007, the company had a net loss of
$3.81 million on total revenues of $30.19 million, as compared
with a net loss of $3.96 million on total revenues of
$26.3 million for the same quarter a year ago.  

Total cost of revenues for the quarter ended Jan. 31, 2007, was
$20.54 million, as compared with $18.69 million for the same
quarter a year ago.

For the six months ended Jan. 31, 2007, the company had a net loss
of $6.45 million on total revenues of $58.73 million, as compared
with a net loss of $7.43 million on total revenues of
$51.74 million for the same period a year ago.

Total cost of revenues for the six months ended Jan. 31, 2007, was
$39.78 million, as compared with $36.37 million for the same
period a year ago.

             Liquidity and Capital Resources

As of Jan. 31, 2007, the company's principal sources of liquidity
included cash and cash equivalents of $2.97 million, a revolving
credit facility of $3 million provided by Silver Point Finance and
a revolving credit facility with Atlantic Investors LLC, to borrow
a maximum amount of $5 million.  The company had a working capital
deficit of $9.4 million, including cash and cash equivalents of
about $3 million at Jan. 31, 2007, as compared with a working
capital deficit of $9.1 million, including cash and cash
equivalents of $3.4 million, at July 31, 2006.

Total net change in cash and cash equivalents for the six months
ended Jan. 31, 2007, was a decrease of $400,000.  The primary uses
of cash during the six months ended Jan. 31, 2007, included
$2.9 million for purchases of property and equipment and about
$2.8 million in repayments on notes payable and capital lease
obligations.  

The company's primary sources of cash during the six months ended
Jan. 31, 2007, were $2.6 million of cash generated from operating
activities, $1 million in proceeds from exercise of stock options
and warrants and $1.8 million in proceeds from note payable.  Net
cash generated from operating activities of $2.6 million during
the six months ended Jan. 31, 2007, resulted primarily from non-
cash charges of about $10 million, which was partially offset by
funding our $6.5 million net loss and $1 million of net changes in
operating assets and liabilities.

Full-text copies of the company's second quarter financial results
are available for free at http://ResearchArchives.com/t/s?1bec

                       About NaviSite, Inc.

NaviSite, Inc. (NASDAQ: NAVI) -- http://www.navisite.com/--  
provides application and technology services for companies who
seek to accelerate their business IT performance.  NaviSite, Inc.
has over 950 customers in 14 data centers, offices in the US, UK
and India.


NETWORK SOLUTIONS: Moody's Junks Rating on $85 Million Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned first-time B2 corporate family
rating to Network Solutions LLC., a provider of internet domain
name registration services and web products and services such as
hosting, web-site creation tools, email, domain name forwarding,
and advertising.  Other ratings assigned include B1 ratings for
the proposed revolver and first lien term loan facility and Caa1
rating for its second lien term loan.

Proceeds of the proposed term loan facilities will be used to
finance an LBO of Network Solutions by General Atlantic LLP.  The
ratings outlook is stable.

These first time ratings have been assigned:

   * Corporate Family Rating at B2

   * Probability of default rating at B2

   * $25 million revolving credit facility due 2013 at B1, LGD3,
     38%

   * $340 million senior secured term loan due 2014 at B1, LGD3,
     38%

   * $85 million second lien term loan due 2014 at Caa1, LGD5,       
     88%

"Network Solutions has made solid progress in transforming its
business from a domain name registration ("DNR") only business to
encompass a fast growing web services business over the past two
years.  However, the track record of the web services business is
still limited, and both businesses are subject to intense
competition" said Tom Wu, Vice President, Senior Analyst.

The B2 corporate family also reflects:

   * the commoditized nature and high competitive environment
     where Network Solutions has to compete with bigger and
     arguably better capitalized players;

   * aforementioned relatively short track record of its web
     business despite strong growth prospects;

   * leveraged capital structure as a result of the current LBO
     (Debt to EBITDA 5x);

   * still relatively modest size of its business with cash
     revenue of $286 million in 2006.

The B2 corporate family rating also reflects:

   * the company's solid position in its DNR business and,
     although commoditized, it has shown stabilization trend both
     in terms of volume and pricing in that business over the past
     3 years;

   * Overall favorable macro trend of demand for web services
     particularly within the SME space -- which the company
     focuses on -- and company's recent track record in growing
     that business partly due to its customer focus strategy; and

   * the expectation of free cash flow generation close to 10% of
     total borrowings.

The stable outlook reflects Moody's view that Network Solutions
will continue to grow its web business while keeping its DNR
business stable.  Upward rating pressure may be a result of the
company's ability to establish further track record of growing its
web business and keeping DNR stable if not moderately growing, and
de-leveraging.  The ratings may be negatively impacted should
there be evidence of weakening competitive positions in both of
its key businesses, and a further leveraging event to increase
financial pressure.

Network Solutions, headquartered in Herndon, Virginia, is a
provider of internet domain name registration.  In addition, the
company provides a portfolio of web products and services to help
customers maximize the value of that identity throughout its life
cycle.


NEW YORK RACING: Brings In Garden City Group as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave The New York Racing Association Inc. authority to employ
The Garden City Group Inc. as its noticing and claims agent,
nunc pro tunc to Jan. 19, 2007.

The Debtor estimates that there are approximately 1,500 potential
creditors in its chapter 11 case.  While it is unknown whether
1,000 proofs of claims will be filed, the Debtor expects many of
the creditors to file proofs of claims.

As claims agent, Garden City Group's services will include:

   a) notifying all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first meeting
      of creditors pursuant to Section 341(a) of the Bankruptcy
      Code, under the proper provisions of the Bankruptcy Code and
      The Federal Rules of Bankruptcy Procedure;

   b) maintaining an official copy of the Debtor's schedules of
      assets and liabilities and statements of financial affairs,
      listing the Debtor's known creditors and the amounts owed
      thereto;

   c) maintaining a copy service from which parties may obtain
      copies of relevant documents in the Debtor's case;

   d) notifying all potential creditors of the existence and
      amount of their respective claims as stated in the
      schedules;

   e) furnishing a form for the filing of proofs of claim, after
      approval of the notice and form by the Court;

   f) filing with the Clerk of Bankruptcy Court, within 10 days of
      service, a copy of the proof of claim notice, a list of
      persons to whom it was mailed (in alphabetical order), and
      the date the notice was mailed;

   g) docketing all claims received, maintaining the official
      claims register for the Debtor on behalf of the Clerk, and
      providing the Clerk with certified duplicate unofficial
      claims register on a monthly basis, unless otherwise
      directed;

   h) specifying in the claims register these information for each
      claim docketed:

      -- the claim number assigned,

      -- the date received,

      -- the name and address of the claimant and agent, if
         applicable, who filed the claim, and

      -- the classification of the claim;

   i) relocating, by messenger, all of the actual proofs of claim
      filed with the Court, if necessary to GCG, not less than
      weekly;

   j) recording all transfers of claims and providing any notices
      of the transfers required by Bankruptcy Rule 3001;

   k) making changes in the claims register pursuant to court     
      order;

   l) upon completion of the docketing process for all claims
      received to date by the Clerk's office, turning over to the
      Clerk copies of the claims register for the Clerk's review;

   m) maintaining the official mailing list for the Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party in interest or the
      Clerk;

   n) assisting with, among other things, the solicitation and the
      calculation of votes and the distribution as required in
      furtherance of confirmation of plan of reorganization;

   o) thirty days prior to the close of the Debtor's  case,    
      submitting an order dismissing GCG and terminating the
      services of GCG upon completion of its duties and
      responsibilities and upon the closing of the Debtor's case;
      and

   p) at the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit in Missouri.

On Jan. 19, 2007, GCG began transferring information from the
Debtor's Schedules into GCG's electronic database, from which GCG
will be able to generate personalized proof of claim forms,
notices and ballots.

As of that date, GCG also began downloading proof of claim forms
that were filed with the Court in preparation for transferring the
information into GCG's electronic database.  

The agreed compensation for GCG's professionals are:

       Position                  Hourly Rate
       --------                  -----------
       Supervisors               $52.50 - $66.25
       Project Managers          $93.75
       Senior Project Managers   $112.50
       Programmers               $93.75 - $112.50
       Senior Programmer         $112.50 - $138.75
       Director/Assistant
          Vice Presidents        $131.25
       Vice Presidents           $168.75
       Quality Assurance Staff   $56.25 - $93.75

To the best of the Debtor's knowledge, Garden City Group is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About The Garden City Group Inc.

Headquartered in Melville, N.Y., The Garden City Group Inc. --  
http://www.gardencitygroup.com/-- is a subsidiary of Crawford &  
Company.  The firm administers class action settlements, designs
legal notice programs, manages Chapter 11 administrations, and
provides expert consultation services.

                           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.  The Debtor's exclusive period to
file a plan expires on July 16, 2007.


NEWPOWER HOLDINGS: Proposes $2.6 Million for Final Distribution
---------------------------------------------------------------
NewPower Holdings, Inc., reported that in accordance with the
order authorizing the company to make a final distribution entered
on March 16, 2007 by the United States Bankruptcy Court for the
Northern District of Georgia, Newnan Division, it has filed a
notice of proposed reserve in the amount of $2,640,500 with the
Court.

Based on the amount of the Proposed Reserve, the company estimates
that the final distribution, pursuant to the company's Second
Amended Chapter 11 Plan, to holders of the Company's common stock,
warrants and options will be 3.75 cents per share.

Any interested party that wishes to receive a copy of the detailed
breakdown of the Proposed Reserve may do so after executing a
stipulation concerning nondisclosure of confidential material in
accordance with the Final Distribution Order.

Pursuant to the Final Distribution Order, interested parties have
until 4:00 p.m. on April 10, 2007, to file any objections to the
Proposed Reserve.

NewPower Holdings Inc. (Pink Sheets: NWPWQ) and its debtor-
affiliates filed for chapter 11 protection on June 11, 2002
(Bankr. N.D. Ga. 02-10836). Paul K. Ferdinands, Esq., at King &
Spalding and William M. Goldman, Esq., at Sidley Austin Brown &
Wood LLP represent the Debtors.  When the Debtors filed for
chapter 11 protection, they reported $231,837,000 in assets and
$87,936,000 in debts.

On Aug. 15, 2003, the U.S. Bankruptcy Court for the Northern
District of Georgia, Newnan Division, confirmed the Second Amended
Chapter 11 Plan with respect to NewPower Holdings, Inc., and TNPC
Holdings, Inc., a wholly owned subsidiary.  That Plan became
effective on Oct. 9, 2003, with respect to the company and TNPC.

On Feb. 28, 2003, the Bankruptcy Court confirmed The New
Power Company's Plan, and that Plan has been effective as of
March 11, 2003 with respect to New Power.  The New Power Company
is a wholly owned subsidiary of the company.


NORTEL NETWORKS: Moody's Rates Planned $1 Bil. Senior Notes at B3
-----------------------------------------------------------------
Moody's Investors Service affirmed Nortel's existing ratings,
including its B3 corporate family rating, and assigned a B3 rating
to the proposed $1 billion convertible senior unsecured notes
offering.  

Proceeds of the offering will be used to refinance a portion of
the $1.8 billion in 4.25% convertible notes due in 2008 when they
become payable at par.  The outlook remains stable.

Moody's notes the company's progress in several fronts in its
recently released year end 2006 results including revenue
increases in each of its business segments and reduction in
material weaknesses from 5 to 1.  EBITDA for the year decreased
however, despite the revenue increases.  

Nortel's management team has made progress in its turnaround plan
but it still has considerable challenges to return operating
margins to double-digit levels.

The recent divestiture of the UMTS business and recently disclosed
$400 million cost cutting program should positively affect EBITDA
going forward if the company is able to maintain its growth
momentum.  The proposed notes offering will address a significant
2008 maturity issue and allow the company to substantially
maintain its strong cash position.

Assigned:

   * Nortel Networks Corporation

      -- Proposed $1.0 billion Convertible Senior Unsecured notes
         at B3, LGD4, 67%

Affirmed:

   * Nortel Networks Corporation

      -- $1.8 billion 4.25% Convertible Senior Unsecured notes  
         at B3, LGD4, 67%

   * Nortel Networks Limited

      -- Corporate Family Rating at B3, LGD4, 67%

      -- $2.0 billion Senior Unsecured notes at B3, LGD4, 67%

      -- $200 million 6.875% senior unsecured notes at B3, LGD4,
         67%

      -- Preferred Stock Caa3

   * Nortel Networks Capital Corporation

      -- 7.875% Senior Unsecured notes at B3, LGD4, 67%

Nortel Networks Corporation is a global telecommunications
networking solutions provider headquartered in Toronto, Ontario,
Canada.


NORTEL NETWORKS: S&P Puts B- Rating on Proposed $1 Billion Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' debt rating
to Canada-based Nortel Networks Corp.'s proposed $1 billion senior
unsecured convertible notes, which will consist of two tranches of
$500 million, maturing in 2012 and 2014, respectively.

Proceeds from the convertible notes will be used to partially
refinance NNC's $1.8 billion senior unsecured convertible notes
due Sept. 1, 2008, and therefore the overall debt level is not
expected to change.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on 100%-owned Canada-based
subsidiary, Nortel Networks Ltd.  At the same time, the ratings on
the $200 million notes of NNL and the $150 million notes of Nortel
Networks Capital Corp. were lowered to 'CCC' from 'B-'.  NNC, NNL,
and the U.S.-based subsidiary, Nortel Networks Inc., are
collectively referred to as Nortel.

The outlook on NNL is stable.

"The proposed $1 billion senior unsecured convertible notes of the
parent will be guaranteed by both NNL and NNI," said
Standard & Poor's credit analyst Madhav Hari.

"We note that the inclusion of the NNI guarantee in the proposed
offering will effectively subordinate about US$1.15 billion of
existing debt," Mr. Hari added.

This debt includes the $200 million unsecured notes of NNL due
September 2023, the $150 million unsecured notes of NNCC due June
2026, and the remaining $800 million convertible notes of NNC due
September 2008.

Given that, on a pro forma basis, priority debt and liabilities
will represent more than 30% of total adjusted assets, the ratings
on the $200 million notes of NNL and the $150 million notes of
NNCC were lowered as noted above, reflecting the relatively weaker
recovery prospects of this structurally junior debt in the event
of a reorganization.  

Nevertheless, the $800 million remaining senior unsecured
convertible notes of NNC will continue to be rated 'B-' despite
the structural subordination; this is because Standard & Poor's
believe investors can expect a higher likelihood of full recovery
given the notes near-term maturity, particularly in the context of
Nortel's meaningful cash balances of $3.5 billion at
Dec. 31, 2006, which are expected to be sustained.

The ratings on NNL, which are based on the consolidation with
parent NNC, reflect a highly competitive telecom equipment
industry, notably in the context of continuing carrier
consolidation; ongoing major changes in the industry's technology
direction, resulting in potential rapid adverse changes in demand
patterns; a weak but stable spending environment for global
telecom equipment and services; the company's high level of debt
and weak credit protection measures; and profitability that
continues to lag that of its peers.  

These factors are partially mitigated by the company's broad
portfolio of wireline and wireless products and services;
reasonable-scale, geographically diversified operations; strong
customer relations; early indications of a trend toward improved
profitability; and a healthy liquidity position.

The stable outlook reflects our expectations of only modest
improvement in Nortel's operating performance, including modest
growth in revenues, EBITDA, and cash flow in the next two years.
The stable outlook also assumes that Nortel will be able to
maintain a healthy liquidity position supported by a minimum of
$1.5 billion in cash balances.  The outlook could be revised to
positive should Nortel deliver better-than-expected operating
performance and improved free operating cash flows.  Should
Nortel's profitability weaken, and if its free operating cash flow
remains negative in the medium term, the outlook could be revised
to negative.


NORTHWEST AIRLINES: Wants Court Nod on WCAA Settlement Agreement
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize a settlement agreement dated Feb. 27, 2007, relating to
Special Airport Facilities Revenue Refunding Bonds Series 1995
among the Debtors; U.S. Bank, National Association as trustee; and
Wayne County Airport Authority, for itself and as successor to the
Charter County of Wayne, Mich.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that the Settlement Agreement represents a
comprehensive, integrated resolution of disputes among the
Parties with respect to their obligations related to the Special
Airport Facilities Revenue Refunding Bonds Series 1995, and
corresponding leases and agreements.

The salient terms of the agreement are:

A. The Trustee will receive claim consideration from the Debtors,
    specifically:

    (i) a General Unsecured Claim against Northwest Airlines for
        $49,000,000 on account of a special facilities lease; and

   (ii) a General Unsecured Claim against NWA Corp. for
        $17,000,000 with respect to the Trustee's claim on account
        of a Guarantee and Covenant Agreement dated November 1,
        1995, between itself and the Debtors, which claim will be
        treated for purposes of distributions under the Plan as a
        claim based on a guarantee by a Consolidated Debtor of the
        primary obligation of another Consolidated Debtor.

The Trustee will also retain all special facilities charges
previously paid to it together with any other amounts held by the
Trustee pursuant to a bond ordinance plus Special Facilities
Charges for $15,619 per day, from December 1, 2006, through and
including the date of approval of the Settlement Agreement -- the
Effective Date.

The Trustee will be entitled, from and after the Effective Date,
to apply and distribute the Special Facilities Payments in
accordance with the terms of the Bond Ordinance and to make
distributions to holders of the Refunding Bonds.

Upon the occurrence of the Effective Date, the allowance of the
Allowed Claims will be deemed (i) a prepayment in full of all of
the Special Facilities Charges except for current expenses items
of a similar nature, pursuant to a special facilities lease, and
(ii) a full satisfaction of the Wayne Airport Authority's
reletting obligations of the Bond Ordinance and of the Special
Facilities Lease.

After the Effective Date, the statutory lien established by the
Bond Ordinance on net revenues will be limited only to a total
claim consideration and all its proceeds, and will not apply to
any other Net Revenues.  Moreover, the Refunding Bonds will
remain outstanding only for the purpose of entitlement to
distributions from the Total Claim Consideration, and the Trustee
will have no further rights or obligations under the Bond
Ordinance or the Special Facilities Lease.

When all distributions to be made on account of the Total Claim
Consideration have been received by the Trustee in accordance
with the terms of the Settlement Agreement, the Refunding Bonds
will be cancelled and will no longer be outstanding for any
purpose, except as evidence of a right to receive a pro rata
percentage of the Total Claim Consideration from the Trustee.

The Bond Ordinance and the Special Facilities Lease will continue
in effect, for the benefit of the Trustee, solely for the
purposes of:

    (i) allowing the Trustee to apply funds and make any
        distributions relating to the Refunding Bonds and to
        perform other necessary administrative functions;

   (ii) permitting the Trustee to maintain and assert any right
        to, and any charging liens it may have for, its fees,
        costs, expenses, and indemnification under the Bond
        Ordinance and under the Special Facilities Lease; and

  (iii) continuing in effect the provisions of the Bond Ordinance
        and the Special Facilities Lease that provide protection
        to the Trustee with respect to the holders of the
        Refunding Bonds.

B. The Debtors may continue to store and deliver jet fuel for
    their own use and for the use of other air carriers operating
    at the Airport without the need to construct new facilities
    and to continue operating the existing flight kitchen at the
    Airport without the risk of disruption to catering operations.

    The Debtors will continue to occupy these facilities under the
    terms of the Special Facilities Lease, but will no longer be
    obligated to make payments of the Special Facilities Charges,
    except for Current Expenses of the Special Facilities Lease
    and items of a similar nature, which include expenses incurred
    by the Wayne Airport Authority related to maintenance,
    utilities, insurance and accounting costs related to the
    premises occupied by Northwest Airlines pursuant to the
    Special Facilities Lease.

    The amounts will be paid by Northwest pursuant to the Special
    Facilities Lease.

C. The Parties exchange mutual releases.

The Settlement Agreement, which has been executed by the Wayne
Airport Authority's Chief Executive Officer, will not become
binding on the Authority until it is approved by the Authority's
Board, Mr. Dichter says.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Court Approves $1.225 Billion DIP Amendment
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves Northwest Airlines Corp. and its debtor-affiliates' first
amendment to their $1,225,000,000 super priority DIP and exit
credit and guarantee agreement dated August 21, 2006, with
Citicorp USA, Inc., as administrative agent, lender and issuing
lender.

                      Amendment to Loan Terms

The Debtors sought amendments to the DIP/Exit Credit Agreement
from their Lenders to take advantage of current much improved
market conditions to help lower their borrowing costs.

The amendments proposed will further reduce the Debtors' cost
of borrowing funds under the DIP/Exit Credit Agreement in
exchange for, among other things, acceleration of the payment of
certain deferred fees previously authorized by the Court that
would have been due and payable upon confirmation of a plan of
reorganization under the DIP/Exit Credit Agreement, Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
Washington D.C., explains.

In view of improved market conditions, United Airlines has
recently amended its corporate credit facility to achieve lower
borrowing costs, which reduced the applicable interest rate from
about LIBOR plus 375 basis points to LIBOR plus 200 basis points,
Mr. Ellenberg relates.  In addition, United Airlines' downsizing
of their credit facility by approximately $1,000,000,000 as part
of their refinancing should provide some additional investor
appetite in the market place that could improve investor interest
in the Debtors' credit facility, thereby providing additional
demand to help the Debtors achieve the lowest borrowing cost for
re-pricing the facility prior to emergence from bankruptcy, Mr.
Ellenberg adds.

The amendments set forth in the First Amendment will allow the
Debtors to:

   (a) benefit from the original intent of the hedging lines
       of credit and use -- subject to an amendment of the
       intercreditor agreement entered into in connection with
       the DIP/Exit Credit Agreement -- up to an additional
       $150,000,000 of the value of the collateral securing the
       $1,225,000,000 in obligations under the DIP/Exit Credit
       Facility and the $150,000,000 in pari passu obligations
       due and owing to U.S. Bank to secure fuel, currency and
       interest rate hedging contracts with an incremental
       dollar-for-dollar pari passu first lien on the collateral
       securing the obligations to the lenders under the DIP/Exit
       Credit Agreement and to U.S. Bank without having to pay
       down the revolving loans outstanding under the DIP/Exit
       Credit Agreement; and

   (b) streamline certain administrative compliance procedures.
   
Subject to the satisfaction of the conditions precedent set forth
in the First Amendment, the proposed amendments to the DIP/Exit
Credit Agreement are:

Pursuant to the First Amendment, "Hedging Obligations" will be
amended to refer to all obligations and liabilities of an entity
under any Interest Rate Protection Agreement, Fuel Hedging
Agreement or Currency Exchange Rate Protection Agreement, which
are payable upon the termination of the agreement.  Hedging
Obligations under Specified Hedging Agreements will be valued on
a mark-to-market basis from time to time pursuant to a
methodology agreed to among the Debtors, the applicable
counterparty, and the Administrative Agent.

"Specified Currency Exchange" will mean any Currency Exchange
Rate Protection Agreement entered into by the Debtors and any
entity that was a Lender or Lender Affiliate designated by the
relevant lender and the Debtors through a written notice to the
Administrative Agent providing for methodology agreed to by the
Debtors, Lender and the Administrative Agent of valuing on mark-
to-market basis the amount of Hedging Obligations and (ii) an
agreed upon maximum amount of Hedging Obligations.

"Specified Hedging Agreement" will mean any specified currency
exchange rate protection agreement, specified interest rate
protection agreement, or any specified fuel hedging agreement.

The Debtors agree that the aggregate amount of all Hedging
Obligations under all Specified Hedging Agreements at any time
outstanding that will be included as "Obligations" will not
exceed $150,000,000.

The Debtors also agree to pay a fee on all outstanding Letters of
Credit at a per annum rate equal to the Applicable Rate then in
effect with respect to Eurodollar Loans, shared ratably among the
Revolving Lenders and payable quarterly in arrears on each Letter
of Credit Fee Payment Date after the issuance date.

With respect to all Letter of Credit amounts outstanding prior to
the First Amendment Date, the fee will be at a per annum rate
equal to the Applicable Rate as in effect with respect to
Eurodollar Loans prior to the First Amendment Date; with respect
to all Letter of Credit amounts outstanding on or after the First
Amendment Date, the fee will be at a per annum rate equal to the
Applicable Rate as in effect with respect to Eurodollar Loans on
or after the First Amendment Date.

The Applicable Rate with respect to Loans outstanding prior to
the First Amendment Date will be:

   (i) 1.50%, in the case of ABR Loans, and

  (ii) 2.50%, in the case of Eurodollar Loans.

The Applicable Rate with respect to Loans outstanding on or after
the First Amendment Date will be:

   (i) 1.00%, in the case of ABR Loans, and

  (ii) 2.00%, in the case of Eurodollar Loans.

Among other things, the Debtors will default under the amended
DIP/Exit Credit Facility in the event:

   -- its number of Flights during any fiscal quarter using the
      Pacific Routes declines by more than 25% from the number of
      Flights using the Pacific Routes during the corresponding
      quarterly period in the fiscal year ending December 31,
      2004;

   -- the aggregate number of Disposed Japanese Foreign Slots
      plus Unavailable Japanese Foreign Slots will exceed 15% of
      the Base Number of Japanese Foreign Slots; or

   -- one or more rulings will be entered against the Debtors
      involving a liability of $25,000,000 or more in the case of
      any one ruling, or $50,000,000 or more in the aggregate for
      all the rulings, and those rulings will not have been
      vacated, discharged, satisfied or stayed or bonded pending
      appeal within 60 days after the ruling is entered.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NUVOX INC: CLEC FDN Deal Cues S&P's Developing CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Greenville, South Carolina-based competitive
local exchange carrier NuVox Inc. on CreditWatch, with developing
implications.  The action followed the company's report of its
definitive agreement to acquire Maitland, Florida-based CLEC
FDN in a transaction.  It did not disclose the terms.  The 'B-'
bank loan and '5' recovery rating at intermediate holding company
Gabriel Communications Finance Co. are not on CreditWatch, because
this debt will be refinanced as part of the transaction.

"Given the lack of information on merger terms and detailed
financial disclosure on the acquired company and the uncertainty
about the financial profile and business strategy of NuVox pro
forma for the acquisition, it is not clear whether the outcome of
the transaction will be detrimental or beneficial to NuVox's
overall credit profile," said Standard & Poor's credit analyst
Catherine Cosentino.

"We could raise the corporate credit rating if the company's
business position improves significantly with the acquisition or
if we believe it materially improves the company's ability to
achieve net free cash positive results (after capital
expenditures).  While not very likely, we could lower the rating
if we determine that the transaction substantially impairs the
company's near-term liquidity," Standard & Poor's credit analyst
concludes.


NVIDIA CORP: Judge Efremsky Bars Media in Court Proceedings
-----------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California barred the media in a trial
involving Nvidia Corp. and 3DFX Interactive Inc., the Mercury News
reports.

According to Mercury News, Judge Efremsky barred two reporters
from covering the proceedings unless they signed confidentiality
agreements.  Parties who wanted to observe the proceedings were
also asked to sign a statement stating that they agree not to
disclose anything heard in the courtroom.

                              Lawsuit

Creditors of 3DFX sued Nvidia alleging that they are still owed
1 million shares of Nvidia's stock pursuant to a 2001 merger
agreement.  Mercury News relates that Nvidia's stock closed at
$29.97 per share on Wednesday.

Nvidia had bought 3DFX for $70 million in cash but now claims that
those assets were just worth $14 million.

Nvidia Corp. is represented by Robert P. Varian, Esq., at Orrick,
Herrington and Sutcliffe.

                      About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.  

The Company filed for chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.

                        About NVIDIA Corp.

Headquartered in Santa Clara, Calif., NVIDIA Corporation --
http://www.nvidia.com/-- is a manufacturer of programmable
graphics processor technologies.  The company creates innovative,
industry-changing products for computing, consumer electronics and
mobile devices.  NVIDIA has annual revenues of over $2.5 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Standard & Poor's Ratings Services removed its ratings on Nvidia
Corp. from CreditWatch, where they were placed with negative
implications on Aug. 15, 2006.  S&P said the corporate credit
rating was affirmed at 'BB-' and the outlook is stable.


OMI CORPORATION: Considers Strategic Alternatives; Hires Perella
----------------------------------------------------------------
OMI Corporation's Board of Directors has decided to evaluate a
range of strategic alternatives to further enhance shareholder
value.  These alternatives may include, but are not limited to,
continued execution of its operating plan, sale or merger of the
company or other strategic transactions.

The company has retained Perella Weinberg Partners and Fearnley
Fonds ASA as financial advisors in the evaluation process.

The company noted that there can be no assurance that the
exploration of strategic alternatives will result in any
transaction.  

The company does not intend to disclose developments with respect
to this process unless and until the review of strategic
alternatives has been completed.

OMI Corporation (NYSE:OMM) -- http://www.omicorp.com/-- is a  
major international owner and operator of tankers. Its fleet
aggregates approximately 3.5 million deadweight tons and comprises
13 Suezmax tankers (7 of which it owns and 6 of which are
chartered-in) and 32 product carriers (of which it owns 28 and
charters-in 4). In addition, the Company has 2 product carriers
under construction, which will be delivered in 2009.


OMI CORP: Planned Sale Prompts S&P's Negative CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and 'BB' senior unsecured debt ratings on OMI Corp. on
CreditWatch with negative implications.

"The CreditWatch placement follows OMI's announcement that its
Board of Directors is exploring strategic alternatives, which
could include the sale of the company," said Standard & Poor's
credit analyst Eric Ballantine.

OMI, a sizable oil tanker shipping company, has retained Perella
Weinberg Partners and Fearnley Fonds ASA as financial advisors.
Although the ultimate outcome of this process is uncertain, these
strategic alternatives could potentially weaken bondholder
protection measures and could result in a ratings downgrade.

In resolving its CreditWatch listing, we will monitor developments
associated with the company's pursuit of strategic alternatives.
If it appears a transaction is not likely to occur, Standard &
Poor's could decide to resolve the CreditWatch listing by taking
the ratings off CreditWatch and affirming.


PARMALAT SPA: Investors to Get $50 Million Partial Settlement
-------------------------------------------------------------
A multi-national notification program began on March 22, 2007, as
ordered by the U.S. District Court for the Southern District of
New York, to alert investors, brokers, financial institutions, and
other nominees who bought the common stock or bonds of Parmalat
Finanziaria S.p.A. and its subsidiaries and affiliates from
Jan. 5, 1999, through and including Dec. 18, 2003, about a
$50 million partial settlement of a U.S. class action lawsuit
about the prices paid for Parmalat common stock and bonds.

The lawsuit alleges that Parmalat and numerous other defendants
participated in a fraudulent financial scheme, resulting in the
understatement of Parmalat's debt by nearly $10 billion and the
overstatement of its net assets by over $16 billion.  Parmalat
ultimately filed for bankruptcy, and the value of its stock and
bonds dramatically declined.

Several of the defendants have now agreed to settle the case
(Banca Nazionale del Lavoro S.p.A. (BNL), Credit Suisse Group,
Credit Suisse, Credit Suisse International, and Credit Suisse
Securities (Europe) Limited), while the lawsuit proceeds against
Parmalat S.p.A. (the successor to Parmalat Finanziaria S.p.A.),
financial institutions, two auditing firms, and certain
individuals.

The Court defined "Class members" in the settlement to include all
people and entities who bought Parmalat common stock and/or bonds
from Jan. 5, 1999 through and including Dec. 18, 2003, and were
damaged thereby, regardless of where such people live or where
they purchased their Parmalat securities.

Notices informing Class members about their legal rights will be
mailed, and are scheduled to appear in publications reaching
readers in the United States, Italy, and around the world, leading
up to a hearing in New York on July 19, 2007, when the Court will
consider whether to approve the settlement.

In May 2004, the Court appointed the law firms of Cohen, Milstein,
Hausfeld & Toll, P.L.L.C, of Washington, D.C., Grant & Eisenhofer,
P.A., of Wilmington, DE, and Spector Roseman & Kodroff, P.C., of
Philadelphia, PA, to represent the Class.  These firms have been
litigating this case known as In re Parmalat Securities
Litigation, No. 04 Civ. 0030 (LAK), since that time, and they
negotiated the partial settlement.

Those affected by the settlement may simply await further notice
about how to ask for a payment, or may now exclude themselves
from the partial settlement, or object to the terms of the
proposed settlement.  The deadline for exclusions and objections
is June 19, 2007.

The money in the settlement fund will not be distributed yet.  In
part because the litigation is still proceeding against the
remaining defendants, there is no plan to allocate the money now;
thus it is not possible to determine the amount of Class member
payments, or what the average payment will be on a per share or
per bond basis.  Payments will depend on the number of valid claim
forms that Class members eventually send in, how many shares of
Parmalat stock they bought or how many bonds they bought, when
they bought and sold them, and the prices they paid.

A neutral Court website has been established at
http://www.ParmalatSettlement.com/where notices and the  
Settlement Stipulation may be obtained.  Those affected may also
write to:

     Parmalat Notice Administrator
     P.O. Box 4068
     Portland, OR 97208-4068

The Class Counsels are:

     1) Mark S. Willis, Esq.
        Cohen, Milstein, Hausfeld & Toll, P.L.L.C.
        Telephone +1-202-408-4606

     2) James Sabella, Esq.
        Grant & Eisenhofer P.A.
        Telephone +1-646-722-8500

     3) Robert M. Roseman, Esq.
        Spector Roseman & Kodroff, P.C.
        Telephone +1-215-496-0300

                       About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PLEASANT CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Pleasant Care Corporation
             dba Arbor Convalescent Hospital
             dba Arbor Place Residential Care
             dba Pleasant Care Convalescent-Napa
             dba Pleasant Care Convalescent-Novato
             dba Pleasant Care Convalescent-Petaluma
             2258 Foothill Boulevard
             La Canada, CA 91011

Bankruptcy Case No.: 07-12312

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ember Care Corp.                           07-12316
      PCC Health Services, Inc.                  07-12319
      SNF Properties, Inc.                       07-12322
      Atlas Care Enterprises, Inc.               07-12326

Type of Business: The Debtors provide nursing home care.
                  See http://www.pleasantcare.com/

Chapter 11 Petition Date: March 22, 2007

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtors' Counsel: Ron Bender, Esq.
                  Levene, Neale, Bender, Rankin & Brill L.L.P.
                  10250 Constellation Boulevard Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
N.C.S./Neighborcare/Omnicare     pharmacy            $4,147,290
100 East River Center Boulevard
Covington, KY 41011

C.A. Dept. of Health Services    A.Q. fee            $3,037,897
1501 Capital Avenue, Suite 71
Sacramento, CA 95899

Twin Med                         nursing supplies    $2,611,487
11333 Greenstone Avenue
Santa Fe Springs, CA 90670

Healthcare Services Group        housekeeping/       $2,330,728
3220 Tillman Drive               laundry services
Suite 300
Bensalem, PA 19020

South Pacific Rehabilitation     P.T./O.T./S.T.      $1,896,244
16260 Ventura Blvd., Suite 600
Encino, CA 91436

Comprehensive Therapy            P.T./O.T./S.T.      $1,466,242
1261 Oakhaven Lane
Arcadia, CA 91006

Gordon & Rees, L.L.C.            legal fees          $1,288,303
275 Battery St. 20th Floor
San Francisco, CA 94111

Dynamic Med Sys, Inc.            supplies/             $828,357
2811 East Ana Street             ancillary
Ranch Dominguez, CA 90221

Dairy King                       food                  $366,795
815 Thompson Avenue
Glendale, CA 91201

Botica del Sol                   pharmacy              $339,026
2331 Cesar Chavez Avenue
Los Angeles, CA 90033

Kindred Pharmacy                 pharmacy              $312,851
88 East Road St. Suite 900
Columbus, Ohio 43215

American International           worker's              $305,344
Group                            compensation
P.O. Box 35657-4 Metrotech
Center, Suite 7/F
Brooklyn, NY 11245

SYSCO                            food                  $262,428
12180 Kirkham Road
Poway, CA 92064

Lippa Insurance Services         insurance             $258,428
30100 Town Center, Suite 212
Laguna Beach, CA 92677

Dept. of Health Services         facility licenses     $241,517

Schrader's Medical Supplies Inc. medical supplies      $229,451

Kaiser Permanente                health insurance      $178,196

Independent Healthcare           pharmacy              $163,157
Services

S.E.I.U. United Healthcare       union dues            $156,022
Workers-West

Ancillary Provider Service       patient supplies/     $154,687
                                 N.G.T.


POWER BODIES: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Power Bodies, Inc.
        5156 Stevens Creek Boulevard
        San Jose, CA 95129

Bankruptcy Case No.: 07-50812

Type of Business: The Debtor provides personal fitness training.  
                  See http://www.powerbodies.com/

Chapter 11 Petition Date: March 21, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Anthony Delas, Esq.
                  Foothill Law Group
                  3333 Bowers Avenue, Suite 130
                  Santa Clara, CA 95054
                  Tel: (408) 293-0880

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Greater Bay Bank                 S.B.A. loan         $1,460,000
60 South Market Street #150                           ($950,000
San Jose, CA 95113                             portion of claim
                                                 has a $100,000
                                                 secured amount;
                                                        $60,000
                                               portion of claim
                                                 has an unknown
                                                 secured amount)

Gavin and Cunningham             legal expenses        $200,000
1530 The Alameda, Suite 210
San Jose, CA 95126

American Express Business Line   trade debt             $68,000
P.O. Box 53809
Phoenix, AZ 85072-3809

Wells Fargo Business Line        trade debt             $58,000

C and J Contracting              law suit               $50,000

Key Bank                         trade debt             $50,000

Chase Visa                       trade debt             $24,000

American Express Corp.           trade debt             $20,000

Integrated Access Solutions      trade debt             $10,334

CINTAS Corp.                     trade debt              $2,000

Capsotone Law Group              legal fees              $1,510

Litke Properties                 lease                  unknown

U.S. Bank Corp.                  lease                  unknown

American River Bank              lease                  unknown


QUANTA SERVICES: Planned Acquisition Cues S&P's Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Houston-based Quanta
Services Inc. on CreditWatch with positive implications.

The CreditWatch placement follows the company's report that it
intends to acquire competitor Infrasource Inc. in a $1.2 billion
all stock transaction.  The company expects the transaction to
close by the end of the third quarter of 2007.  Quanta had total
debt of roughly $449 million as of Dec. 31, 2006.

"The CreditWatch placement reflects the benefits that Quanta is
expected to derive from the transaction, including increased
geographic diversity, additional service capabilities in electric
power transmission and distribution, as well as participation in
other complementary lines of business," said Standard & Poor's
credit analyst James Siahaan.

Standard & Poor's will consider Quanta's expected post-acquisition
financial policies, among other factors, in its review of the
rating.


RADIO ONE: Gets Nasdaq Delisting Notice Due to Late 10-K Filing
---------------------------------------------------------------
Radio One Inc. received a letter from The Nasdaq Stock Market on
March 19, 2007, stating that the company is not in compliance with
Nasdaq Marketplace Rule 4310(c)(14).  The Nasdaq Staff
Determination Notice was issued in accordance with Nasdaq
procedures when Radio One did not file its Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2006 by the due date for
such report.

The company has filed a request for a hearing before Nasdaq's
Listing Qualifications Panel to review the determination and
request an exception, in accordance with Nasdaq procedures.  A
timely request for a hearing automatically stays the suspension
and delisting, pending a determination by the Panel.

Radio One's stock will continue to be listed on the Nasdaq Global
Market until the Panel issues its decision and during any
extension that is allowed by the Panel.

Radio One anticipated receipt of this notice from Nasdaq because,
as previously disclosed, the ongoing independent review of its
historical stock option granting practices has caused it to delay
the filing of it Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2006.  On Feb. 21, 2007, the company reported that
its audit committee is conducting an internal review of its
historical stock option practices and related accounting
treatment, assisted by outside legal counsel.  The company intends
to file its Form 10-K as soon as practicable after completion of
the internal review, which the company expects will bring it back
into compliance with Nasdaq Marketplace Rule 4310.

Headquartered in Lanham, Maryland, Radio One, Inc., (NASDAQ: ROIAK
and ROIA) is a radio broadcasting company that owns and operates
70 radio stations located in 22 urban markets in the U.S.  
Additionally, Radio One owns Giant Magazine and interests in TV
One, LLC, a cable/satellite network programming primarily to
African-Americans and Reach Media, Inc., owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.  
Radio One also operates the only nationwide African-American
news/talk network on free radio and programs "XM 169 The POWER,"
an African-American news/talk channel, on XM Satellite Radio.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Radio One Inc. to 'B+' from 'BB-'.  The outlook
is negative.


RCN CORP: Net Loss in Year Ended Dec. 31 Down to $11.85 Million
---------------------------------------------------------------
RCN Corp. reported higher revenues of $585.47 million for the year
ended Dec. 31, 2006, as compared with revenues of $530.41 million
for the year ended Dec. 31, 2005.  It posted a net loss
attributable to common shareholders of $11.85 million for the year
2006, as compared with a net loss of $136.11 million for the year
2005.

The increase in revenues for the year 2006 was largely due to
growth in revenue from commercial customers of $46.3 million,
primarily attributable to the acquisition of CEC completed on
March 17, 2006.

For the year ended Dec. 31, 2006, the company incurred operating
expenses that include direct expenses of $196.91 million; selling,
general and administrative costs of $280.92 million; impairments,
exit and restructuring costs of $6.7 million; and depreciation and
amortization costs of $192.96 million.  During the year 2006, the
company had an operating loss of $92.03 million.

For the year ended Dec. 31, 2005, the company's operating expenses
were $187.49 million in direct expenses; $269.68 million in
selling, general and administrative costs; $5.13 million in
impairments, exit and restructuring costs; and $184.56 million in
depreciation and amortization costs.  During the year 2005, the
company had an operating loss of $116.47 million.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $975.38 million and total liabilities of
$405.44 million, resulting to total stockholders' equity of
$569.94 million.

Cash and cash equivalents and short-term investments in 2006 were
$66.34 million and $58.17 million, respectively.  The company's
accumulated deficit in 2006 increased to $151.65 million from
$139.8 million in 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1be9

                        California Assets

On March 13, 2007, the company sold its San Francisco, California
assets to an affiliate of Wave Broadband LLC.  Separately,
management has decided to exit the Los Angeles, California market
during 2007.  

                         Return of Capital

On March 12, 2007, the company's Board of Directors approved a
potential return of capital to shareholders in the range of
$350 million to $400 million, which would be funded with a
combination of cash on hand and additional borrowings.  To affect
the return of capital, the company's total debt would increase to
about $500 million.   

The proposed new financing, anticipated to consist entirely of a
new first-lien credit facility, is expected to commence in the
third week of March 2007 and take about 30 days to complete.  Any
such return of capital will require the company either to obtain
consents from lenders under its first-lien credit facility and
second-lien notes or to refinance or retire these obligations.  
The company is currently in discussions with existing lenders
about the potential return of capital.

                          About RCN Corp.

RCN Corp. (NasdaqGS: RCNI) -- http://www.rcn.com/-- is a  
communications company marketing video, voice and data services to
residential and commercial customers located in high-density
northeast and Midwest markets.  Its video programming services
include basic analog cable television, expanded basic cable TV,
digital cable TV, channels, video on demand and subscription video
on demand, high definition television, and digital video recorder
services.

                          *     *     *

As reported in the Troubled Company Reporter on Mar 21, 2007,
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.


R.H. DONNELLEY: Incurs $237.7 Million Net Loss in Full Year 2006
----------------------------------------------------------------
R.H. Donnelley Corp., formerly Dun & Bradstreet Corp., reported a
net loss of $237.7 million for the year ended Dec. 31, 2006, as
compared with a net income of $67.53 million for the year ended
Dec. 31, 2005.  

Revenues for the year 2006 grew to $1.89 billion, as compared with
revenues for the year 2005 of $956.63 million.  The increase in
revenues in 2006 was primarily a result of the Dex Media Merger,
as well as, to a lesser extent, purchases accounting resulting
from the AT&T Directory Acquisition.  Total net revenue for 2006
includes $857.2 million of net revenue from Dex Media-branded
directories with no comparable revenue in 2005.

Total cost of revenue in 2006 was $987.1 million, as compared with
$436.1 million in 2005, an increase of $551 million.

The company incurred sizeable amounts of net interest expenses of
$765.05 million and $264.53 million for the years 2006 and 2005,
respectively.  The increase in net interest expense of $500.6
million in 2006 is a result of dramatically higher outstanding
debt balances associated with the Dex Media Merger, combined with
higher interest rates.

General and administrative expenses in 2006 were $142.41 million,
as compared with $60.22 million in 2005, representing an increase
of $82.19 million.  Depreciation and amortization expenses during
2006 totaled $323.62 million, as compared with $85.14 million in
2005, representing an increase of $238.48 million.  

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $16.14 billion and total liabilities of $14.32 billion,
resulting to total shareholders' equity of $1.82 billion.  The
company listed total shareholders' deficit of $291.41 million a
year earlier.  The company's accumulated deficit in 2006 was
$437.49 million.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $1.53 billion available to
pay total current liabilities of $2 billion.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1be2

                       Recent Acquisitions

On Sept. 6, 2006, the company acquired Local Launch Inc., a local
search products, platform and fulfillment provider that enables
resellers to sell Internet advertising solutions to local
advertisers.  The purpose of the Local Launch Acquisition was to
support the expansion of the company's current local SEM and SEO
offerings and provide new, innovative solutions to enhance our
local SEM and SEO capabilities, as well as to make RHD a leading
publisher of yellow pages directories and provide or online loacal
commercial search services.  The results of the Local Launch
business are included in the company's consolidated results
commencing Sept. 6, 2006.  The Local Launch business now operates
as a direct wholly owned subsidiary of RHD.  

On Nov. 2, 2006, the company repurchased all outstanding warrants
to purchase 1.65 million shares of the company's common stock from
the GS Funds for an aggregate purchase price of about
$53.1 million.

                       About R.H. Donnelley

RH Donnelley Corp., formerly The Dun & Bradstreet Corp., (NYSE:
RHD) -- http://www.rhdonnelley.com/ -- publishes and distributes  
print and online directories in the U.S.  It offers print
directory advertising products, such as yellow pages and white
pages directories. As of Dec. 31, 2006, R.H. Donnelley Inc., Dex
Media, Inc. and Local Launch, Inc. were the company's only direct
wholly owned subsidiaries.

In June 1998, The Dun & Bradstreet Corp. separated through a spin-
off into two separate public companies, R.H. Donnelley Corp.,
which is formerly The Dun & Bradstreet Corp. and a new company
that changed its name to The Dun & Bradstreet Corp.


SERVICEMASTER CO: Merger Deal Prompts S&P to Downgrade Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Downers
Grove, Illinois-based outsourcing services provider The
ServiceMaster Co., including its corporate credit rating to 'BB+'
from 'BBB-'.  

All ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 28, 2006, following a report that
the company's board of directors had decided to explore strategic
alternatives to maximize value for shareholders, including the
possible sale of the company.

"The downgrade reflects our assessment that ServiceMaster no
longer possesses an investment-grade financial policy following
today's announcement that it has entered into a definitive merger
agreement to be acquired by an investment group led by Clayton
Dubilier & Rice Inc. for $15.625 per share, plus the assumption of
approximately $760 million of existing debt in a transaction
valued at approximately $5.5 billion," said Standard & Poor's
credit analyst Jean Stout.

"The ongoing CreditWatch listing reflects our expectation that
leverage for ServiceMaster will increase substantially after
effecting the acquisition," added Ms. Stout.

To resolve the CreditWatch listing, Standard & Poor's will monitor
developments and meet with management to discuss financial
policies and operating strategies, and evaluate the ultimate
financing and terms of this going-private transaction, including
the implications to ServiceMaster's existing senior unsecured debt
rating.


SIRIUS SATELLITE: FCC Rules Doesn't Bar Planned Merger
------------------------------------------------------
Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
disclosed in a joint statement filed with the U.S. Securities and
Exchange that Federal Communications Commission rules doesn't bar
Sirius from buying rival XM, Reuters reports.

In the statement, the two companies said that "[t]he commission's
published rules do not prohibit one satellite radio licensee from
acquiring control of the other."

"Nowhere does that rule prohibit the ability of a satellite radio
licensee to transfer or assign its license in any way," Reuter
relates citing the two companies.  "Indeed, the commission's 1997
reference to this rule expressly recognizes that the agency's
rules contemplate and permit the filing of this application for
the transfer of control of both satellite radio licensees to
common ownership."

The statement, Reuters says, is in sharp contrast to what FCC
Chairman Kevin Martin said when the deal was first disclosed.  
Mr. Martin had said that the deal faced a high hurdle because the
commission prohibited one company from holding the only two
existing satellite radio licenses.

                       Sirius and XM Merger

XM Satellite Radio and Sirius Satellite Radio entered into a
definitive agreement, under which the companies will be combined
in a tax-free, all-stock merger of equals with a combined
enterprise value of approximately $13 billion, which includes net
debt of approximately $1.6 billion.  

Under the terms of the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of Sirius common stock for each
share of XM they own.

XM and Sirius shareholders will each own approximately 50 percent
of the combined company.  The combination creates a nationwide
audio entertainment provider with combined 2006 revenues of
approximately $1.5 billion based on analysts' consensus estimates.

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending regulatory approval, the companies expect the
transaction to be completed by the end of 2007.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                          *     *     *

At Sept. 30, 2006, SIRIUS Satellite Radio's balance sheet showed
$1.6 billion in total assets and $1.8 billion in total
liabilities, resulting in a $200.3 million stockholders' deficit.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Moody's Investors Service affirmed SIRIUS Satellite Radio, Inc.'s
Corporate family rating at Caa1, Probability-of-default rating at
B3, and 9-5/8% senior notes due 2013 at Caa1, LGD4, 65%.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications.


SPATIALIGHT: Odenberg Ullakko Expresses Going Concern Doubt
-----------------------------------------------------------
Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.

SpatiaLight Inc. reported a net loss of $19 million on revenue of
$474,004 for the year ended Dec. 31, 2006, compared with a net
loss of $14 million on revenue of $237,724 for the year ended
Dec. 31, 2005.

Revenue in 2006 was affected by the significant decrease in
shipment releases against LG Electronics outstanding purchase
order related to delivery of T-3 LCoS Sets during the fourth
quarter of 2006.  

Losses before income taxes were approximately $18.7 million and  
$14 million in 2006 and 2005, respectively.  The increase in
losses is primarily due to costs associated with the start-up of
the company's South Korean manufacturing facility coupled with
negligible sales, increased legal fees related to the SEC
investigations and 2006 financings, offset by non-cash gains from
the revaluation of the note purchase option liability of $754,000
in 2005.  

At Dec. 31, 2006, the company's balance sheet showed $7.7 million
in total assets and $15.1 million in total liabilities, resulting
in a $7.4 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1 million in total current assets available to pay
$13.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1bd5

                        About SpatiaLight

SpatiaLight Inc. -- http://www.spatialight.com/ -- manufactures  
high-resolution LCoS microdisplays for use in a variety of display
applications, including high definition television.  The company
manufactures its products at facilities in Novato, California, and
at its larger production facility in South Korea.


STANDARD PARKING: Board Approves Common Stock Repurchase
--------------------------------------------------------
Standard Parking Corporation's Board of Directors authorized the
repurchase of the company's common stock in March 2007 on the open
market, not exceeding $20 million, provided that the company meets
certain financial tests.

In connection with the stock repurchase program, the company also
entered into an agreement on March 16, 2007, with Steamboat
Industries LLC, its majority shareholder, to repurchase from
Steamboat shares at the same price that the company pay in each
open-market purchase.

A full-text copy of the actual terms of the Stock Repurchase
Agreement is available for free at:

               http://ResearchArchives.com/t/s?1be4

Standard Parking Corporation -- http://www.standardparking.com/--   
provides parking facility management services.  The Company
provides on-site management services at multi-level and surface
parking facilities for all major markets of the parking industry.
The Company manages over 1,900 parking facilities, containing over
one million parking spaces in more than 300 cities across the
United States and Canada, including parking-related and shuttle
bus operations serving more than 60 airports.

                          *     *     *

Standard & Poor's Ratings Services raised Standard Parking Corp.'s
corporate credit and senior secured debt ratings to 'B+' from 'B',
and raised the senior subordinated debt rating to 'B-' from
'CCC+'.


STERLING CHEMICALS: Leverage Cues S&P's B- Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Sterling Chemicals Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned a senior secured debt
rating and a recovery rating to Sterling's proposed offering of
$125 million of senior secured notes due 2015 under Rule 144a with
registration rights.  The notes are rated 'B-' with a recovery
rating of '3', indicating our expectation that noteholders would
experience meaningful recovery of their principal in a payment
default.

The ratings are contingent on the issuance of the new notes, the
proceeds of which will be used to refinance Sterling's
$101 million notes due in December 2007 and for general corporate
purposes.  They are also contingent on the company extending the
maturity of its existing revolving credit facility that expires in
September 2007.  Following the issuance of the new notes, Sterling
will have total debt of $154 million.

"The ratings reflect Sterling's position as a moderate-size
commodity chemical producer and a highly leveraged capital
structure," said Standard & Poor's credit analyst Cynthia Werneth.

Key business risks include Sterling's single manufacturing
location, narrow product offering, and significant customer
concentration.

Houston, Texas-based Sterling, with 2006 revenues of $668 million,
produces acetic acid, styrene, and plasticizers at a single
manufacturing location in Texas City, Texas.  The company
manufactures acetic acid, the largest contributor to its earnings
and cash flow, under an exclusive, long-term contract for BP Amoco
Chemical Co.


STEVE MORALES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Steve Morales
        9205 Southwest 58th Avenue
        Pinecrest, FL 33156

Bankruptcy Case No.: 07-11907

Chapter 11 Petition Date: March 21, 2007

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Elias Leonard Dsouza, Esq.
                  111 North Pine Island Road, Suite 205
                  Plantation, FL 33324
                  Tel: (954) 763-7772

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


STRATOS GLOBAL: CIP Deal Cues S&P's Corp. Credit Rating's Upgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on
Canada-based remote telecommunications service provider Stratos
Global Corp., including the long-term corporate credit rating to
'B+' from 'B'.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed Dec. 13, 2006.
The outlook is stable.

This rating action follows the definitive agreement between
Stratos and CIP Canada Investment Inc., a wholly owned subsidiary
of U.K.-based CIP UK Holdings Ltd., under which CIP Canada will
acquire 100% of Stratos; at the same time, CIP UK will indirectly
grant U.K.-based Inmarsat Ventures Ltd. a call option to
indirectly purchase Stratos after April 2009.

"The rating action reflects our recognition that the potential
acquisition of Stratos by the higher rated Inmarsat after April
2009 will meaningfully enhance Stratos' credit profile," said
Standard & Poor's credit analyst Madhav Hari.

Nevertheless, the ratings on Stratos will remain lower than
Inmarsat until at least April 2009, reflecting its weaker credit
profile relative to Inmarsat, uncertainties regarding its
acquisition by Inmarsat, the company's independence owing to
acceptable structural separation between the two companies, and
the lack of specific credit support from Inmarsat.

On March 19, 2007, CIP Canada signed a definitive agreement to
acquire 100% of the shares of Stratos for a cash purchase price of
$230 million.  In addition, CIP UK has financing in place to
backstop the potential refinancing of Stratos' $150 million senior
unsecured notes, which have a change of control put option, and
under certain circumstances will backstop the refinancing of
Stratos' $225 million senior secured bank facility, which has
a change of control clause.  CIP UK expects to finance the share
purchase, including any interim funding to refinance Stratos' debt
outstanding, using borrowings from Inmarsat III Finance Ltd.--a
subsidiary of U.K.-based Inmarsat PLC.

The stable outlook reflects Standard & Poor's expectation that
Stratos should be able to improve its operating performance from
the weak 2006 levels, and modestly improve credit metrics in the
medium term.  The outlook also reflects expectations that the
company will be able to achieve synergies and cost savings as
planned.  The ratings and outlook could be lowered should the
company fail to meet our operational expectations, if there is
reasonable evidence that Inmarsat will not acquire Stratos, and if
the company fails to renew its contract with Inmarsat, which
expires in April 2009.  The outlook could be revised to positive
if Stratos is able to meaningfully lower debt and demonstrate more
sustained improvements in operating performance.


SWEETMAN RENTAL: Can Access Lenders' Cash Collateral
----------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio has permitted Sweetman Rental LLC to use cash collateral
securing its obligations to its prepetition lenders.

By having access to its cash collateral, the Debtor will be able
to meet its working capital needs, thereby permitting it to obtain
goods and services, meet customer obligations, obtain continued
trade debt, maintain its operations and attract new business, all
of which will help assure the ultimate success of the Debtor's
chapter 11 case.

As of Jan. 9, 2007, the Debtor owed its primary lender -- Peoples
Bank, National Association -- $1,200,000.  The Debtor's cash on
hand and in the bank at the time of its bankruptcy filing was
$10,000.  It had inventory of about $575,000.  The Debtor also had
rental contracts in place with customers generating accounts
receivable totaling $593,000.

Jupiter Band Instruments Inc. asserts a secured interest in and to
certain musical instruments pursuant to its financing arrangements
with the Debtor.  The Debtor identified 11 other Instrument
Financers that may have or may claim to have an interest in cash
collateral:

   a. Alliance Financial, LLC
   b. Alliance Funding Group, Inc.
   c. Financial Pacific Leasing, LLC
   d. Lakeland Bank Equipment Leasing Division
   e. Landmark Financial Corporation
   f. Leaf Funding, Inc.
   g. MD Capital Partners, Inc.
   h. Pentech Financial Services, Inc.
   i. Puget Sound Leasing Co., Inc.
   j. Lyon Financial Services, Inc.
   k. Pawnee Leasing Corporation

National Music Funding Corporation also asserts an interest in
certain cash held or to be received by the Debtor.  The Debtor is
a party to a number of agreements with National Music that provide
for the sale of certain of the Debtor's receivables from its
customers under various rent-to own contracts, installment sale
contracts, invoices, indebtedness, and obligations.  The Debtor
and National Music entered into a stipulation resolving their
claims against each other.

The Court conditioned the Debtors' use of the cash collateral on
the Debtor's compliance with a budget; maintenance of its bank
accounts at a federally insured depository institution; timely
filing of financial reports; and provision to its prepetition
lenders of a bi-weekly summary on its inventory and equipment, and
proof of insurance on all collateral.

The Debtor has granted replacement liens to its prepetition
lenders and is prepared to pay adequate protection payments.

Headquartered in Lancaster, Ohio, Sweetman Rental, LLC, doing
business as Sweetman Music -- http://www.sweetmanmusic.com/--  
sells musical instruments in Central and Southeastern Ohio, and
offers repair services on musical instruments.  The company filed
for Chapter 11 protection on Jan. 9, 2007 (Bank. S.D. Ohio, Case
No. 07-50116).  Matthew Fisher, Esq., at Allen, Kuehnle, Stovall &
Neuman LLP, represents the Debtor.  When the Debtor filed for
bankruptcy, its books and records reflect that the Debtor had
assets of approximately $2,956,700 and liabilities of
approximately $3,277,900.


SUN-TIMES MEDIA: Dec. 31 Balance Sheet Upside-Down by $359.8 Mil.
-----------------------------------------------------------------
Sun Times Media Group Inc.'s balance sheet at Dec. 31, 2006,
showed $899.9 million in total assets and $1.259 billion in total
liabilities, resulting in a $359.8 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $392.9 million in total current assets available to
pay $757.1 million in total current liabilities.

Sun-Times Media Group Inc. reported a net loss of $56.7 million on
total operating revenue of $418.7 million for the year ended Dec.
31, 2006, compared with a net loss of $11.6 million on $457.9
million of revenue for the year ended Dec. 31, 2005.

Operating revenue and operating loss in 2006 was $418.7 million
and $39 million, respectively, compared with operating revenue of
$457.9 million and an operating loss of $9.9 million in 2005.  The
decrease in operating revenue of $39.2 million compared to the
prior year is mainly due to a decrease in advertising revenue of
$33.2 million and circulation revenue of $4.6 million.

The $29 million increase in operating loss in 2006 is primarily
due to the $39.2 million decrease in total operating revenues, an
increase in other operating costs of $18.4 million, which was
largely due to severance payments, professional fees and
infrequent items, and an increase in corporate expenses of
$8.3 million, which was largely in legal and professional fees and
severance expense.  

These amounts were partially offset by a $31 million decrease in
indemnification, investigation and litigation costs, to a net
recovery of $17.4 million in 2006, from costs of $13.6 million in
2005; and lower sales and marketing expense of $7 million.  
  
Loss from continuing operations in 2006 amounted to $77.6 million,  
compared to a loss of $45.5 million in 2005.  The increase in loss
from continuing operations of $32.1 million was largely due to the
$29 million increase in operating loss and an increase in income
tax expense of $15 million.  

Interest and dividend income in 2006 amounted to $16.8 million
compared to $11.6 million in 2005, an increase of $5.2 million,
largely due to higher average cash and cash equivalent balances
and higher interest rates.

Other income in 2006 improved by $6.5 million to income of
$2.6 million from net expense of $3.8 million in 2005, primarily
due to decreased foreign exchange losses of $5.1 million, lower
equity in losses of affiliates of $1.5 million and legal and sales
tax settlements of $1.6 million in 2005, which were somewhat
offset by loss on sale of investments of $100,000 in 2006 compared
to a gain of $2.3 million in 2005.

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?1be7

As of Dec. 31, 2006, the company held $186.3 million in cash and
cash equivalents versus $198.4 million in cash and cash
equivalents and short-term investments of $57.7 million at
Dec. 31, 2005.

                      About Sun-Times Media

Headquartered in Chicago, Illinois, Sun-Times Media Group Inc.
(NYSE: SVN) -- http://www.thesuntimesgroup.com./-- is the premier  
source of local news and information for the greater Chicago area.  
Its media properties include the Chicago Sun-Times and
Suntimes.com as well as newspapers and web sites serving 120
communities throughout the Chicago area.                         


SYLVEST FARMS: Court Extends Time to File Ch. 11 Plan Until May 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
extended the exclusive periods of Sylvest Farms Inc. and its
debtor-affiliates to:

   a) file a Chapter 11 plan until May 13, 2007, and

   b) solicit acceptances of that plan until July 12, 2007.

The Debtors' exclusive period to file a plan expired on Feb. 12,
2007.  This is the Debtors' third request to extend the exclusive
periods.

The Debtors told the Court that they are engaged in discussions
and negotiations with the Official Committee of Unsecured
Creditors and other interested parties regarding the appropriate
means to conclude these Chapter 11 cases.  The Debtors have sold
substantially all of their assets, and are in the process of
winding down their business affairs.

The Debtors related that they will be in a better position to
examine their alternatives once they have concluded their
negotiation with the Committee and other parties.

The filing of a competing plan before they filed one would be to
the detriment of their creditors, the Debtors concluded.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets      
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


TECHNICAL OLYMPIC: SEC Filing Cues Moody's to Eye for Downgrades
----------------------------------------------------------------
Moody's placed all of the ratings of Technical Olympic USA, Inc.
under review for possible downgrade, including its B2 corporate
family rating, B3 senior notes rating, and Caa1 senior sub notes
rating.

The action follows the recent filing of the company's 10-K report
for 2006, which disclosed a number of items which are of concern
to Moody's.  

These issues include:

   * In an amendment to its bank credit agreement, which was in an
     exhibit attached to the 10-K, TOA noted that it had received
     relaxation of its interest coverage covenant from the former
     2.0x to 1.35x, but just for the third and fourth quarters of
     2007.  Beginning in the March 2008 quarter, the covenant
     steps back up to 2.0x.  This suggests that another amendment,    
     or set of amendments, will be required if and when the
     Transeastern issue is resolved, as the company would be
     unlikely to comply with the 2.0x covenant in 2008, especially
     with the added burden of any Transeastern debt.

   * In addition, in the same amendment referenced above, there is
     no mention of any change to the current debt leverage
     covenant (debt to adjusted tangible net worth of 2.5x     
     currently, stepping down to 2.25x if interest coverage falls
     below 2.5x).  This similarly suggests that any global
     solution to the Transeastern situation will require a return
     trip to TOA's own banking group for additional covenant
     relief.

   * At year-end 2006, TOA owned and controlled 64,700 lots,
     equating to a 8 -- 10 year land supply based on year-ahead
     projected deliveries.  This is a land supply that is quite
     aggressive given current market conditions and is suggestive
     of continuing, perhaps significant, land impairment and
     option abandonment charges, which would put added pressure on
     any final debt leverage covenant that may be negotiated.

   * Despite the pronounced weakness in Florida and Arizona,
     markets in these two states still account for 50% of the
     company's operations, suggesting that 2007 will be quite
     difficult for the company.

   * Although cash flow in the fourth quarter of 2006 was a
     positive $34 million, it was well below the positive
     $79 million generated in the fourth quarter of 2005.  In
     addition, cash flow for full year 2006 was still a negative
     $145.5 million.  This suggests that the company will be
     challenged in 2007 to pare back land and housing inventory in
     order to turn cash flow positive on an annual basis.

   * Debt leverage, as measured by homebuilding
     debt/capitalization, was 57.8% at year-end and will
     undoubtedly rise as the Transeastern issue is ultimately
     resolved.  Adding the $400 million of senior Transeastern
     debt to TOA's balance sheet would produce a debt leverage
     figure of 65.3%, and adding the full $625 million of
     Transeastern debt to TOA's balance sheet would produce a debt
     leverage figure of 68.5%.

Moody's review will focus on:

   * TOA's support, if any, for the joint venture beyond the
     $625 million debt figure currently being discussed;  

   * the write down or write off potential at TOA, both from its
     extended inventory position as well as from its Transeastern
     joint venture, if and when the latter is subsumed;

   * management's plans to seek permanent covenant relief;
   
   * management's action plan to turn cash flow positive and
     reduce debt leverage; and

   * internal controls at TOA, which are called into question by
     the unexpected developments at the Transeastern joint venture
     since problems first surfaced.

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Revenues and covenant EBITDA for 2006 were
approximately $2.6 billion and $400 million, respectively.


TECUMSEH PRODUCTS: Brazilian Unit Requests Judicial Restructuring
-----------------------------------------------------------------
TMT Motoco, the Brazil-based engine-manufacturing subsidiary of
Tecumseh Products Company, filed a request in Brazil for court
permission to pursue a judicial restructuring.  

The requested protection under Brazilian bankruptcy law is similar
to a U.S. filing for Chapter 11 protection in that during such a
restructuring TMT Motoco would remain in possession of its assets
and its creditors could not impose an involuntary restructuring on
it.

TMT Motoco requested the judicial restructuring following the
rejection of its request for a temporary stay pending its
previously announced appeal of a Brazilian court's decision,
entered on March 15, 2007, denying its request to impose financial
restructuring terms on two of its lenders.

TMT Motoco has suspended operations and, with the consent of its
unions, has placed its employees on vacation furlough.

TMT Motoco and a majority of its lenders had previously signed an
out-of-court restructuring agreement extending payment dates for
TMT Motoco's debt on the same terms sought to be imposed on the
two dissenting lenders in the court action.

In conjunction with its March 15, 2007, ruling, the Brazilian
court lifted a stay that had previously prevented one of the
dissenting banks from pursuing collection proceedings.  The court
also implemented sweep procedures for TMT Motoco's bank accounts.  
These actions had the effect of accelerating TMT Motoco's debt to
the dissenting bank, which totals approximately $18 million,
making it all now due and payable and enabling the bank to pursue
its remedies for collection under Brazilian law.

TMT Motoco had also asked the Brazilian court for injunctive
relief to suspend the outcome of the ruling pending its appeal;
that request, however, was denied.  TMT Motoco's appeal has been
withdrawn.

                          Lender Default

The filing in Brazil constitutes an event of default with the
Tecumseh's domestic lenders.  This will enable these lenders to
accelerate repayment of Tecumseh's debt unless such lenders agree
to waive the defaults or enter into curative amendments to
Tecumseh's first and second lien credit agreements to eliminate
the default and make other necessary changes to those agreements.  
In its ongoing discussions with these lenders, Tecumseh to date
has received no indication that it intends to accelerate or that
it will not agree to any requested consents, waivers, or
amendments.  There can be no assurance, however, that Tecumseh
will reach an agreement with its domestic lenders or as to what
the terms of any such agreement may be.

Tecumseh's management is continuing to assess what impact the
developments at TMT Motoco may have on its other businesses.  
Tecumseh's management is working to protect these other businesses
from any adverse effects of the events at TMT Motoco to the
greatest extent possible.  In that regard, Tecumseh noted that it
expects to meet all existing commitments to its engine customers
in North America as it currently has six weeks of inventory en
route from Brazil and it also has inventory available in its
warehouse in El Paso, Tex., and its plant in Dunlap, Tenn.

A full-text copy of Amendment No. 4 to First Lien Credit Agreement
is available for free at http://ResearchArchives.com/t/s?1bfe

A full-text copy of Amendment No. 1 to Amended and Restated Second
Lien Credit Agreement is available for free at
http://ResearchArchives.com/t/s?1bff

A full-text copy of the Out-of-Court Restructuring Agreement is
available for free at http://ResearchArchives.com/t/s?1c00

                 About Tecumseh Products Company

Headquartered in Tecumseh, Mich., Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/-- manufactures  
hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and
garden applications, submersible pumps, and small electric motors.  
The company has offices in Italy, United Kingdom, Brazil, France,
and India.


TELECONNECT INC: Posts $687,000 Net Loss in 1st Qtr. Ended Dec. 31
------------------------------------------------------------------
Teleconnect Inc. reported a $687,000 net loss on $974,000 in sales
for the fiscal first quarter ended Dec. 31, 2006, compared with a
$464,000 net loss on $1,307,000 of sales for the prior year
period.

The decrease in sales is attributed to the fact that the market is
extremely competitive and the company had to reduce its rates to
the end users.

It is important to note that the number of minutes switched during
the three months ended Dec. 31, 2006, increased by 0.08% to
19,330,813 minutes from 19,315,080 minutes switched during the
same three-month period in 2005.  The company says the volume of
business is virtually the same.  Hence, the company is selling
approximately the same level of minutes during the same quarter in
2005 but the market price has been reduced by about 25%.

At Dec. 31, 2006, the company's balance sheet showed $1,508,000 in
total assets and $7,965,000 in total current liabilities,
resulting in a $6,457,000 stockholders' deficit.

Full-text copies of the company's fiscal first quarter financials
are available for free at http://ResearchArchives.com/t/s?1be0

                       About Teleconnect Inc.

Teleconnect Inc. (OTCBB: TLCO) fka ITS Networks Inc. began as a
call-back service for foreign visitors to the south coast of
Spain, but now provides prepaid fixed-line and mobile long-
distance and rechargeable prepaid calling cards.  After changing
management in 2000, the company acquired Spanish telecom firm ITS
Europe.  In 2002 Teleconnect acquired prepaid calling card
business Teleconnect Comunicaciones.  Teleconnect sold its
postpaid telephone operations to Affinalia in 2003.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Murrell, Hall, McIntosh & Co. PLLP expressed substantial doubt
about Teleconnect 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
recurring losses from operations and net capital deficiency.


TITANIUM METALS: Inks New Long-Term Supply Deal with Rolls Royce
----------------------------------------------------------------
Titanium Metals Corporation has entered into a new long-term
titanium supply agreement with Rolls Royce plc and its affiliates.

Effective Jan. 1, 2007, the agreement provides for Titanium
Metals' supply of titanium products to Rolls Royce for gas turbine
engine production, which will expire on Dec. 31, 2016.  The
agreement also includes volume purchase and supply requirements.
Total revenues over the term of the contract are estimated to be
in excess of $2 billion.  Titanium Metals said that it will
continue to be the primary supplier of Rolls Royce's titanium
requirements for its gas turbine engines.

"This new agreement extends our longstanding strategic
relationship with Rolls Royce to each company's world-wide
affiliates, reflecting the global nature of our companies'
operations," Steven L. Watson, CEO and Vice Chairman of the
Board of Directors of TIMET, noted.  

"We believe this new agreement also further solidifies [Titanium
Metals's] industry-leading position on hollow fan blade titanium
components for aircraft engines and provides opportunities to grow
with Rolls-Royce in the development of engine programs for the
latest generation of twin-aisle aircraft such as the Trent 900 for
the Airbus A380 and the Trent 1000 for Boeing's 787 Dreamliner
and offers potential growth in future programs such as the Airbus
350XWB."

                    About Titanium Metals Corp.

Headquartered in Dallas, Texas, Titanium Metals Corp. (NYSE: TIE)
-- http://www.timet.com/-- produces titanium melted and mill   
products.  It offers titanium sponge, melted products, mill
products, and industrial fabrications.

                          *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TOWER RECORDS: Caiman Holdings Buys Trademark & Web Site for $4.2M
------------------------------------------------------------------
Caiman Holdings Inc. has bought Tower Records trademark and Web
site for $4.2 million outbidding four other competitors, the
Sacramento Business Journal reports.  The sale includes the
e-commerce business and a global trademark of Tower Records, which
is registered in 37 countries.

The Sacramento Bee further relates that with the purchase, Caiman
Holdings could now operate the Web site and possibly open Tower
Records stores in the United States and in some foreign countries.

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


TRIMARAN CLO: S&P Rates $12 Million Class B-2L Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Trimaran CLO VII Ltd./Trimaran CLO VII Corp.'s
$454 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, and by income notes and
        overcollateralization;

     -- 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

                      Trimaran CLO VII Ltd.
                      Trimaran CLO VII Corp.
   
            Class               Rating      Amount
            -----               ------      ------------
            A-1L                AAA         $333,000,000
            A-1LR               AAA         $25,000,000
            A-2L                AA          $35,000,000
            A-3L                A           $30,000,000
            B-1L                BBB         $18,500,000
            B-2L                BB          $12,500,000
            Income notes        NR          $38,000,000
   
                         NR -- Not rated.


TRIPOS INC: Completes $26.2 Million Sale of Discovery Informatics
-----------------------------------------------------------------
Tripos Inc. has completed the sale of the assets of its Discovery
Informatics business to affiliates of Vector Capital and received
a final purchase price of $26.2 million for the unit.

This represented an increased purchase price of approximately
$575,000 due to improved working capital of the business since the
signing of the asset purchase agreement in November 2006.

Tripos used a portion of the proceeds to retire existing debt with
LaSalle Bank and Horizon Technology Finance.

Liquidation of the company will occur following resolution of all
remaining corporate debts and obligations, and will commence
approximately six months from now.

Efforts to sell Tripos' Discovery Research business are
continuing, although no assurance can be given that a transaction
for this division can be completed on satisfactory terms.

                       About Vector Capital

Based in San Francisco, California, Vector Capital --
http://www.vectorcapital.com/-- is a private equity boutique  
specializing in buyouts, spinouts, and recapitalizations of
established technology businesses.

                         About Tripos Inc.

Headquartered in St. Louis, Tripos Inc. -- http://www.tripos.com/
-- combines leading-edge technology and innovative science to
deliver consistently superior chemistry-research products and
services for the biotechnology, pharmaceutical and other life
science industries.

Within Tripos' Discovery Informatics business, the company
provides software products and consulting services to develop,
manage, analyze and share critical drug discovery information.

Within Tripos' Discovery Research business, Tripos' medicinal
chemists and research scientists partner directly with clients in
their research initiatives, leveraging state-of-the-art
information technologies and research facilities.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
shareholders of Tripos Inc. approved the company's plan of
dissolution and liquidation.


TRITON CDO: Defaults Prompt S&P to Junk Rating on Class B Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by Triton CDO IV Ltd., an arbitrage corporate
high-yield CBO managed by Triton Partners LLC, to 'CC' from 'CCC-'
and removed it from CreditWatch, where it was placed with negative
implications Dec. 19, 2006.

The downgrade reflects factors that have negatively affected the
credit enhancement available to support the notes since the last
downgrade in May 2006.  These factors primarily include an
increase in defaults and deterioration of the transaction's
overcollateralization ratios.

Based on the Jan. 31, 2007, trustee report, which was used for the
analysis, the deal held $8.0 million in securities, approximately
43.5% of the collateral pool, with ratings of 'CCC' or below.  
This compares with $5.75 million in securities with ratings of
'CCC' or below in May 2006.

According to the January 2007 report, the transaction was failing
its class B and C overcollateralization ratios, as well as the
class B and C interest coverage ratios.  The class B and C
overcollateralization ratios were at 89.20% and 47.31%,
respectively, compared with the respective minimum required ratios
of 121.0% and 111.5%.  The class B and C interest coverage ratios
were at 107.10% and 8.80%, compared with the minimum required
ratios of 140% and 125%, respectively.  The transaction has paid
down $6.966 million to the class B noteholders since May 2006.

                    Rating Lowered And Removed
                    From Creditwatch Negative
    
                        Triton CDO IV Ltd.

                   Rating
                   ------
         Class    To     From            Current balance
         -----    --     ----            ---------------
         B        CC     CCC-/Watch Neg  $19,738,000


TRONOX FINANCE: Fitch Places Issuer Default Rating at B
-------------------------------------------------------
Fitch has affirmed the ratings of Tronox Worldwide LLC and Tronox
Finance:

-- Issuer Default Rating at 'B';
-- Senior secured bank revolver at 'BB'/RR1;
-- Senior secured term loan at 'BB'/RR1;
-- Senior unsecured notes at 'B+'/RR3.

The ratings apply to approximately $549 million of total debt.
Tronox Worldwide and Tronox Finance are co-issuers of the senior
unsecured notes.  The Rating Outlook on the long-term ratings is
Stable.

The affirmations reflect Tronox's market position, geographical
reach, and strong customer retention.  

Growth rate projections for TiO2 are modest and tend to track
gross domestic product; however, growth rates vary by end-use
segment and region.  Fitch estimates growth in North America in
2007 to be close to 1.5%. Emerging markets such as Latin America,
Eastern Europe and the Pacific region are likely to grow at 2.8%
to 3.5% per year.  Therefore, Tronox is likely to realize more
volume growth in emerging markets.  Fitch estimates overall sales
growth for Tronox in 2007 to be close to 3%.

The ratings incorporate the lackluster financial results to date
as well as limited improvement going forward based on Fitch
projections.  The debt levels are expected to trend down as the
company completes announced land sales.  Tronox has full
availability under the $250 million revolver.  Debt to adjusted
EBITDA is 2.86x at Dec. 31, 2006.  Maintenance capital
expenditures are expected to be manageable over the near term with
only minor increases for brownfield expansion in 2007 and 2008.
Limiting the ratings is the neutral free cash flow and
environmental liabilities.

The Stable Outlook reflects the likelihood that Tronox's near-term
financial performance should remain steady, and debt levels
decline somewhat as TiO2 business conditions continue to improve
and the company sells land assets.  TiO2 prices are up year over
year and demand has been steadily rising especially in Europe and
the Asia/Pacific regions.  It is expected that strong demand in
Asia will likely keep the market tight during 2007 and maybe
longer.  While producers have been able to push prices higher
depending on the international markets, prices in the North
American markets have been flat.  Supply should continue to remain
tight with no major production additions planned in the near term,
with the first new capacity additions starting up in 2009.  
Margins are expected to strengthen as price increases take effect
and as the market fundamentals strengthen.  Fitch remains
moderately concerned about volatile energy costs and the overall
effect of high raw material prices on demand.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  Titanium dioxide is a white pigment used in a
wide range of products for its exceptional ability to impart
whiteness, brightness and opacity.  The company is the world's
third largest producer and marketer of titanium dioxide based on
reported industry capacity by the leading titanium dioxide
producers, and have an estimated 12% market share of the
$10 billion global market in 2006 based on reported industry
sales.  Its high-performance pigment products are critical
components of everyday consumer applications such as coatings,
plastics and paper, as well as specialty products, such as inks,
foods and cosmetics.  In addition to titanium dioxide, Tronox
produces electrolytic manganese dioxide, sodium chlorate and
boron-based and other specialty chemicals.  The company generated
Adjusted EBITDA of $191.9 million on $1.4 billion in net sales for
fiscal 2006.


TRONOX WORLDWIDE: Fitch Places Issuer Default Rating at B
---------------------------------------------------------
Fitch has affirmed the ratings of Tronox Worldwide LLC and Tronox
Finance:

-- Issuer Default Rating at 'B';
-- Senior secured bank revolver at 'BB'/RR1;
-- Senior secured term loan at 'BB'/RR1;
-- Senior unsecured notes at 'B+'/RR3.

The ratings apply to approximately $549 million of total debt.
Tronox Worldwide and Tronox Finance are co-issuers of the senior
unsecured notes.  The Rating Outlook on the long-term ratings is
Stable.

The affirmations reflect Tronox's market position, geographical
reach, and strong customer retention.  

Growth rate projections for TiO2 are modest and tend to track
gross domestic product; however, growth rates vary by end-use
segment and region.  Fitch estimates growth in North America in
2007 to be close to 1.5%. Emerging markets such as Latin America,
Eastern Europe and the Pacific region are likely to grow at 2.8%
to 3.5% per year.  Therefore, Tronox is likely to realize more
volume growth in emerging markets.  Fitch estimates overall sales
growth for Tronox in 2007 to be close to 3%.

The ratings incorporate the lackluster financial results to date
as well as limited improvement going forward based on Fitch
projections.  The debt levels are expected to trend down as the
company completes announced land sales.  Tronox has full
availability under the $250 million revolver.  Debt to adjusted
EBITDA is 2.86x at Dec. 31, 2006.  Maintenance capital
expenditures are expected to be manageable over the near term with
only minor increases for brownfield expansion in 2007 and 2008.
Limiting the ratings is the neutral free cash flow and
environmental liabilities.

The Stable Outlook reflects the likelihood that Tronox's near-term
financial performance should remain steady, and debt levels
decline somewhat as TiO2 business conditions continue to improve
and the company sells land assets.  TiO2 prices are up year over
year and demand has been steadily rising especially in Europe and
the Asia/Pacific regions.  It is expected that strong demand in
Asia will likely keep the market tight during 2007 and maybe
longer.  While producers have been able to push prices higher
depending on the international markets, prices in the North
American markets have been flat.  Supply should continue to remain
tight with no major production additions planned in the near term,
with the first new capacity additions starting up in 2009.  
Margins are expected to strengthen as price increases take effect
and as the market fundamentals strengthen.  Fitch remains
moderately concerned about volatile energy costs and the overall
effect of high raw material prices on demand.

Tronox is one of the leading global producers and marketers of
titanium dioxide.  Titanium dioxide is a white pigment used in a
wide range of products for its exceptional ability to impart
whiteness, brightness and opacity.  The company is the world's
third largest producer and marketer of titanium dioxide based on
reported industry capacity by the leading titanium dioxide
producers, and have an estimated 12% market share of the
$10 billion global market in 2006 based on reported industry
sales.  Its high-performance pigment products are critical
components of everyday consumer applications such as coatings,
plastics and paper, as well as specialty products, such as inks,
foods and cosmetics.  In addition to titanium dioxide, Tronox
produces electrolytic manganese dioxide, sodium chlorate and
boron-based and other specialty chemicals.  The company generated
Adjusted EBITDA of $191.9 million on $1.4 billion in net sales for
fiscal 2006.


TXU CORP: Announces IGCC Plans with KKR and TPG
-----------------------------------------------
Texas Energy Future Holdings Limited Partnership, the holding
company formed by Kohlberg Kravis Roberts & Co. and Texas Pacific
Group to acquire TXU Corp., announced that they have started the
planning process for two integrated gasification combined cycle,
known as IGCC, commercial demonstration plants to be located in
Texas.

In connection with this plan, TXU will issue a request for
proposal from companies offering coal gasification technologies
with carbon dioxide capture.  TXU's new Sustainable Energy
Advisory Board will review the proposals.  The board is comprised
of individuals who represent these interests: the environment,
customers, Texas economic development and ERCOT reliability
standards, including representatives from Environmental Defense
and the Natural Resources Defense Council.

"We have been listening to and following the lead of Governor
Perry, legislators and interested parties all over Texas.  We are
announcing our intention to dedicate two sites for these new
facilities.  We are inviting representatives from communities
across the state to contact the company with their views on the
various site options.  It's time to start exploring how we bring
better technology to Texas so we can generate clean, affordable,
reliable power in the future," TPG's Michael MacDougall said.

"This project is further evidence of TXU's new commitment to move
forward immediately to develop the next generation of low-cost,
clean-burning technologies," TXU Generation Development CEO Mike
Childers said.  "This project will enhance our selected vendors'
ability to drive toward technical leadership across a range of the
newest, most environmentally efficient technologies."

This request of proposal represents the first stage of TXU and
TEF's new commitment, per the recently announced merger agreement,
to explore the potential of IGCC technology to meet Texas' energy
reliability requirements.

From the proposals received, TXU will select two or more competing
IGCC technologies that can be developed and commercially deployed
with carbon dioxide capture in power plants utilizing Powder River
Basin and lignite coals, respectively, as the primary fuel source.

This project will focus on driving efficiency improvements,
emissions reductions and technological breakthroughs that could
enable IGCC to meet the growing energy needs of Texas.  Linking
the technological expertise of selected providers with TXU's
operational expertise will create a combination capable of
redefining research and development in the power sector.

Selected partner companies will be focused on two major
objectives:

   (1) research and development aimed at improving the efficiency,
       cost profile and environmental performance of gasification
       technologies; and

   (2) front-end engineering and development for IGCC units at
       existing sites originally reserved for the now-suspended
       pulverized coal units.

One of the new facilities will use Powder River Basin and the
other will use lignite coal, making it among the first lignite
IGCC power plants in the country.

In addition, the identified plant sites will be well situated to
support carbon capture and sequestration projects.  If acceptable
proposals are submitted in response to the request for proposal,
these new facilities could be the first power plants in the world
to separate and sequester carbon dioxide.

"The deregulated Texas market has unleashed the spirit of
innovation.  This initiative represents the next step toward
meeting Texas' future power needs with the most reliable,
economic, and environmentally efficient power supply," KKR's Fred
Goltz said.

                About Texas Energy Future Holdings

Texas Energy Future Holdings Limited Partnership --
http://www.TexasEnergyFuture.com/-- is the holding company formed  
by Kohlberg Kravis Roberts & Co., Texas Pacific Group and other
investors to acquire TXU Corp.

                         About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TXU Corp. to 'BB' from 'BBB-'.
Standard & Poor's also lowered its senior unsecured debt rating
on the company to 'B+' from 'BB+'.  The ratings on TXU remain on
CreditWatch with negative implications.


TURNING STONE: Moody's Cuts Corporate Family Rating to B1 from Ba3
------------------------------------------------------------------
Moody's Investors Service lowered Turning Stone Casino Resorts'
ratings after notification by the Oneida Indian Nation that the
U.S. Secretary of Interior is reconsidering the 1993 approval of
the gaming compact between the Nation and the State of New York.

The U.S. Department of Interior' s decision to reconsider the 1993
compact approval is based on a New York State Court ruling that
under state law the Governor at that time lacked the legal
authority to enter into the compact.

These ratings were affected:

   * Corporate family rating to B1 from Ba3;

   * Probability of default rating to Ba3 from Ba2; and

   * $320 million 9.125% senior notes to B1, LGD4, 67% from Ba3,
     LGD4, 67%.

Turning Stone's ratings were also placed on review for further
possible downgrade.  

The rating actions incorporate the possibility that the Nation, at
some point, may ultimately be forced to cease class III gaming at
Turning Stone's casino facility unless:

   (1) the Nation and the State of New York successfully negotiate
       a new compact;

   (2) the Secretary of Interior reaffirms the validity of the
       compact; or

   (3) a court rules that the Secretary lacks the authority to
       reconsider the compact's validity.

The loss of class III gaming would have a material adverse effect
on Turning Stone operations and could trigger material adverse
change clauses included in Turning Stone's bank and bond
indentures.  Currently, Turning Stone operates both class II and
class III gaming.

The U.S. Department of Interior has provided the Nation and the
State of New York until April 30, 2007, to submit additional
comments regarding the issues relevant to the U.S. Department of
Interior's decision.  The Secretary intends to issue his
reconsidered decision whether to approve or disapprove the 1993
compact by June 14, 2007.  

The Secretary, however, has notified the Nation and the State of
New York that if they file a joint request by April 30, 2007,
informing the Secretary that they have begun negotiating a new
compact, the Secretary of will suspend its reconsideration with
the understanding that if that occurs, compact negotiations should
be concluded and a compact submitted for the Secretary's review no
later than Oct. 1, 2007.

Moody's previous rating action on Turning Stone occurred on
Aug. 30, 2006, with the assignment of Ba3 to Turning Stone's
senior unsecured notes due 2014.

Turning Stone Casino Resort owns and operates a gaming and hotel
facility located approximately 30 miles east of Syracuse, New
York.  Turning Stone is a business enterprise of the Oneida Indian
Nation that is located in New York.


U.S. ENERGY: Can Proceed with Reorganization Following ICC Deal
---------------------------------------------------------------
U.S. Energy Biogas Corp. has reached an agreement in principle
with the State of the Illinois and the Illinois Commerce
Commission resolving the principal remaining outstanding issue in
USEB's Chapter 11 filing in the United States Bankruptcy Court for
the Southern District of New York, and eliminating a significant
balance sheet liability for USEB and its parent, U.S. Energy
Systems, Inc.

As a result of the agreement with the ICC, along with USEB's
Court-approved agreement with Countryside Power Income Fund
reported in the Troubled Company Reporter on Feb. 6, 2007, USEB
soon expects to be able to file a Plan of Reorganization with the
Court that will have the overwhelming support of its creditors,
enabling USEB to exit Chapter 11 in the first half of 2007 in a
position to pursue its growth plans and strategies.  The ICC
agreement is subject to Court approval, which USEB and the ICC
expect to pursue jointly next month.

In addition, by eliminating about $63 million in balance sheet
liabilities over the next 13 years, the agreement will cause USEB
and USEY each to recognize pre-tax gains of around $30 million in
the first quarter of 2007.

"USEB's agreement with the ICC removes the final meaningful
obstacle from USEB's remarkably short path to a new financial
structure, and eliminates significant liabilities for USEB over
the next 13 years," Asher E. Fogel, Chairman of USEB and Chief
Executive Officer of USEY, said.  "It therefore is positive for
our creditors, who will receive full payment for their valid
claims upon the conclusion of USEB's restructuring, and for our
shareholders, as restructured USEB pursues its growth
opportunities and plans."

The agreement in principle provides, among other things, for the
ICC not to pursue any and all of its claims in USEB's Chapter 11
cases, and to withdraw certain of its motions that may otherwise
have the effect of prolonging USEB's cases.  Specifically, the ICC
will not pursue repayment of approximately $63 million in
interest-free loans, which currently are carried on USEB's balance
sheet as a more than $38 million obligation on a present value
basis. In return, USEB or its subsidiaries have agreed to pay to
the ICC $5 million on the effective date of USEB's Plan of
Reorganization, and no later than May 31, 2007.

USEB also has agreed to establish and fund a $250,000 escrow
account that will be used to pay any and all claims for payments
by utilities for retroactive rate adjustments that occur during
the six-month period immediately following the effective date.  
Any residual amounts remaining in the escrow at the end of the
six-month period after the payment of such rate-adjustment claims
will be transferred to the ICC.

In addition, USEB's Illinois subsidiaries shall withdraw from the
ICC's Subsidy Program effective May 31, 2007, thereby eliminating
approximately $30 million in interest-free loan payments to USEB
over the next three years.  Mutual general releases will be
exchanged among the parties involved.

Hunton & Williams LLP serves as legal advisor to USEB.

USEB's Chapter 11 filing does not include USEB's parent company,
USEY, or the parent company's other subsidiary, a UK-based natural
gas exploration and development business, UK Energy Systems.  
Moreover, neither USEY's nor UKES's operations are affected by
USEB's Chapter 11 filing.

                         About U.S. Energy

Based in Avon, Conn., U.S. Energy Biogas Corp., a subsidiary
of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects  
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


WELLS FARGO: Fitch Rates Class B-5 Certificates at B
----------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2007-AR3:

   -- $471,199,100 classes A-1 through A-5, and A-R 'AAA';
   -- $9,776,000 class B-1 'AA';
   -- $2,933,000 class B-2 'A';
   -- $1,955,000 class B-3 'BBB';
   -- $977,000 class B-4 'BB'; and
   -- $734,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.60%
subordination provided by the 2.00% class B-1, 0.60% class B-2,
0.40% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5, and 0.25% privately offered class
B-6.  The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A.

The transaction is secured by a pool of mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately ten years.  Thereafter, the
interest rate will adjust on an annual basis.  The interest rate
of each mortgage loan will adjust to equal the sum of the index
and a gross margin.  Approximately 89.48% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month following the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $488,796,716 as of the March 1, 2007, cut-off date,
an average balance of $537,139, a weighted average remaining term
to maturity of 358 months, a weighted average original
loan-to-value ratio of 71.45%, and a weighted average coupon of
6.339%.  Rate/Term and equity take-out refinances account for
30.10% and 17.70% of the loans, respectively.  The weighted
average original FICO credit score of the loans is 743.  
Owner-occupied properties and second homes comprise 88.61% and
11.39% of the loans, respectively.  The states that represent the
largest geographic concentration are California (29.41%), New York
(9.42%), Florida (9.02%), Illinois (5.87%), and Maryland (5.05%).
All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

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

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA, N.A. will act as trustee.


WILLIAMS COS: S&P Lifts Certificates' Ratings to BB+ from BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings to 'BB+'
from 'BB-'on Williams Cos. Inc.'s:

   * Credit-Linked Certificate Trust III's $400 million 6.750%
     certificates due April 15, 2009,

   * Credit-Linked Certificate Trust IV's $100 million
     floating-rate certificates due May 1, 2009,

   * Credit Linked Certificate Trust V's $500 million 6.375%
     certificates due Oct. 1, 2010, and

   * Credit Linked Certificate Trust VI's $200 million
     floating-rate certificates due Oct. 1, 2010.

The upgrades reflect the March 19, 2007, raising of the corporate
credit and senior unsecured debt ratings on Williams Cos. Inc. to
'BB+' from 'BB-'.

All four deals are swap-dependent synthetic transactions that are
weak-linked to the lowest of the ratings assigned to Williams Cos.
Inc. as borrower and Citibank N.A. as the swap counterparty, the
deposit bank, and the sub-participation seller.


WILLIAMS COS: S&P Lifts Corporate Credit Rating to BB+ from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services on March 19, 2007, raised its
corporate credit rating on Williams Cos. Inc. and its subsidiaries
to 'BB+' from 'BB-'.

At the same time, Standard & Poor's withdrew its 'B-2' short-term
rating on the company.

The outlook for all entities is stable.

The rating action reflects Williams' significantly improved
financial metrics and improved operating performance.

"Williams has employed capital discipline as it has rebalanced its
portfolio and reduced debt leverage, positioning the firm to
garner greater expected cash flow," said Standard & Poor's credit
analyst Charles LaPorta.

"In addition, the company has taken steps to fortify its liquidity
and decrease its exposure to long-dated power tolling contracts,"
said Mr. LaPorta.

Williams' business risk profile is considered satisfactory and its
financial risk profile is aggressive.

Williams' business segments include gas pipeline, exploration and
production, midstream, and power.


XM SATELLITE: National Music Publishers' Association Files Suit
---------------------------------------------------------------
The National Music Publishers' Association has filed a lawsuit
against XM Satellite Radio for refusing to acknowledge the rights
of or pay compensation to the music publishers and songwriters who
own songs being distributed through its unauthorized digital
download service.

The suit, filed on behalf of several leading music publishers,
includes such well-known works as "Let It Be," "My Heart Will Go
On," "Me and Bobby McGee" and "Like a Prayer."  

The publishers' suit, filed Thursday afternoon in federal court in
the Southern District of New York, alleges that XM engages in
massive copyright infringement through its illegal subscription
digital music download service known as "XM + MP3."  

The suit was filed after months of discussions between NMPA and XM
regarding the satellite radio company's obligation to compensate
creators fairly for the songs it distributes.

"Filing a lawsuit was our last resort, but we felt that we had no
choice," NMPA President and CEO David Israelite said.  "We want
new technologies to succeed, but it can't be at the expense of the
creators of music.  All that we ask is that music publishers and
songwriters be fairly compensated for their efforts."  

The NMPA represents music publishers and their songwriting
partners, who are dependent on copyright protection to keep making
music.  The plaintiffs in the suit are Famous Music,
Warner/Chappell, Sony/ATV and EMI music publishing entities.

The complaint seeks a maximum of $150,000 in statutory damages for
each work infringed by XM, and lists over 175 songs as a "small
fraction" of those being illegally distributed through the XM +
MP3 service.

The music publishers allege in the lawsuit that XM operates an
unlawful download service that delivers perfect digital copies of
copyrighted recordings to its subscribers.

The XM + MP3 service allows users to record and store individual
songs on portable music players at the touch of a button, creating
extensive permanent libraries for so long as the user remains an
XM subscriber.

The service also allows subscribers to create personal playlists
and automatically record large blocks of programming from which
favorite tunes can be cherry-picked and permanently retained for
replay.  

XM, which is alleged to compete with Apple's iTunes and other
legitimate download services, urges its subscribers to "Hear It,
Click It, Save It!"

"XM has been profiting at the expense of others," said Debra Wong
Yang of Gibson, Dunn & Crutcher LLP, the lead attorney on the case
and the former U.S. Attorney for Los Angeles.

"The XM + MP3 service constitutes pervasive and willful copyright
infringement to the overwhelming detriment of copyright holders,
legitimate online music services and, ultimately, consumers."

Last year, the Recording Industry Association of America filed a
similar copyright infringement lawsuit against XM on behalf of its
record label members.  Earlier this year in the RIAA suit, a
federal judge ruled against XM on its claim that the Audio Home
Recording Act gave the company immunity from following copyright
law.

In the lawsuit filed by the record labels, XM has argued that it
is just a "radio broadcaster" that does not provide download
services.  But after it announced its intent to merge with one of
its main competitors, SIRIUS Satellite Radio, XM began
aggressively defending against charges that the merger would
create an unacceptable monopoly.

XM has asserted that it is in the same market as "music
subscription services, iPods, CD players and cell phones," making
clear that its unlicensed service is designed to compete with
legitimate digital music download services and other distributors
of recorded music.  

                          About the NMPA

Founded in 1917, the National Music Publishers' Association --
http://www.nmpa.org/-- is a trade association representing more  
than 600 American music publishers.  The NMPA's mandate is to
protect and advance the interests of music publishers and their
songwriter partners in matters relating to the domestic and global
protection of music copyrights.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                           *     *     *

XM Satellite Radio Holdings Inc. carries Standard & Poor's Long
Term Foreign Issuer Credit rating of 'CCC+' and Long Term Local
Issuer Credit rating of 'CCC+' effective Feb. 20, 2007.



XM SATELLITE: FCC Rules Doesn't Bar Planned Merger
--------------------------------------------------
Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc.
disclosed in a joint statement filed with the U.S. Securities and
Exchange that Federal Communications Commission rules doesn't bar
Sirius from buying rival XM, Reuters reports.

In the statement, the two companies said that "[t]he commission's
published rules do not prohibit one satellite radio licensee from
acquiring control of the other."

"Nowhere does that rule prohibit the ability of a satellite radio
licensee to transfer or assign its license in any way," Reuter
relates citing the two companies.  "Indeed, the commission's 1997
reference to this rule expressly recognizes that the agency's
rules contemplate and permit the filing of this application for
the transfer of control of both satellite radio licensees to
common ownership."

The statement, Reuters says, is in sharp contrast to what FCC
Chairman Kevin Martin said when the deal was first disclosed.  
Mr. Martin had said that the deal faced a high hurdle because the
commission prohibited one company from holding the only two
existing satellite radio licenses.

                       Sirius and XM Merger

XM Satellite Radio and Sirius Satellite Radio entered into a
definitive agreement, under which the companies will be combined
in a tax-free, all-stock merger of equals with a combined
enterprise value of approximately $13 billion, which includes net
debt of approximately $1.6 billion.  

Under the terms of the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of Sirius common stock for each
share of XM they own.

XM and Sirius shareholders will each own approximately 50 percent
of the combined company.  The combination creates a nationwide
audio entertainment provider with combined 2006 revenues of
approximately $1.5 billion based on analysts' consensus estimates.

The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions and
regulatory review and approvals, including antitrust agencies and
the FCC.  Pending regulatory approval, the companies expect the
transaction to be completed by the end of 2007.

                   About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 69 music channels available nationwide.  SIRIUS also
delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                          *     *     *

XM Satellite Radio Holdings Inc. carries Standard & Poor's Long
Term Foreign Issuer Credit rating of 'CCC+' and Long Term Local
Issuer Credit rating of 'CCC+' effective Feb. 20, 2007.


YDD HOLDINGS: S&P Junks Rating on Proposed $60 Mil. Sr. PIK Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
YDD Holdings Inc.'s proposed $60 million senior unsecured
floating-rate pay-in-kind toggle loan maturing in 2012.

YDD is a holding company of Penhall International Corp., which
intends to use the net proceeds of the offering to issue a special
dividend to Code Hennessy & Simmons, the company's financial
sponsor. Standard & Poor's does not notch down for the PIK
feature, and the loan was treated as a standard holding company's
senior unsecured loan for notching purposes.

At the same time, Standard & Poor's affirmed all of its existing
ratings on Penhall, including the 'B' corporate credit rating.  
The rating outlook is stable.

"The ratings on Anaheim Calif.-based Penhall continue to reflect
the company's modest positions in small and fragmented niche
construction services and related equipment rental markets, and
its highly leveraged financial profile," said Standard & Poor's
credit analyst Anita Ogbara.


YUKOS OIL: Court Voids PwC Audit Contract; Firm Set to Appeal
-------------------------------------------------------------
The Moscow Arbitration Court invalidated Tuesday a contract
between OAO Yukos Oil Co. and the Russian branch of UK-based
PricewaterhouseCoopers, in relation to the firm's auditing of
Yukos' financials in 2002-2004, published reports say.  

PwC was also ordered to pay RUR16.8 million ($645 million) to the
state, which includes a $145 million repayment from PwC on the
cost of the contract.

PwC said it intends to appeal the case to the Supreme Arbitration
Court after losing three appeals in civil courts.

"We regret this decision by the court," PwC said in a statement.  
"We believe the claim has no legal merits and is based on a
fundamental misunderstanding of the role and functions of the
auditor."

The Federal Tax Service of Russia had accused PwC of covering up
Yukos's alleged illegal financial schemes and compiling two
different audits -- one for internal use and another for
shareholders.

The auditing firm has denied the allegation that it had concealed
tax evasion activities by Yukos in its audit.  The firm, however,
confirmed that it had produced two reports for Yukos but said this
was normal professional practice, The Moscow Times relates.

"Russian law is a pretty complex animal," Ronald Nash, head of
research at Renaissance Capital, told the paper.  "The question is
how the law is being interpreted in this case by the parties
involved."

                        Back-Tax Claim

Representatives of the Russian Ministry of Internal Affairs and
Prosecutor General's Office seized documents from PwC's Moscow
office on March 9 relating to a separate tax-evasion probe against
the auditing firm.  The authorities had accused PwC of evading up
to RUR243 million ($9.3 million) in taxes in 2002 on its manager's
orders.

However, PwC claimed that the Internal Affairs Ministry took into
their possession paper files and electronic records not limited to
the period of 2002, and which in the view of PwC, goes well beyond
the scope of the tax claim.

"PwC strongly objects to the seizure of such information and has
engaged legal counsel to ensure that applicable laws pertaining to
the release of seized documents are respected and that all
documents unrelated to the cases in question are promptly returned
to PwC," the firm said.  "PwC strongly denies any wrongdoing in
either the 2002 tax case or in relation to its audits, and
continues to work to resolve both matters."

According to RIA Novosti, Russian tax regulators suspected PwC's
Moscow branch of under-reporting profit tax on sums it allegedly
paid to PricewaterhouseCoopers Resources B.V.  The offshore
company was supposed to give financial consultations to clients in
Russia, which were instead provided by the Moscow branch, RIA
relates.

                           About PwC

PricewaterhouseCoopers -- http://www.pwc.com/-- is the leading  
professional services organization in the world, ranking first or
second in every market it operates.  It has established offices in
Moscow, St. Petersburg, Yuzhno-Sakhalinsk and Togliatti.  

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is   
an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt


* BOOK REVIEW: American Express: The People Who Built the Great
               Financial Empire
---------------------------------------------------------------
Author:     Peter Z. Grossman
Publisher:  Beard Books
Hardcover:  420 pages
List Price: $34.95

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982838/internetbankrupt


American Express: The People Who Built the Great Financial Empire
by Peter Z. Grossman is the inside story of how a major
corporation prevailed to reach worldwide success.

This fascinating book reveals the inside story of one of the best-
known and most influential corporations in the world.  It is not
just the history of a company, but of a business.

The American Express Company is a consummate example of corporate
success and endurance.  

The book will prove informative for all interested in the world of
business, and it will reinforce the notion that fact can be more
engrossing than fiction.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Tara Marie A. Martin, Frauline S.
Abangan, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***