TCR_Public/070326.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 26, 2007, Vol. 11, No. 72

                             Headlines

ACRO BUSINESS: U.S. Trustee Objects to Disclosure Statement
ADVANCED CELL: Stonefield Josephson Raises Going Concern Doubt
AGILENT TECH: Moody's Says Board's Report Won't Affect Ba1 Rating
ALASKA COMMS: Names Annette Jacobs as Lead Independent Director
ALLIANT TECHSYSTEMS: Moody's Holds Senior Sub. Notes Rating at B1

ALLIED WASTE: Fitch Rates New $3 Billion Senior Facilities at BB
ALM MEDIA: Planned Sale Cues S&P's Developing CreditWatch
AMERICAN AIRLINES: S&P Junks Rating on $357 Million Revenue Bonds
AMERICAN LEISURE: Files Second Amended Annual Report for 2005
AMERIGROUP CORP: S&P Assigns BB Rating to $401 Million Senior Debt

ASPEN TECH: Filing Delinquency Cured, Nasdaq Cancels Delisting
BEAR STEARNS: Fitch Holds B- Rating on $9.9 Million Class Q Certs.
BRASKEM S.A.: Fitch Holds BB+ Rating on Senior Unsecured Notes
BROOK MAYS: Wants Court to Convert Case to Chapter 7 Liquidation
BRUCE BASWELL: Case Summary & 19 Largest Unsecured Creditors

CALTON INC: Aidman, Piser & Co. Raises Going Concern Doubt
CANARGO ENERGY: LJ Soldinger Expresses Going Concern Doubt
CATHOLIC CHURCH: Davenport Panel Taps AlixPartners as Claims Agent
CATHOLIC CHURCH: Keegan Linscott Okayed as San Diego's Accountant
CEDAR REEF: Case Summary & Three Largest Unsecured Creditors

CELL THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $101 Mil.
CHARTER COMMS: $167.7 Million of Unit's Senior Notes Tendered
CHENIERE ENERGY: Prices 13.5 Mil. Unit Offering at $21 Per Unit
CINEMARK USA: Gets Requisite Consents to Amend Sr. Note Indenture
CITATION CORP: Selects Carl Marks to Provide Valuation Services

CITATION CORP: Wants to Limit Administrator's Quarterly Fees
CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on 4 Cert. Classes
CSC HOLDINGS: Sr. Notes Offering Further Extended Until April 19
CUMULUS MEDIA: Incurs $45 Million Net Loss in Year Ended Dec. 31
DEUTSCHE MORTGAGE: Fitch Holds B- Rating on $19MM Class K Certs.

DYNEGY HOLDINGS: Moody's Rates $70 Mil. Term Loan Facility at Ba1
EDDIE BAUER: High Leverage Prompts S&P's Negative Outlook
EMERITUS CORP: December 31 Balance Sheet Upside-Down by $119 Mil.
ENTECH ENVIRONMENTAL: Dec. 31 Balance Sheet Shows $2 Mil. Deficit
FEDDERS CORP: Completes $90 Million Senior Credit Financing

FREMONT HOME: DBRS Downgrades Rating on $6 Million Certs. to BB
GDX AUTOMOTIVE: Court Puts French Unit in Legal Rectification
GENTIVA HEALTH: Earns $20.8 Million in Year Ended December 31
GERTRUDIS ACEVEDO: Case Summary & 7 Largest Unsecured Creditors
GREENPARK GROUP: Court Sets May 10 Hearing on Case Status & Plan

GROUP 1: Expands Capacity of Credit Facility by $400 Million
GS MORTGAGE: Fitch Affirms Low-B Ratings on 3 Certificate Classes
HEADWATERS INC: Moody's Holds Corporate Family Rating at B1
INSITE VISION: Burr, Pilger & Mayer Raises Going Concern Doubt
KANSAS CITY MALL: Case Summary & 10 Largest Unsecured Creditors

KEWANEE CORPORATION: Voluntary Chapter 11 Case Summary
KNOLL INC: Earns $18 Million in Fourth Quarter Ended December 31
LASALLE COMMERCIAL: Fitch Holds B- Rating on $1 Mil. Class M Cert.
MAJESCO ENT: Posts $926,000 Net Loss in Quarter Ended January 31
MIRANT CORP: Court Approves Mirant NY-Gen's Disclosure Statement

MIRANT CORP: NY-Gen's Plan Confirmation Hearing Slated on April 25
MORTGAGE LENDERS: Court OKs Employee Payment Under Incentive Plan
MSGI SECURITY: Dec. 31 Balance Sheet Upside-Down by $5.6 Million
NEAH POWER: Peterson Sullivan PLLC Raises Going Concern Doubt
NEIMAN MARCUS: Good Performance Cues S&P's Positive CreditWatch

NESCO INDUSTRIES: Jan. 31 Balance Sheet Upside-Down by $11.6 Mil.
NETWORK SOLUTIONS: S&P Places Corporate Credit Rating at B
NEW CENTURY: Inks Consent Agreement with Maine Credit Regulators
NEW CENTURY: Provides Update on Status of Barclay Agreement
NORTEL NETWORKS: Moody's Rates Proposed $1 Bil. Senior Notes at B3

NORTHWEST AIRLINES: Judge Gropper Refuses to Rule on Examiner Plea
NUANCE COMMS: Moody's Holds B1 Rating on New Upsized Senior Loan
NUANCE COMMS: Profitability Cues S&P to Lift Credit Rating to B+
NUVOX COMMUNICATIONS: Inks Merger Deal with FDN Communications
OSWEGO TRUCKING: Case Summary & 18 Largest Unsecured Creditors

PETROLEO BRASILEIRO: Fitch Holds Senior Notes' Rating at BB+
PHOENIX ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
PIEDMONT HAWTHORNE: Sale Offer Cues S&P's Negative CreditWatch
PINNACLE ENT: Fitch Lifts Subordinated Notes' Junk Rating to B-
PREDIWAVE CORPORATION: Files Disclosure Statement in California

QUANTA SERVICES: Buying InfraSource in $1.26 Bil. All-Stock Deal
RADIO ONE: Delay in 10-K Filing Cues S&P's Negative CreditWatch
SENTEX SENSING: Hausser + Taylor Raises Going Concern Doubt
SEQUIAM CORPORATION: Declares Default on CyberKey Contract
SOUNDVIEW HOME: DBRS Junks Rating on $9.8 Mil. Class M-14 Certs.

STRATOS GLOBAL: To Be Acquired by CIP Canada for $576 Million
TURNING STONE: S&P Places Ratings on Developing Watch
USPF HOLDINGS: S&P Rates $300 Mil. Senior Credit Facility at BB
VERTRUE INC: Buyout Cues Moody's Review for Possible Downgrades
VERTRUE INC: Buyout Prompts S&P's Negative CreditWatch

WCI COMMUNITIES: Board Says Icahn's Planned Buyout Won't Occur
WERNER LADDER: Black Diamond Group Named "Stalking Horse" Bidder
WERNER LADDER: Period to Remove Civil Actions Moved Until July 7
WORNICK CO: Waiver Cues S&P to Hold Junk Corporate Credit Rating

* Eckert Seamans Cherin Adds Nine Attorneys in Philadelphia
* Focus Management Awarded Healthcare & Services Deals of the Year

* BOND PRICING: For the week of March 19 -- March 24, 2007

                             *********

ACRO BUSINESS: U.S. Trustee Objects to Disclosure Statement
-----------------------------------------------------------
The U.S. Trustee for Region 12 objects to the Disclosure Statement
explaining Acro Business Finance Corp.'s  Chapter 11 Plan of
Liquidation.

The U.S. Trustee says that the Debtor's Disclosure Statement and
Plan contains inadequate information on the liquidation process.

Specifically, the Trustee argues that the Disclosure Statement:

     * did not provide copy of the "Liquidation Trust" which
       explains the Liquidating Agent's duties on how to wind up
       the Debtor's existing loans;
      
     * did not provide copy of a Liquidation Analysis which will
       provide the creditors on what they will receive under a
       Chapter 7 liquidation;

     * has inconsistent classification of claims;

     * has no list of executory contracts;

     * violates the absolute priority rule;

     * did not classify priority tax claims;

     * did not contain estimates of the amount of administrative
       expenses;

     * did not state any anticipated distribution to its creditors
       as a percentage of their total claims; and

     * did not explain the "limited guarantee" negotiation and its
       effects.

Additionally, the Trustee notes that the granting of liens to M&I
Marshall and Ilsley Bank on avoidance actions is improper under a
confirmed plan.

                       Overview of the Plan

The Debtor discloses that upon confirmation of the Plan, a post-
confirmation Liquidating Trust will be established for the benefit
of all of the Debtor's creditors administered by the Liquidating
Agent.  All of Debtor's assets will be transferred to the
Liquidating Trust subject to the lien of M&I.

The Liquidating Agent will be charged with liquidating the assets
to cash by no later than June 30, 2007.  All cash will be
distributed pursuant to the Plan.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Tax Claims will
be paid in full.

The Debtor relates that M&I holds a $12,610,000 claim secured by a
lien on virtually all of the Debtor's personal property and real
property, including the Debtor's interest in loans made to its
borrowers.

On the effective date of the Plan, M&I will receive cash remaining
on hand after:

    * payment of administrative and priority claims;

    * reserves for funding of advances or loans in amounts
      acceptable to the Liquidating Agent and M&I; and

    * working capital retained by the Liquidating Agent to fund
      post-confirmation expenses.

After the effective date, M&I will receive periodic cash payments
from collection of amounts due the postpetition estate from the
Debtor's borrowers.

All assets of the Debtor and the bankruptcy estate transferred to
the postpetition estate will remain subject to the first priority
valid and perfected lien of M&I.

Participants under respective participation agreements hold a
$4,431,000 claim against the Debtor as of Feb. 12, 2007.  On the
effective date, each participant will receive the lesser of:

    * a pro rata share of funds in the participation account; or

    * the amount due each participant under the applicable
      participation agreement.

After the effective date, the participants will receive
distributions from the participation account pursuant to the terms
of each respective participation agreement.  To the extent that
participation agreements constitute executory contracts under
Section 365 of the Bankruptcy Code, the contracts will be assumed.

General Unsecured Creditors will receive a pro rata share of funds
in the post-confirmation estate after payment of other claims.

The Debtor says that it owes Senior Subordinated Debt holders
$2,732,700 plus accrued and unpaid interest.  On and after the
effective date, the Liquidating Agent will pay amounts, if any, to
the holders of claims in this class only if and until the secured
and unsecured claims of M&I are paid in full.

The Debtor expects any distribution to General Unsecured Creditors
and Senior Subordinated Debt holders.

Equity Interest will be cancelled and holders will not receive any
distribution under the Plan.

Headquartered in Minneapolis, Minnesota, Acro Business Finance
Corp. provides financial services.  The company filed for
chapter 11 protection on July 12, 2006 (Bankr. D. Minn. Case No.
06-41364).  Clinton E. Cutler, Esq., and Cynthia A. Moyer, Esq.,
at Fredrikson & Byron, PA, represent the Debtor.  No Official
Committee of Unsecured Creditors has been appointed in this case.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


ADVANCED CELL: Stonefield Josephson Raises Going Concern Doubt
--------------------------------------------------------------
Stonefield Josephson Inc. in Los Angeles, California, raised
substantial doubt about the ability of Advanced Cell Technology
Inc. to continue as a going concern after auditing the company's
financial statements as of Dec. 31, 2006.  The auditing firm
pointed to the company's minimal sources of revenue, substantial
losses, substantial monetary liabilities in excess of monetary
assets and accumulated deficits as of Dec. 31, 2006.

The company reported a net loss of $18,719,938 on revenues from
license fees and royalties of $440,842 for the year ended Dec. 31,
2006, versus a net loss of $9,393,778 on revenues from license
fees and royalties of $395,007 for the prior year period.

Operating expenses incurred in 2006 and 2005 totaled $17,809,377
and $11,169,256, respectively, resulting to losses from operations
in 2006 and 2005 of $17,682,578 and $10,956,071, respectively.

As of Dec. 31, 2006, the company listed $16,989,718 in total
assets, $46,532,042 in total liabilities, resulting to $29,542,324
in total stockholders' deficit.  

The company's December 31 balance sheet also showed strained
liquidity with $9,092,359 in total current assets available to pay
$19,036,442 in total current liabilities.

Its accumulated deficit stood at $41,873,515 as of Dec. 31, 2006.

                            Liquidity

The company held $8,689,336 in cash and cash equivalents as of
Dec. 31, 2006.  It is financing its operations primarily with
$8,750,000 of proceeds of convertible debentures issued in
September 2006, and $4,314,588 of proceeds from warrant exercises,
and $17,750,000 of proceeds of convertible debentures issued Sept.
15, 2005.  To a substantially lesser degree, financing of its
operations is provided through grant funding, payments received
under license agreements, and interest earned on cash and cash
equivalents.

A full-text copy of the company's annual report for the year ended
Dec. 31, 2006, is available for free at:

               http://ResearchArchives.com/t/s?1c0c

                        About Advanced Cell

Advanced Cell Technology Inc. is a biotechnology company focused
on developing and commercializing human stem cell technology in
the emerging field of regenerative medicine.  It has developed and
maintained a portfolio of patents and patent applications that
form the proprietary base for its embryonic stem cell research and
development.


AGILENT TECH: Moody's Says Board's Report Won't Affect Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of Agilent
Technologies Inc. to stable from positive following the company's
report that its board has authorized an acceleration of the
$2 billion repurchase of the company's common stock.

Agilent currently has roughly $1.5 billion remaining under the
stock repurchase program, which is now expected to be completed by
Oct. 31, 2007.  

Originally, the program was to be implemented over a two-year
window and align closely with the timing of Agilent's generation
of free cash flow.  Now, the accelerated $2 billion share purchase
will significantly exceed the level of free cash flow that the
company will generate in fiscal 2007, which Moody's currently
expects to be roughly $650 million compared to $700 million
previously, due to softness in the mobile handset tester market.
The rating action is consistent with Moody's comments in its
Dec. 14, 2006 Credit Opinion, which cautioned that share purchase
activity that "significantly exceed amounts provided by the
company's free cash flow" could result in downward revision in the
outlook.

The report will not impact Agilent's Ba1 corporate family rating
given the company's strong liquidity even after considering the
planned accelerated share repurchase.  

However, the report indicates a return to a more aggressive use of
Agilent's significant balance sheet liquidity ($2.1 billion of
unrestricted cash as of January 2007), thus reducing financial
flexibility at a time when free cash flow generation could be
delayed or be modestly weaker than expected.  

Moody's stated in its Dec. 14, 2006, Credit Opinion that compared
to the $4.5 billion stock repurchase in 2005, the $2 billion
repurchase program was "viewed as less aggressive since it is
smaller in size and will be implemented gradually over a 24-month
period."  Hence, although the size and intent to repurchase stock
has not been altered, the timing of the buyback differs from
Moody's previous expectations.

Given Agilent's more stable operating profile, refocused business
strategy in less volatile business segments, diversification
across its core test and measurement markets and propensity for
predictable free cash flow compared to prior years, Moody's
believes the company has a buildup of excess cash relative to its
peers.  Although designed to reduce this excess cash and return
value to shareholders, Moody's views the accelerated share buyback
as further evidence of financial policies that are more
shareholder friendly, a factor that constrains Agilent's ratings.

Following the accelerated share repurchase, Moody's expects
Agilent will maintain unrestricted cash of $500 million to a
$1 billion or more. Additional liquidity support is derived from
our expectation that free cash flow generation will remain fairly
robust through cycles.  Going forward, Moody's expects that the
bulk of free cash flow is likely to be used for strategic
investments and smaller share repurchases to offset the dilution
of shares issued in connection with employee stock-based
compensation plans, thereby limiting further cash buildup.

Headquartered in Santa Clara, California, Agilent Technologies,
Inc. is a leading measurement technology company serving the
communications, electronics, life sciences and chemical analysis
industries.  For the twelve months ended Jan. 31, 2007, net
revenues were $4.9 billion.


ALASKA COMMS: Names Annette Jacobs as Lead Independent Director
---------------------------------------------------------------
Alaska Communications Systems Group Inc. appointed Annette Jacobs
as its lead independent director.

Ms. Jacobs is the chair and chief executive officer of
SafeHarbor Technology Corporation in Seattle, Washington.  She
has been a director of Alaska Communications since July 2006 and
currently chairs the nominating and corporate governance committee
of the board.

"Annette has been a tremendously valuable member of our board,
drawing on relevant and rich experiences as a sitting CEO and
as a prior telecom executive.  As lead director, Annette will
contribute even further as she facilitates communications among
and between individual directors, committees and the chair of the
board," said Liane Pelletier, president, chief executive officer
and chair of ACS.

"I am proud to be able to work with Liane and the ACS board in
this critical role," said Jacobs.  "ACS is a company committed to
continuing its track record of responsible corporate governance
and independent leadership. I look forward to continuing to work
with the board in addressing key strategic, financial and
governance issues."

                    About Alaska Communications

Alaska Communications (Nasdaq:ALSK) -- http://www.alsk.com/-- is  
an integrated communications provider in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.

                  Increased Stockholders' Deficit

At Dec. 31, 2006, Alaska Communications reported total assets of
$562,321,000 and total liabilities of $587,010,000 resulting in a  
total stockholders' deficit of $24,689,000.  The company's
total stockholders' deficit at Dec. 31, 2005, stood at
$18,864,000.


ALLIANT TECHSYSTEMS: Moody's Holds Senior Sub. Notes Rating at B1
-----------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to Alliant
Techsystems Inc.'s proposed senior secured credit facilities, due
2012, and has affirmed all of the company's existing ratings,
including the Ba3 Corporate Family Rating of Ba3.  

The rating outlook remains positive.

In March 2007, ATK reported its plans to re-finance its senior
secured bank credit facilities, replacing its $223 million term
loan facility and $300 million revolving credit facility, both due
2009, with a $275 million term loan and $500 million revolver due
2012.  The new term loan also has a $225 million accordion
feature. Key benefits to this transaction are extended debt
maturities and lower pricing.  Otherwise, the re-financing had no
material impact on ATK's credit fundamentals.  

Debt only increases marginally while cash flows affects are
minimal.  As such, Moody's assigned the new bank credit facilities
a Baa3 rating, the same as the rating of the replaced facilities,
while affirming all of the company's other long term ratings.

The ratings reflect ATK's strong and stable financial performance
and retained cash flow generation that has ensued from successful
integration of acquired companies amidst a favorable industry
environment.  The ratings also consider the company's relatively
high leverage, which includes under-funded pension levels, the
high amount of goodwill in the company's asset base, as well as
modest current levels of free cash flow generation.

The positive ratings outlook reflects Moody's expectations that
ATK will continue to grow its revenue base while possibly pursuing
modestly-sized acquisitions with no significant increases in debt
levels, and will, over the near term, return to a policy of modest
debt repayments upon conclusion of its current share repurchase
program.  The positive outlook also takes into account longer
range prospects for space flight programs in light of NASA's
recently-reported awards of development contracts for next
generation space exploration programs, reducing ATK's reliance on
the space shuttle program in its Launch Systems Group.

Ratings would be subject to upward revision if the company were to
reduce debt and improve operating profits and cash flows such that
leverage were to fall below 4.0 times and if free cash flow were
to exceed 10% of debt for a sustained period, while the company
curtails its share repurchase program to more modest levels.
Conversely, ratings or their outlook could be lowered if loss of
contracts or unexpected deterioration in operating performance
were to occur, if the company were to increase its use of cash for
share repurchase, or if ATK were to increase debt levels
materially for any reason, such that Debt/EBITDA were to exceed 5x
or free cash flow were to fall below 5% of total debt.

Assigned:

   * Senior secured revolving credit facility due 2012 at Baa3,      
     LGD2, 13%

   * Senior secured term loan due 2012 at Baa3, LGD2, 13%

Withdrawn:

   * Senior secured revolving credit facility due 2009, previously
     rated Baa3

   * Senior secured term loan due 2009, previously rated Baa3

Ratings affirmed:

   * Senior subordinated notes at B1, LGD4, 66%
   * Corporate Family Rating of Ba3
   * Probability of Default Rating of Ba3

Headquartered in Edina, Minnesota, Alliant Techsystems, Inc. is
the leading supplier of propulsion, composite structures,
munitions, precision capabilities, and civil and sporting
ammunition.


ALLIED WASTE: Fitch Rates New $3 Billion Senior Facilities at BB
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR1' to the new senior
secured credit facilities of Allied Waste North America Inc., a
wholly owned subsidiary of Allied Waste Industries Inc., that are
currently in syndication.  The senior secured credit facilities
total $3.17 billion and are comprised of the following:

   -- $1.105 billion term loan B;
   -- $1.575 billion revolving credit facility; and
   -- $490 million institutional letter of credit facility.

The revolving credit facility matures in 2012, while both the term
loan B and the institutional letter of credit facility mature in
2014.  The Issuer Default Rating for AWNA is 'B' and the Rating
Outlook is Stable.

Proceeds from the new senior secured credit facilities will be
used to replace AWNA's existing senior secured credit facilities.
The new credit facilities will be guaranteed by AW and
substantially all of AWNA's subsidiaries, including
Browning-Ferris Industries LLC.  The new credit facilities will be
secured by 100% of the equity of AWNA and its domestic restricted
subsidiaries, 65% of the capital stock AWNA's first-tier foreign
subsidiaries and substantially all of the assets, excluding
vehicles and landfills, of AWNA and its domestic restricted
subsidiaries.  By replacing its existing senior secured credit
facilities, AWNA will reduce its annual interest expense and
extend its maturity profile by two years.

The ratings for AW and its subsidiaries reflect the waste
company's solid market position, relatively low industry demand
volatility and the value of the company's landfill assets, weighed
against a relatively high debt load.  Over the course of 2006, AW
gained traction on its pricing initiatives, and, as a result,
consolidated internal revenue grew by 6.7% on volume growth of
only 0.8%.  The consolidated full-year operating margin, excluding
losses from divestitures and asset impairments, grew by 40 basis
points to 16.4% from 16.0%, and free cash flow rose to
$235 million from $2.2 million in 2005.  Although the company has
taken a firmer stance on pricing, its customer retention rate has
remained above 90%.

AW ended 2006 with a cash and equivalents balance of $94 million.
Liquidity is enhanced by access to a $1.58 billion revolving
credit facility that can be used for cash borrowings and to
support letters of credit.  As of Dec. 31, $1.18 billion was
available under the revolving credit facility after accounting for
outstanding letters of credit.  Balance sheet debt declined by
$181 million in 2006 to $6.91 billion, contributing to an
improvement in leverage, with total debt/EBITDA of 4.5x at
year-end 2006 versus 4.8x at year-end 2005.  In 2007, Fitch
expects leverage to decline further, as the company plans to
reduce debt by $260 million - $285 million during the year.

Concerns include continued high leverage, volatility in fuel
prices and high capital expenditures needs.  Also of concern is
the potential for future U.S. Internal Revenue Service payments
related to the capital loss recorded by BFI prior to its
acquisition by AW in 1999, which could pressure free cash flow
and/or force an increase in debt.

The recovery ratings and notching in the debt structure of AW and
AWNA reflect Fitch's recovery expectations under a scenario in
which distressed enterprise value is allocated to the various debt
classes.  The recovery rating of 'RR1' for the new senior secured
credit facilities reflects Fitch's expectation of outstanding
recovery prospects in a distressed scenario, with expected
recoveries of 90% - 100%.


ALM MEDIA: Planned Sale Cues S&P's Developing CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term 'B-'
corporate credit rating on ALM Media Holdings Inc. and its
operating subsidiary, ALM Media Inc., which are analyzed on a
consolidated basis, on CreditWatch with developing implications.
     
"The CreditWatch listing followed the announcement that the
company's main stockholder, U.S. Equity Partners L.P., a private
equity fund sponsored by Wasserstein & Co, is exploring strategic
alternatives for its investment in ALM, including a possible sale
of the company," said Standard & Poor's credit analyst Michael
Altberg.

As of Dec. 31, 2006, the New York-based publisher of national and
regional magazines and newspapers for the legal profession had
total debt of $440.5 million.

The CreditWatch placement with developing implications indicates
that the ratings might be affirmed, raised, or lowered, depending
on the credit profile of ALM following a potential transaction.  
An acquisition of ALM by a strategic buyer with a stronger credit
profile could result in an upgrade, while an acquisition by
another private equity company, resulting in higher financial
risk, could result in a downgrade.

Other key considerations include the potential new owners' future
business strategy and financial policy.  Pro forma for the
company's recent $12 million tack-on to its bank facility and
issuance of $63 million in 13% pay-in-kind senior subordinated
notes at a super holding company level, debt to EBITDA was steep,
at 9.1x for 2006.

The completion and timing of a transaction remain uncertain.  In
resolving its CreditWatch listing, we will continue to monitor
developments associated with the company's potential sale process.


AMERICAN AIRLINES: S&P Junks Rating on $357 Million Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s $357 million Alliance Airport Authority
special facility revenue refunding bonds, series 2007, due
Dec. 1, 2029.

The bonds are guaranteed by American's parent, AMR Corp., and are
secured by payments made by American to the airport authority.
Proceeds are being used to refund the outstanding revenue bonds,
series 1990, whose rating is withdrawn.

"The Alliance Airport revenue bonds are the equivalent of
unsecured debt of American and parent AMR Corp., and are
accordingly rated 'CCC+'," said Standard & Poor's credit analyst
Philip Baggaley.

"Unsecured debt of American and AMR is rated two notches lower
than the 'B' corporate credit ratings on the companies, due to the
large amount of secured debt and leases that effectively rank
senior to unsecured obligations."

The corporate credit ratings on AMR and American are based on
AMR's consolidated credit quality and reflect participation in the
competitive, cyclical, and capital-intensive airline industry;
erosion of financial strength by substantial losses during 2001-
2005; and a heavy debt and pension burden.  

Satisfactory liquidity, with $4.7 billion of unrestricted cash and
short-term investments at Dec. 31, 2006, and an improving earnings
trend, are positives.  In 2006, AMR earned $231 million, compared
with a $857 million loss in 2005, as stronger revenue generation
and ongoing cost reductions outweighed higher fuel prices.

Earnings and cash flow are expected to improve further in 2007,
but not at the sharp rate achieved in 2006.

A healthy cash balance and solid internal cash generation support
credit quality, despite substantial debt maturities.  Further
gains in earnings and cash flow, if they appear sustainable, could
prompt an outlook revision to positive, given the company's
commitment to balance sheet improvement.  A material deterioration
in airline industry conditions, most likely due to higher fuel
prices not offset by higher fares, could prompt a revision of the
outlook to negative.


AMERICAN LEISURE: Files Second Amended Annual Report for 2005
-------------------------------------------------------------
American Leisure Holdings Inc. filed a second amendment to its
Annual Report on Form 10-KSB for the year ending Dec. 31, 2005,
which was initially filed on March 31, 2006, to respond to
comments it received from the Securities and Exchange Commission,
which include:

       (i) the company reclassified restricted cash for use on
           construction as long-term, since construction will not
           be completed until 2007;    

      (ii) the company revised its current and long-term debt and
           disclosure;

     (iii) the company revised its statement of operations for the
           fiscal year ended Dec. 31, 2005, to reflect the direct
           costs of the company's travel business that were
           previously recorded in operating expenses;

      (iv) the company revised its accounting policies and added a
           policy for land held for development and managed
           assets;

       (v) the company expanded its disclosure notes pertaining to
           Stockholders Equity and Redeemable Preferred Stock to
           further discuss the redemption features and conversion
           terms;

      (vi) the company also clarified its warrants issued for
           services, deferred financing costs and the purchase of
           minority interest;

    (viii) the company expanded its disclosure regarding its
           license and management agreement for certain travel
           business assets; and

      (ix) the company added Notes on Reclassifications and
           restatement.

The company filed the first amendment in response to the SEC's
comments on Oct. 18, 2006.  Other than the items mentioned, the
Second Amended Report on Form 10-KSB remains substantially similar
to the first amended Form 10-KSB/A filed with the SEC on Oct. 18,
2006.

                        Going Concern Doubt

Lopez, Blevins, Bork & Associates LLP expressed substantial doubt
about the ability of American Leisure to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2005, and 2004.  The auditing firm pointed to
the company's recurring losses from operations and its need to
raise additional financing in order to satisfy its vendors and
other creditors and execute its Business Plan.

                      Restated 2005 Results

The company's second amended financial statements for 2005 showed
total revenues of $19,381,284 and a net loss of $4,126,779.  The
company had total revenues of $6,419,320 and a net loss of
$6,634,301 for 2004.

Revenues in 2005 consisted of $7,361,284 in operating revenues and
$12,020,000 in undeveloped land sales.  Revenues in 2004 were
solely from operations.

Restated balance sheet as of Dec. 31, 2005, showed total assets of
$89,923,247 and total liabilities of $83,704,893, resulting to
total stockholders' equity of $6,218,354.  Accumulated deficit
stood at $13,499,420.  

The company's restated December 31 balance sheet also had strained
liquidity with total current assets of $11,054,971 available to
pay total current liabilities of $12,764,605.

A full-text copy of the company's restated 2005 annual results is
available for free at http://ResearchArchives.com/t/s?1c0a

                   Previously Filed 2005 Report

The company's previously filed annual report for the year ended
Dec. 31, 2006, filed with the SEC on March 31, 2006, showed total
revenues of $19,381,284 and a net loss of $4,126,779.

Its previously filed balance sheet as of Dec. 31, 2006, showed
total assets of $89,923,247 and total liabilities of $83,704,893,
resulting to total stockholders' equity of $6,218,354.  Its
December 31 balance sheet also showed total current assets of
$22,130,325, which included restricted cash amounts of
$13,175,354, and total current liabilities of $10,520,674.

A full-text copy of the company's previously filed 2005 annual
report is available for free at:

               http://ResearchArchives.com/t/s?1c0b

                      About American Leisure  

American Leisure Holdings Inc. is in the process of developing a
large, multi-national travel services, travel management and
travel distribution organization.  It established a Travel
Division, a Resort Development Division and a Communications
Division.  Through its various subsidiaries, it manages and
distributes travel services, and develops, constructs and manages
vacation home ownership and travel destination resorts and
properties.  It also owns a call center in Antigua-Barbuda.


AMERIGROUP CORP: S&P Assigns BB Rating to $401 Million Senior Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating to Amerigroup Corp.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' senior
secured debt ratings to AGP's secured credit facilities consisting
of a five-year $351.3 million synthetic letter of credit and
five-year $50 million revolver, which are both due 2012.

The proceeds will be used mainly to post a bond to stay the
enforcement of a judgment in Qui Tam litigation pending the
resolution of an appeal by the company and its Illinois
subsidiary.

Standard & Poor's also assigned its 'BB' senior unsecured debt
rating to AGP's proposed five-year $200 million convertible senior
notes due 2012.  The proceeds will be used to repay a portion of
the amount outstanding under the synthetic letter-of-credit
borrowing.

"The counterparty credit rating on AGP reflects its diverse market
presence, good cash flow profile, and improving scale of
operations," explained Standard & Poor's credit analyst Joseph
Marinucci.

Offsetting factors include a narrow market segment focus, greater
relative exposure to adverse regulation/legislation, and certain
client payer concentrations.

"The offerings are rated the same because we expect that the
amount of priority debt remaining after the senior notes issuance
will not be significant enough to warrant a notching
differential," Mr. Marinucci added.

Pro forma debt to capital and debt to EBITDA as of Dec. 31, 2006,
including a $20 million over-allotment issuance, were 34% and
2.0x, respectively.

Membership is expected to increase materially in 2007, mainly
because of the addition of members in Tennessee effective for
April 2007.  Barring acquisition, Standard & Poor's expects
enrollment to be 1.5 million-1.6 million members by year-end 2007.  
Total revenue and pretax income are expected to be $3.5 billion to
$3.7 billion and $160 million-$180 million, respectively.  If AGP
were to achieve Standard & Poor's earnings expectations for 2007,
debt leverage and interest coverage would be about 30% and
11x-13x, respectively.

By year-end 2007, statutory capitalization is expected to be
managed to a level considered prudent based on
Standard & Poor's capital model.

The rating assigned to the senior notes could be lowered by one or
two notches if the company materially increased its secured debt
borrowings because the recovery prospects for the senior unsecured
notes would be considered disadvantaged.


ASPEN TECH: Filing Delinquency Cured, Nasdaq Cancels Delisting
--------------------------------------------------------------
Aspen Technology reported that it received a notice from the
Nasdaq Stock Market that its filing delinquency was cured and that
the previously requested hearing concerning Aspen Technology's
request for continued listing has been canceled.

On March 15, 2007, the company filed with the Securities and
Exchange Commission its Form 10-Q for the fiscal quarter ended
Dec. 31, 2006, together with amendments to each of its Form 10-K
for the fiscal year ended June 30, 2006, and its Form 10-Q for the
quarter ended Sept. 30, 2006.  Thus, the company became current in
its SEC reporting obligations as well as the continued listing
requirements of the Nasdaq Stock Market.  These filings represent
the completion of the company's restatement of previously issued
financial statements, as disclosed on Feb. 6, 2007.

As previously disclosed, Aspen Technology received a Nasdaq Staff
Determination on Feb. 15, 2007, indicating that the company failed
to comply with the filing requirements for continued listing
stated in Marketplace Rule 4310(c)(14) as a result of its failure
to file timely with the SEC its quarterly report on Form 10-Q for
the quarter ended Dec. 31, 2006, and that the company's securities
are therefore subject to delisting from The Nasdaq Global Market.

                    2006 Fourth Quarter Results

For the quarter ended Dec. 31, 2006, the company had a net income
of $28.61 million on total revenues of $96.41 million, as compared
with a net income of $7.84 million on total revenues of $76.62
million for the same quarter a year earlier.

For the six months ended Dec. 31, 2006, the company had a net
income of $23.19 million on total revenues of $160.73 million, as
compared with a net income of $512,000 on total revenues of
$136.45 million for the same period a year earlier.

As of Dec. 31, 2006, the company's balance sheet showed $261.91
million in total assets, $151.74 million in total liabilities, and
redeemable preferred stock outstanding of $25.24 million,
resulting to a total stockholders' equity of $84.93 million.  The
company's accumulated deficit decreased to $441.92 million in
2006, from $457.97 million in 2005.

Cash and cash equivalents were $92.54 million as of Dec. 31, 2006,
as compared with $86.27 million as of Dec. 31, 2005.

                      About Aspen Technology

Based in Cambridge, Massachusetts, Aspen Technology, Inc. (Nasdaq:
AZPN) -- http://www.aspentech.com/-- provides software and   
professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.

                          *     *     *

As of Sept. 30, 2006, Aspen Technology's balance sheet showed a
stockholders' deficit of $28,108,000, as compared with a deficit
of $21,631,000 at June 30, 2006.


BEAR STEARNS: Fitch Holds B- Rating on $9.9 Million Class Q Certs.
------------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Commercial Mortgage Pass-Through Certificates Series 2005-PWR10:

   -- $101.2 million class A-1 at 'AAA';
   -- $139.4 million class A-2 at 'AAA';
   -- $59.4 million class A-3 at 'AAA';
   -- $171 million class A-AB at 'AAA';
   -- $1.05 billion class A-4 at 'AAA';
   -- $303.6 million class A-1A at 'AAA';
   -- $263.4 million class A-M at 'AAA';
   -- $210.7 million class A-J at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $19.8 million class B at 'AA+';
   -- $29.6 million class C at 'AA';
   -- $23 million class D at 'AA-';
   -- $16.5 million class E at 'A+';
   -- $26.3 million class F at 'A';
   -- $26.3 million class G at 'A-';
   -- $29.6 million class H at 'BBB+';
   -- $26.3 million class J at 'BBB';
   -- $36.2 million class K at 'BBB-';
   -- $3.3 million class L at 'BB+';
   -- $9.9 million class M at 'BB';
   -- $13.2 million class N at 'BB-';
   -- $6.6 million class O at 'B+';
   -- $6.6 million class P at 'B'; and
   -- $9.9 million class Q at 'B-'

Fitch does not rate the $32.9 million class S.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the March 2007 distribution
date, the pool's aggregate certificate balance has decreased 0.7%
to $2.614 billion from $2.634 billion at issuance.  There have
been no delinquent loans or loans in special servicing since
issuance.

Fitch credit assessed the following twelve loans:

   * The Promenade
   * Sully Place Shopping Center
   * Muirwood Apartments
   * Tennant Station
   * Pacheco Pass
   * Sand Canyon Medical
   * Todd Center
   * Eastgate Village
   * Spring Creek Apartments
   * Quakertown Shopping Center
   * Holiday Spa Phoenix
   * Pavillion Estates

These loans maintain their investment grade credit assessments
based on stable performance and occupancy levels since issuance.


BRASKEM S.A.: Fitch Holds BB+ Rating on Senior Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Braskem S.A. and Braskem
International following the report by Braskem, Petrobras and the
Ultra Group that they have reached an agreement to acquire the
Ipiranga Group's petrochemical, refining and fuel distribution
assets.  

The multi-part transaction, which is expected to be concluded by
the end of 2007, should result in Braskem owning 33% of the oil
refinery Refinaria de Petroleo Ipiranga and 60% of the
petrochemical assets of Ipiranga Quimica, which in turn will own
100% of Ipiranga Petroquimica.  Braskem will also own 64% of
Copesul through it existing stake in that company plus that held
by IPQ.

Affirmed:

   * Braskem S.A.

      -- Foreign currency issuer default rating at 'BB+';
      -- Local currency issuer default rating at 'BB+';;
      -- Senior unsecured notes 2008, 2014 at 'BB+';
      -- Senior unsecured Perpetual Bonds at 'BB+';
      -- Senior unsecured notes 2017 at 'BB+';
      -- National rating at 'AA (bra)';
      -- Debentures 12th Issuance at 'AA (bra)'; and
      -- Debentures 13th Issuance at 'AA (bra)'.

   * Braskem International

      -- Senior unsecured notes 2015 at 'BB+'.

At the same time, the Rating Outlook for Braskem has been revised
to Positive from Stable.  

The Positive Outlook reflects an expectation that Braskem's future
earnings will benefit from this strategic acquisition and that it
will be able to reduce its indebtedness over the next two years.
This acquisition should allow Braskem to consolidate its leading
position in the Brazilian petrochemical industry commanding a
market share of over 50% in thermoplastic resins.  

On a post-acquisition consolidated basis, Braskem will have an
annual capacity of about 2.9 million tons of thermoplastic resins
and 5.8 million tons of basic petrochemicals.  With this
acquisition, which does not increase Braskem's financial leverage,
Fitch expects the company to be able to increase significantly
free cash flow generation, which would allow a significant
improvement in credit metrics needed for Braskem's ratings to
migrate to an investment grade category.

Among the assets being acquired, IPQ operates five plants with a
combined production capacity of 730,000 tons per year of
polyethylene and polypropylene.  During 2006, IPQ generated BRL184
million of EBITDA on BRL2 billion of sales.  At the end of 2006,
IPQ had BRL723 million of total debt and BRL21 million of cash.
Copesul is the second largest naptha cracker in Latin America with
an annual production capacity of 3.3 million tons per year of
basic chemicals, including 1.25 million tons of ethylene.  

At the end of 2006, Copesul had BRL 336 million of debt and BRL97
million of cash and marketable securities.  Copesul's EBITDA was
BRL1.151 billion in 2006. Refinaria Ipiranga is capable of
refining 17,000 barrels of oil per day.  At the end of 2006, it
had no relevant cash or debt and only accounted for about BRL1
million of EBITDA in 2006.

Braskem had BRL6.3 billions ($2.95 billion) of debt and
BRL1.8 billion ($835 million) of cash and marketable securities at
the end of 2006. During the past year, the company generated
BRL1.6 billion of EBITDA.  These figures translate into a net debt
to EBITDA ratio of 2.7x for 2006.  Braskem's total debt figure
includes BRL1.1 billion of debentures which Fitch expects could be
converted to equity in 2007 and has been factored into the
revision of the Outlook to Positive.  Braskem's performance in
2006 was hindered by increased prices of naphtha, a larger supply
of polyethylene in the market, the entrance of a new player in the
local market and limited ability to pass on prices upstream.  An
improvement of the operational performance is expected for 2007,
as demand has picked up in the local market and prices are
re-aligning with international prices.

A pro-forma consolidation of these new assets would have increased
Braskem's EBITDA to BRL2.5 billion from BRL1.6 billion in 2006.
Braskem has a positive track record in capturing synergies from
its acquisitions.  Thus, integration of these strategic assets is
expected to improve the company's cash flow going forward and
reduce volatility of the results.  Braskem is expected to pay
about $1.1 billion for these assets and on a proportional basis
will assume about BRL648 million of debt.  On a pro-forma basis -
as if Braskem had owned these assets for 12 months in 2007 - the
company's yearend leverage ratio should be close to 2.5x.

Braskem's foreign currency IDR is the same as the 'BB+' country
ceiling assigned to Brazil by Fitch.  The company's considerable
exports and cash held abroad limit transfer and convertibility
risk and would allow the company's FC IDR to potentially be rated
above Brazil's Country Ceiling.

Braskem is the largest petrochemical company in Latin America.  
The company has grown in the last four years through the
integration of six Brazilian petrochemical companies:

   * Copene Petroquimica do Nordeste S.A.
   * OPP Quimica S.A.
   * Polialden Petroquimica S.A.
   * Trikem S.A.
   * Proppet S.A.
   * Nitrocarbono S.A.

The company is currently organized into four business units: basic
inputs, polyolefins, vinyls and business development.  Braskem is
controlled by the Odebrecht Group and Norquisa, which hold 49.8%
and 25.0%, respectively, of its voting capital.


BROOK MAYS: Wants Court to Convert Case to Chapter 7 Liquidation
----------------------------------------------------------------
Brook Mays Music Co. asks the U.S. Bankruptcy Court for the
Northern District of Texas to convert its chapter 11 case to a
chapter 7 liquidation proceeding, Bill Rochelle of Bloomberg
reports.

The Court had previously approved the sale of the Debtor's assets
to SB Capital Group LLC for $33.4 million.

Mr. Rochelle relates that according to the Debtor, all that
remains in its case is to sue creditors in order to recover
$21 million in potential preferences from suppliers.

The Debtor's secured lenders won't allow money subject to liens to
be used in pursuing preferences but under chapter 7 however, the
lenders won't have a security interest in recoveries from
preference suits, Mr. Rochelle further relates.

Headquartered in Dallas, Texas, Brook Mays Music Company --
http://www.brookmays.com/-- is a full-line musical instrument
retailer in the U.S.  It offers a broad range of educational
services, complete instrument repair and overhaul facilities and
operates a rental program for musical instruments.  The Company
filed for chapter 11 protection on July 11, 2006 (Bankr. N.D. Tex.
Case No. 06-32816).  Marcus Alan Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP, represent the Debtor.
The Recovery Group, Inc., serves as the Debtor's financial advisor
while Houlihan Lokey Howard and Zukin Capital, Inc., acts
as restructuring advisor.  Kurtzman Carson Consultants LLC is the
Debtor's otice, claims and balloting agent.  Joseph A. Friedman,
Esq., at Kane, Russell, Coleman & Logan, represents the Official
Committee of Unsecured Creditors.  When it filed for bankruptcy,
the Debtor estimated its assets at $10 million to $50 million and
its debts at $50 million to $100 million.


BRUCE BASWELL: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bruce M. Baswell
        93 Leighann Place
        Windsor, CA 95492

Bankruptcy Case No.: 07-10318

Chapter 11 Petition Date: March 22, 2007

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Michael C. Fallon, Esq.
                  100 East Street, Suite 219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
WestAmerica Bank                 personal guarantee    $454,460
P.O. Box 1200
Suisun City, CA 94585

Maltby Electric Supply           business expense      $127,467
1200 Holm Road
Petaluma, CA 94952

City Electric Supply             business expense       $95,583
P.O. Box 4157
Walnut Creek, CA 94598

Independent Supply               business expense       $78,204

G.M.A.C.                         2004 Yukon             $29,117
                                 Value of Security:
                                 $20,000

First Alarm                                             $20,000

Monogram Bank North America      credit card            $19,268

Redwood Credit Union             2003 Ford F250         $16,847
                                 Value of Security:
                                 $12,000

PRO 1 Communications             business expense       $16,020

Binkley Alarm                    business expense       $12,005

Hertz Equipment Rental           business expense       $11,249

Elan Visa                        business expense       $10,945

Bank of America                  credit card            $10,698

H.S.M. Electronic Protection     business expense       $10,328

Right Away Ready Mix             business expense        $7,334

Loeb Electric                    business expense        $7,032

Northern California Excavating   business expense        $6,946

P.G.&E.                          business expense        $6,819

Brokaw Consulting, Inc.          business expense        $4,500


CALTON INC: Aidman, Piser & Co. Raises Going Concern Doubt
----------------------------------------------------------
Aidman, Piser & Company PA raised substantial doubt about the
ability of Calton, Inc. to continue as a going concern after
auditing the company's financial statements for the years ended
Nov. 30, 2006, and 2005.  The auditing firm pointed to the
company's a net loss of about $1.4 million during the year ended
Nov. 30, 2006 and about $5.5 million of negative operating cash
flows during that same period.  Aidman, Piser added that as of the
date of their report, the company had minimal pending homes sales.  
The company has about $5 million of substantially completed homes
in inventory, which are the collateral for the demand notes
payable.

For the year ended Nov. 30, 2006, the company reported a net loss
of $1,406,000 on homebuilding revenues of $6,631,000, as compared
with a net income of $1,134,000 on homebuilding revenues of
$13,120,000 for the prior year.

Total costs and expenses for the years 2006 and 2005 totaled
$7,830,000 and $12,101,000, respectively.

As of Nov. 30, 2006, the company's total assets were $8,849,000
and its total liabilities were $5,815,000, resulting to total
shareholders' equity of $3,034,000.  

The company used $5,548,000 in cash in its operating activities
during the year ended Nov. 30, 2006, as compared with using
$248,000 in cash in its operating activities during the year
ending Nov. 30, 2005.  It generated $189,000 in cash from its
investing activities during the year ended Nov. 30, 2006 primarily
from the sale of substantially all of the assets of eCalton.com,
Inc.  The company used $150,000 in its investing activities during
the year ended Nov. 30, 2005. It generated $3,391,000 in cash from
its financing activities for the year ended Nov. 30, 2006.  The
company generated $507,000 in cash from its financing activities
for the year ended Nov. 30, 2005.  It generated $3,391,000 in cash
from its financing activities for the year ended Nov. 30, 2006.  
It generated $507,000 in cash from its financing activities for
the year ended Nov. 30, 2005.

As a result of the company's cash flow activities, cash decreased
from $2,737,000 at Nov. 30, 2005, to $769,000 as of Nov. 30, 2006.  
Total working capital decreased from $4,165,000 at Nov. 30, 2005
to $2,843,000 at Nov. 30, 2006.

                        About Calton Inc.

Headquartered in Vero Beach, Florida, Calton, Inc.'s (OTC BB:
CTON) -- http://www.caltoninc.com/-- primary business activity is  
homebuilding.  The company also holds a patent on its User Rewards
Program and Associated Communications Systems developed in
connection with its loyalty and co-branded credit card program
operation, which currently does not generate any revenues.


CANARGO ENERGY: LJ Soldinger Expresses Going Concern Doubt
----------------------------------------------------------
LJ Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. to continue as a going concern
after auditing the company's consolidated balance sheets and
income statements for the years ended Dec. 31, 2006, and 2005.  
The auditing firm stated that the company may not have sufficient
funds to execute its business plan.

For the year ended Dec. 31, 2006, the company posted a net loss of
$60.54 million on operating revenues of $6.52 million, as compared
with a net loss of $12.33 million on operating revenues of
$5.27 million for the year ended Dec. 31, 2005.

The company's net loss was largely due to its high operating
expenses totaling $60.16 million in 2006 and $17.02 million in
2005.  The company had an operating loss from continuing
operations of $53.63 million in 2006, as compared with an
operating loss from continuing operations of $11.74 million a year
earlier.

As of Dec. 31, 2006, the company listed total assets of
$136.48 million, total liabilities of $54.99 million, and
temporary equity of $2.12 million, resulting to total
stockholders' equity of $79.37 million.

As of Dec. 31, 2006, the company had working capital of
$11.62 million, as compared with working capital of $14.81 million
as of Dec. 31, 2005.  The $3.18 million decrease in working
capital from Dec. 31, 2005, to Dec. 31, 2006, was principally due
to expenditures in the period to fund the cost of preparing wells
for the company's horizontal development program at the
Ninotsminda Field, the appraisal of the company's Manavi oil
discovery in Georgia, activities in Kazakhstan, and net cash used
by operating activities partially offset by cash receipts.

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

                       About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/--  
operates as an oil and gas exploration and production company and
as a holding company of a number of operating subsidiaries and
associated or affiliated companies.  It is located in Guernsey,
British Isles.


CATHOLIC CHURCH: Davenport Panel Taps AlixPartners as Claims Agent
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Diocese of
Davenport's Chapter 11 case seeks authority from the U.S.
Bankruptcy Court for the Southern District of Iowa to retain
AlixPartners, LLC, as:

    (a) claims agent for the Diocese; and

    (b) Internet Web site administrator for the Committee, to
        assist the Committee in fulfilling its obligation to
        provide information to creditors.

AlixPartners, as a Chapter 11 administrator, has substantial
experience in noticing, ballot tabulation, claims processing and
reconciliation, relates Hamid R. Rafatjoo, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub LLP, in Los Angeles.

AlixPartners' efficient and cost-effective methods will benefit
the Diocese's estate and the creditors, Mr. Rafatjoo says.  He
adds that creditors will also benefit from having AlixPartners
administer the Creditors Committee's Web site.

As Claims Agent and Internet Web site Administrator, AlixPartners
will:

    (a) receive and process all proofs of claim and maintain the
        claims register;

    (b) set up and administer a call center, if requested;

    (c) track all claims transfers and update ownership of claims
        in the claims register;

    (d) assist Davenport and the Creditors Committee with the
        claims resolution process and tracking of claims status;

    (e) provide Davenport and the Creditors Committee and their
        counsel access to the claims database system;

    (f) file a monthly claims register with the Court;

    (g) create and maintain the Creditors Committee's Web site at
        http://www.davenportcommittee.com

    (h) provide monthly billings for services rendered; and

    (i) assist with other matters as requested that fall within
        its expertise.

The Creditors Committee also asks the Court to release all filed
claims directly to the firm.

Davenport will pay AlixPartners based on the firm's discounted
hourly rates:

                Managing Directors       $600
                Directors                 495
                Vice Presidents           350
                Associates                315
                Analysts                  230
                Paraprofessionals         175

Davenport will also reimburse the firm for its actual and
necessary expenses and charges incurred.

According to Mr. Rafatjoo, there are no amounts owed to
AlixPartners as of the Petition Date.  The firm would be paid a
$10,000 retainer from the Diocese for services rendered, and to
be rendered, in connection with the Chapter 11 case.  The
Diocese's funds would be the source of the Retainer.

Charles A. Cipione, Esq., managing director at AlixPartners,
informs the Court that AlixPartners does not: (i) represent
interest adverse to the Diocese or its estate; (ii) have
connection with the Diocese, creditors, U.S. Trustee, other
parties-in-interest and their attorneys and accountants; or (iii)
employ any person related to a Court judge or the U.S. Trustee.
The firm is also a "disinterested person" under applicable
sections of the Bankruptcy Code, Mr. Cipione says.

                  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: Keegan Linscott Okayed as San Diego's Accountant
-----------------------------------------------------------------
The Roman Catholic Bishop of San Diego obtained authority from the
U.S. Bankruptcy Court for the Southern District of California to
employ Keegan, Linscott & Kenon, P.C., as its accountants and
consultants, nunc pro tunc to Feb. 27, 2007.

San Diego believes that Keegan Linscott's expertise and resources
will enable the firm to provide accountants and consultants who
are familiar with the intricacies and issues associated with
religious non-profit corporations.  San Diego notes that Keegan
Linscott played an integral part in the successful Chapter 11
reorganization of the Diocese of Tucson.

As accountants and consultants for San Diego, Keegan Linscott
will:

    -- analyze the Diocese's operations;
    -- consult the Diocese's accounting systems and procedures;
    -- develop reorganization and liquidation models;
    -- analyze financing and financial alternatives; and
    -- consult and assist in developing a plan of reorganization.

San Diego has paid Keegan Linscott a retainer of $20,000 for
prepetition fees and costs.

San Diego will pay Keegan Linscott based on the firm's hourly
rates, which vary from $85 to $300 depending on the level of
personnel assigned to do the work.

San Diego will also reimburse the firm's reasonable, out-of-
pocket expenses.

According to Christopher G. Linscott, a partner at Keegan
Linscott has fully complied with the requirements of Section 327
of the Bankruptcy Code and does not hold interest adverse to the
Diocese.

                      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).


CEDAR REEF: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cedar Reef Development, L.L.C.
        29582 Ana Maria Lane
        Laguna Niguel, CA 92677

Bankruptcy Case No.: 07-10811

Chapter 11 Petition Date: March 22, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Andrew S. Bisom, Esq.
                  695 Town Center Drive, Suite 700
                  Costa Mesa, CA 92626
                  Tel: (714) 384-6440

Total Assets: $2,081,000

Total Debts:    $754,000

Debtor's Three Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Regis Preszler                            $307,000
   15002 Woods Valley Road
   Valley Center, CA 92082

   Garth Rolfe                                $42,000
   c/o M.W.I.
   4695 North Avenue
   Oceanside, CA 92056

   Colleen McLelland                          $30,000
   374 Trellis Road
   Lampe, MO 65681


CELL THERAPEUTICS: Dec. 31 Balance Sheet Upside-Down by $101 Mil.
-----------------------------------------------------------------
Cell Therapeutics Inc.'s balance sheet at Dec. 31, 2006, showed
$101.8 million in total assets and $203.4 million in total
liabilities, resulting in a $101.6 million total stockholders'
deficit.

Cell Therapeutics reported a net loss of $35.6 million for the
fourth quarter ended Dec. 31, 2006, which included $10.5 million
in settlement expense related to an agreement in principle with
the United States Attorney's Office related to the latter's
investigation into certain of the company's business practices
relating to TRISENOX.  This compares to a net loss of
$18.7 million for the same period in 2005, which included a
$40.7 million gain in the quarter on the divestiture of TRISENOX
and a $23.6 million charge for the conversion of $38.4 million of
the company's 4% and 5.75% convertible senior subordinated notes.  

Total revenues for the quarter were $20,000 compared to
total revenues of $1.2 million in the fourth quarter of 2005.  

Total revenues for the year ended Dec. 31, 2006, were $80,000
compared to total revenues of $16.1 million in 2005.  For the
year, the company posted a net loss of $135.8 million, which
included $11.4 million in settlement expenses.  This compares to a
net loss of $102.5 million in 2005, which included a $71.2 million
gain for the year on the divestiture of TRISENOX as well as the
$23.6 million charge for the conversion of notes.

Revenues for the year ended Dec. 31, 2006, were lower as compared
to the same period in 2005 as a result of the divestiture of
TRISENOX to Cephalon in July 2005.  As a result of the
divestiture, there were no product sales for the year ended
Dec. 31, 2006.  The company recorded net product sales of
approximately $14.6 million for TRISENOX for the year ended
Dec. 31, 2005.

The company ended the year with cash, cash equivalents, securities
available-for-sale and interest receivable of approximately
$54.4 million.  

"Surviving phase III disappointments in biotech is no easy
accomplishment and requires reinventing the company, its strategy,
and financing instruments.  We have come a long way since March
2005 and we are repositioning the company to reach potential
product milestones and evaluate several new product acquisitions
that could allow us to re-enter the blood-related cancer market,"
stated James A. Bianco, M.D., president and chief executive
officer of Cell Therapeutics Inc.

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?1c07

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC)
-- http://cticseattle.com/-- is a biopharmaceutical company  
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.


CHARTER COMMS: $167.7 Million of Unit's Senior Notes Tendered
-------------------------------------------------------------
Charter Communications Inc. disclosed the results to date of the
cash tender offer by its indirect subsidiary, Charter
Communications Holdings LLC, for certain of its outstanding senior
notes.  Charter Holdings is offering to purchase an amount of its
outstanding Notes such that the amount Charter Holdings would be
required to pay for the purchase of the Notes in total (including
accrued and unpaid interest) in the Tender Offer shall not exceed
$100 million, in accordance with the terms and conditions
described in the Offer to Purchase dated March 6, 2007.

As of 5:00 PM Eastern Daylight Time EDT, on March 19, 2007,
approximately $167.7 million in aggregate principal amount of
Notes had been validly tendered.  The total consideration payable
for the Notes is a fixed price.  All Notes tendered will be
accepted for purchase in a specified priority.  The list includes
the series of Notes subject to the Tender Offer, the amount
validly tendered to date, the acceptance priority of each series,
and the consideration for each series:

a) Title of Security: 10% Senior Notes due 2009
   Amount of Notes Tendered: $16,358,000
   Acceptance Priority Level: 1
   Tender Offer Consideration (1): $998.75
   Early Tender Premium (1): $15
   Total Consideration (1): $1,013.75

b) Title of Security: 10.75% Senior Notes due 2009
   Amount of Notes Tendered: $7,368,000
   Acceptance Priority Level: 1
   Tender Offer Consideration (1): $1,013.75
   Early Tender Premium (1): $15
   Total Consideration (1): $1,028.75

c) Title of Security: 9.625% Senior Notes due 2009
   Amount of Notes Tendered: $15,540,000
   Acceptance Priority Level: 1
   Tender Offer Consideration (1): $993.75
   Early Tender Premium (1): $15
   Total Consideration (1): $1,008.75

d) Title of Security: 10.25% Senior Notes due 2010
   Amount of Notes Tendered: $14,620,000
   Acceptance Priority Level: 2
   Tender Offer Consideration (1): $996.25
   Early Tender Premium (1): $15
   Total Consideration (1): $1,011.25

e) Title of Security: 11.75% Senior Discount Notes due 2010
   Amount of Notes Tendered: $5,228,000
   Acceptance Priority Level: 2
   Tender Offer Consideration (1): $1,002.50
   Early Tender Premium (1): $15
   Total Consideration (1): $1,017.50

f) Title of Security: 11.125% Senior Notes due 2011
   Amount of Notes Tendered: $15,050,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $990
   Early Tender Premium (1): $15
   Total Consideration (1): $1,005

g) Title of Security: 13.50% Senior Discount Notes due 2011
   Amount of Notes Tendered: $6,319,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $1,028.75
   Early Tender Premium (1): $15
   Total Consideration (1): $1,043.75

h) Title of Security: 9.920% Senior Discount Notes due 2011
   Amount of Notes Tendered: $34,425,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $987.50
   Early Tender Premium (1): $15
   Total Consideration (1): $1,002.50

i) Title of Security: 10% Senior Notes due 2011
   Amount of Notes Tendered: $5,452,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $987.50
   Early Tender Premium (1): $15
   Total Consideration (1): $1,002.50

j) Title of Security: 11.75% Senior Discount Notes due 2011
   Amount of Notes Tendered: $1,001,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $997.50
   Early Tender Premium (1): $15
   Total Consideration (1): $1,012.50

k) Title of Security: 12.125% Senior Discount Notes due 2012
   Amount of Notes Tendered: $46,348,000
   Acceptance Priority Level: 3
   Tender Offer Consideration (1): $997.50
   Early Tender Premium (1): $15
   Total Consideration (1): $1,012.50

(1) Per $1,000 principal amount of Notes that are accepted for   
    purchase.

Holders who tendered their Notes at or prior to 5:00 PM EDT, on
Monday, March 19, 2007, will receive the Total Consideration,
which includes an Early Tender Premium, in each case.  The Tender
Offer will expire at 5:00 PM EDT, on Tuesday, April 3, 2007,
unless extended or earlier terminated.  The Early Tender Premium
has been extended for holders of Notes designated as "Acceptance
Priority Level" 1 and 2 such that Notes tendered after the Early
Tender Time but at or prior to the Expiration Time will receive
the Total Consideration.  Holders of Notes designated as
Acceptance Priority Level 3 that tender their Notes after the
Early Tender Time but at or prior to the Expiration Time will
receive the Tender Offer Consideration, which is the Total
Consideration less the Early Tender Premium.  In addition, in all
cases, holders of Notes that are accepted for purchase will
receive accrued and unpaid interest from the last interest payment
date for such series of Notes to, but not including, the date the
Notes are purchased.

Because the amount Charter Holdings would be required to pay for
the purchase of the tendered Notes, together with accrued and
unpaid interest, exceeds the Maximum Payment Amount, Charter
Holdings will (subject to the terms and conditions of the Tender
Offer) accept Notes for purchase in accordance with the Acceptance
Priority Level.  Based on tenders to date and subject to
additional tenders received prior to the Expiration Time and
consummation of the offer:

   * Acceptance Priority Level 1: 100% of the $39.3 million Notes
     tendered due 2009 would be accepted for purchase,

   * Acceptance Priority Level 2: 100% of the $19.8 million Notes
     tendered due 2010 would be accepted for purchase, and

   * Acceptance Priority Level 3: A portion of the $108.6 million
     Notes tendered due 2011 and 2012 would be accepted for
     purchase.

Final proration of the tenders of the Notes, up to the Maximum
Payment Amount, will be determined based on the amount of Notes
tendered prior to Expiration Time and, accordingly, the foregoing
interim results are subject to change.  Notes tendered prior to
the Early Tender Time do not have priority acceptance over Notes
tendered between the Early Tender Time and the Expiration Time.

Notes tendered prior to 5:00 PM EDT, March 19, 2007, may no longer
be withdrawn, and Notes tendered after the Withdrawal Deadline but
before the Expiration Time may not be withdrawn except to the
extent required by law.  Charter Holdings may increase the Maximum
Payment Amount for the Notes at its discretion without extending
the Withdrawal Deadline.

Citigroup Corporate and Investment Banking is the Dealer Manager
for the Tender Offer.  Global Bondholder Services Corporation is
the Information Agent and Depositary.

Persons with questions regarding the offer should contact the
Dealer Manager at (212) 723-6106 or toll-free at (800) 558-3745,
or the Information Agent at (212) 430-3774 or toll-free at (866)
294-2200.

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ:CHTR) -- http://www.charter.com/-- is a broadband   
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM) provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Fitch has assigned a 'B' rating and 'RR1' Recovery Rating to
Charter Communications Operating, LLC and CCO Holdings, LLC's
proposed $8.35 billion secured credit facility.  In addition,
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating for
Charter Communications Company, Inc. and its subsidiaries outlined
below.  

As reported in the Troubled Company Reporter on March 1, 2007,
Moody's affirmed Charter Communications, Inc.'s Caa1 corporate
family rating, Caa1 probability of default rating and stable
outlook following the report of changes to the proposed
refinancing of the senior secured credit facilities of Charter
Communications Operating, LLC, and CCO Holdings, wholly owned
subsidiaries of Charter Communications Inc.


CHENIERE ENERGY: Prices 13.5 Mil. Unit Offering at $21 Per Unit
---------------------------------------------------------------
Cheniere Energy Inc. reported the pricing of its initial public
offering of 13,500,000 common units representing limited partner
interests in Cheniere Energy Partners L.P., at $21 per common
unit.

Cheniere Energy Partners will sell 5,054,164 units ff the
13,500,000 common units being sold while Cheniere LNG Holdings,
LLC, a wholly owned subsidiary of Cheniere Energy, will sell
8,445,836 units.

Cheniere LNG has also granted the underwriters a 30-day option to
purchase up to an additional 2,025,000 common units at the same
price to cover over-allotments.

Cheniere Energy said that the offering will close today, March 26,
2007.  The offering represents an approximate 8.2% interest in
Cheniere Energy Partners.

                    About Cheniere Energy Inc.

Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) --
http://www.cheniere.com/-- operates a network of three,   
100-percent owned, onshore LNG receiving terminals, and related
natural gas pipelines, along the Gulf Coast of the U.S.  The
company is in the early stages of developing a business to market
LNG and natural gas.  To a limited extent, it is also engaged in
oil and natural gas exploration and development activities in the
Gulf of Mexico.  The company operates four business segments, LNG
receiving terminal; natural gas pipeline; LNG and natural gas
marketing; and oil and gas exploration and development.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy, Inc. and affirmed its 'BB'
rating on the $600 million term B bank loan at Cheniere LNG
Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere
Energy.  The outlook is stable.


CINEMARK USA: Gets Requisite Consents to Amend Sr. Note Indenture
-----------------------------------------------------------------
As part of its tender offer and consent solicitation for any and
all of its outstanding $332.25 million 9% Senior Subordinated
Notes due 2013, CUSIP No. 172441AN7, Cinemark USA, Inc., has
received the requisite consents to the proposed amendments to the
indenture governing the Notes, as detailed in the Offer to
Purchase and Consent Solicitation Statement dated March 6, 2007.  
The company also has determined the price to be paid in connection
with the Offer.

The Consent Solicitation expired at 12:00 p.m. midnight, New York
City time, on March 19, 2007.  As of the Consent Date, the company
had received tenders of Notes and deliveries of related consents
from holders of 99.92% of the outstanding Notes.

The company has also executed on March 14, 2007 an amendment and
waiver to the company's Credit Agreement, dated Oct. 5, 2006,
among the company, the lenders party thereto and Lehman Commercial
Paper Inc., as administrative agent, to, among other things,
permit the company to purchase the Notes tendered pursuant to the
Offer.

The company and The Bank of New York Trust Company, N.A., the
trustee under the Indenture, plan to execute a supplemental
indenture in order to effect the proposed amendments to the
Indenture, as described in the Offer to Purchase.  However, the
amendments will not become operative until the company accepts for
purchase and payment the Notes validly tendered, and not validly
withdrawn, at or prior to the Consent Date.

The Tender Offer is scheduled to expire at 12:00 midnight, New
York City time, on April 2, 2007, unless extended.  Any
Notes not tendered and purchased pursuant to the Offer will remain
outstanding and the holders thereof will be subject to the terms
of the supplemental indenture even though they did not consent to
the amendments.

The Total Consideration is equal to $1072.58 for each $1,000
principal amount of the Notes, which was determined by pricing the
Notes using standard market practice to the first call date at a
fixed spread of 50 basis points over the bid-side yield on the
4-5/8% U.S. Treasury Notes due Feb. 29, 2008, determined as of
2:00 p.m., New York City time, on March 19, 2007.

The Total Consideration for each Note validly tendered, and not
validly withdrawn, at or prior to the Consent Date, includes a
consent payment of $30 per $1,000 principal amount.  Holders who
tender at or prior to the Consent Date receive the Total
Consideration.  Holders whose valid tenders are received after the
Consent Date, but at or prior to the Expiration Date, will receive
the Tender Offer Consideration but will not receive the Consent
Payment.  The "Tender Offer Consideration" is the Total
Consideration less the Consent Payment or $1042.58.

In each case, holders of Notes who validly tender their Notes in
the Offer will also receive accrued and unpaid interest from the
last interest payment date to, but not including, the applicable
settlement date, payable on the applicable settlement date.
    
As of the Consent Date, holders who tender their Notes in the
Offer no longer have the right to withdraw the tendered Notes and
the related consents.
    
The company's obligation to accept for purchase and to pay for the
Notes validly tendered and consents validly delivered, and not
validly withdrawn, at or prior to the Consent Date, pursuant to
the Offer is subject to and conditioned upon the satisfaction of
or, where applicable, the company's waiver of, certain conditions
including certain general conditions described in more detail in
the Offer to Purchase.

The Company has retained Lehman Brothers Inc. to serve as sole
Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. to
serve as Information Agent and Tender Agent for the Offer.  
Requests for documents may be directed to:

     D.F. King & Co., Inc.
     48 Wall Street, 22nd Floor
     New York, NY 10005
     Telephone (888) 628-8208 (toll free) or
               (212) 269-5550 (collect)

Questions regarding the terms of the Offer should be directed to
Lehman Brothers Inc. at (800) 438-3242 (toll free) or (212)
528-7581 (collect), attention: Liability Management Group.

                        About Cinemark Inc.

Cinemark Inc. -- http://www.cinemark.com/-- operates 202   
theatres and 2,469 screens in 34 states in the United States and
operates 112 theatres and 932 screens internationally in 13
countries, mainly Mexico, South and Central America.  Cinemark
was founded in 1987 by its Chief Executive Officer and Chairman
of the Board, Lee Roy Mitchell.  In 2004 a controlling interest
in Cinemark was sold to Madison Dearborn Capital Partners.
Cinemark was among the first theatre exhibitors to offer
advanced real-time Internet ticketing at its own website.

                          *     *     *

As reported in the Troubled Company Reporter on March 9, 2007
Moody's Investors Service affirmed the B1 corporate family rating
and positive outlook for Cinemark, Inc.


CITATION CORP: Selects Carl Marks to Provide Valuation Services
---------------------------------------------------------------
Citation Corp. and its debtor-affiliates as the U.S. Bankruptcy
Court for the Northern District of Alabama for authority to employ
Carl Marks Advisory Group LLC as their advisor on financial and
management consulting issues and valuation services.

According to Josef S. Athanas, Esq., at Latham & Watkins LLP, in
Chicago Illinois, CMAG is qualified to be the Debtors' consultant
and valuation service provider because the firm provided those
same services to the Debtors before the Petition Date.

Mr. Athanas relates that CMAG also has extensive and diverse
experience, knowledge and reputation in turnaround and
management, as well as an understanding of the issues involved in
the Debtors' cases.

Specifically, CMAG will:

   (i) perform a review of the Debtors' business plan, and
       oversight their financial and management functions; and

  (ii) perform other services to the Debtors that are related to
       valuation and liquidation analysis.

William Michael Robbins, managing director of CMAG, discloses
that before the Petition Date, the firm received fees aggregating
$360,942, representing a $60,000 prepetition retainer.  CMAG's
fee for its consulting services is $60,000 per month.  

Mr. Robbins notes that for its valuation services, CMAG was paid
$62,500 prepetition by the Debtors and it will be paid another
$62,500 upon completion of the their valuation services, plus all
reasonable expenses incurred by CMAG in the performance of its
duties.

For its financial and management services, CMAG intends to apply
for compensation for professional services rendered and for
reimbursement of actual and necessary expenses incurred, in
accordance with the applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, and the local rules and orders of the
Court.

Mr. Robbins assures the Court that CMAG 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, Ala., 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 to Limit Administrator's Quarterly Fees
------------------------------------------------------------
Citation Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Alabama to limit the 2007
quarterly fees payable to the Bankruptcy Administrator for the
Northern District of Alabama.

Section 1930 of the Judiciary and Judicial Procedure Code
provides that a quarterly fee will be paid in each Chapter 11
case for each quarter until the case is converted or dismissed.

The fees are based on the total amount of quarterly disbursements
made by the debtor.

Under Section 1930, the quarterly fee equals:

   (i) $250 if disbursements total less than $15,000; and

  (ii) $500 if disbursements total more than $15,000 but less
       than $75,000.

Though the Quarterly Fee Provision provides for the payment of
fees, nothing in the statute suggests that the payment depends on
the Bankruptcy Administrator's involvement in the Debtors' case,
Michael Leo Hall, Esq., at Burr & Forman LLP, in Birmingham,
Alabama, tells Judge Mitchell.

Mr. Hall points out that the Debtors still have pending
bankruptcy cases from the 2004 Chapter 11 filing.

Mr. Hall asserts that the Quarterly Fee Provision is not explicit
on its instruction regarding the calculation or collection of
fees, nor in defining the term "disbursement."

Mr. Hall adds that no court has addressed the method of
calculation or collection of quarterly fees for debtors with two
or more bankruptcy cases pending in the same court -- a situation
in which the Debtors find themselves.

The Debtors clarify that they are not seeking to absolutely waive
the quarterly fees to the Bankruptcy Administrator, but rather,
propose to pay the fees on behalf of disbursements made in the
Debtors' current bankruptcy cases.

Requiring the Debtors to pay quarterly fees in the bankruptcy
cases filed in 2004 and the current bankruptcy cases based on the
quarterly disbursements made is absurd and inequitable, for it
amounts to a double taxation on those disbursements, Mr. Hall
maintains.

                    About Citation Corporation

Headquartered in Birmingham, Ala., 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).


CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on 4 Cert. Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Citigroup Mortgage Loan
Trust's issues:

Series 2005-5

   -- Class A affirmed at 'AAA';
   -- Class III-B1 affirmed at 'AA';
   -- Class III-B2 affirmed at 'A';
   -- Class III-B3 affirmed at 'BBB';
   -- Class III-B4 affirmed at 'BB'; and
   -- Class III-B5, rated 'B', placed on Rating Watch Negative.

Series 2006-AR5

   -- Class A affirmed at 'AAA';
   -- Class 1-B1 affirmed at 'AA';
   -- Class 1-B2 affirmed at 'A';
   -- Class 1-B3 affirmed at 'BBB';
   -- Class 1-B4 affirmed at 'BB';
   -- Class 1-B5 affirmed at 'B';
   -- Class 2-B1 affirmed at 'AA';
   -- Class 2-B2 affirmed at 'A';
   -- Class 2-B3 affirmed at 'BBB';
   -- Class 2-B4 affirmed at 'BB'; and
   -- Class 2-B5, rated 'B', placed on Rating Watch Negative.

Series 2006-WF1

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class M-4 affirmed at 'BBB-'; and
   -- Class M-5, rated 'BB+', placed on Rating Watch Negative.
   
Series 2006-WF2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'BBB';
   -- Class M-4 affirmed at 'BBB-'; and
   -- Class M-5, rated 'BB+', placed on Rating Watch Negative.

The mortgage loans consist of fixed- and adjustable- rate loans
extended to Alt-A borrowers and are secured by first liens
primarily on one- to four-family residential properties.  As of
the February 2007 distribution date, the transactions are seasoned
8 months to 18 months and the pool factors range from
approximately 77.8% to 88.3%.  The loans in the 2005-5 and
2006-AR5 transaction are all master serviced by CitiMortgage.  The
loans in the 2006-WF1 and 2006-WF2 transaction are serviced by
Wells Fargo.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$3.298 billion of outstanding certificates.  To date the trusts
have suffered minimal losses.

The Rating Watch Negative actions reflect deterioration in the
relationship between CE and loss expectations and affect
$13.76 million in outstanding certificates.  Fitch is currently
seeking out more detailed performance-related data in order to
better determine to what degree the transactions may be negatively
affected.

Loan Pool 3 from the 2005-5 transaction is currently experiencing
2.88% of serious delinquencies while the most subordinate bond is
protected by only 43 bps of subordination.

Loan Pool 2 from the 2006-AR5 transaction is currently
experiencing 4.09% of serious delinquencies, while having only
52 bps of subordination as protection for the most subordinate
bond.

The 2006-WF1 transaction is currently experiencing 5.08% of
serious delinquencies, while the most subordinate bond has only 99
bps of overcollateralization (OC) as protection.

The 2006-WF2 transaction is currently experiencing 4.5% of serious
delinquencies, while the most subordinate bondhas only 94 bps of
OC as protection.

Fitch will continue to closely monitor this transaction, if the CE
becomes further threatened or begins to deteriorate, further
actions may be necessary.


CSC HOLDINGS: Sr. Notes Offering Further Extended Until April 19
----------------------------------------------------------------
CSC Holdings, Inc. disclosed that it would further extend until
April 19, 2007, at 5:00 P.M., New York City time, its offer to
exchange up to $500 million aggregate principal amount of its
6-3/4% Senior Notes due 2012.

The CSC Holdings said that the notes were initially issued and
sold in a private placement in April 2004, for an equal aggregate
amount of its registered 6-3/4% Senior Notes due 2012.

                        About CSC Holdings

Headquartered in New York, CSC Holdings Inc. is a subsidiary of
Cablevision Systems Corporation is a domestic cable multiple
system operator serving more than 3 million subscribers in and
around the metropolitan New York area.

                          *     *     *

Moody's Investors Service assigned a B2 rating on CSC Holdings
Inc.'s Senior Unsecured Debt on Jan. 18, 2007, while Fitch Ratings
placed a 'BB' rating on CSC Holdings' Senior Unsecured Debt on
Jan. 17, 2007.


CUMULUS MEDIA: Incurs $45 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Cumulus Media Inc. reported total revenues of $334.32 million and
a net loss attributable to common stockholders of $44.58 million
for the year ended Dec. 31, 2006.  It had total revenues of
$327.4 million and a net loss attributable to common stockholders
of $212.33 million for the year ended Dec. 31, 2005.

Total revenues in 2006 were composed of $331.69 million in
broadcasting revenues and $2.63 million in management fee revenues
from affiliate.  Total revenues in 2005 were composed solely of
broadcast revenues.

Total operating expenses in 2006 totaled $334.36 million, as
compared with total operating expenses of $532.69 million a year
earlier.

As of Dec. 31, 2006, the company listed total assets of
$1.33 billion and total liabilities of $996.14 million, resulting
to total stockholders' equity of $337 million.

Accumulated deficit as of Dec. 31, 2006, was $366.96 million, as
compared with $322.37 million a year earlier.  Cash and cash
equivalents as of Dec. 31, 2006, were $2.39 million, as compared
with $5.12 million a year earlier.

Net cash provided by operating activities decreased by about
$13.5 million for the year ended Dec. 31, 2006.  Net cash used in
investing activities decreased $73.6 million, to $19.2 million,
from $92.8 million for the year ended Dec. 31, 2006.  For the year
ended Dec. 31, 2006, net cash used in financing activities
increase $35.9 million, primarily due to the repurchase of
14,261,000 million shares of Class A Common Stock and 5 million
shares of Class B Common Stock, offset by an increase in
borrowings under a new credit facility primarily to fund these
repurchases.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c02

                           Acquisitions

For the year ended Dec. 31, 2006, the company acquired three radio
stations in two markets for an aggregate purchase price of
$5.5 million.  The company also swapped one license for another
license plus a cash payment of $1.5 million.  The acquisition
costs were funded in cash.

As of Dec. 31, 2006, the company had pending a swap transaction
pursuant to which it would exchange one of its Ft. Walton Beach,
Florida radio stations, WYZB-FM, for another owned by Star
Broadcasting, Inc., WTKE-FM.  Specifically, the purchase agreement
provided for the exchange of WYZB-FM plus $1.5 million in cash for
WTKE-FM.  

                       Sources of Liquidity

On June 7, 2006, the company entered into a new $850 million
credit facility, which provided for a revolving credit facility of
$100 million and a term loan facility in the aggregate principal
amount of $750 million.  The company used the proceeds to repay
all amounts outstanding under its existing credit facilities,
about $588.2 million, and to purchase 11.5 million shares of our
Class A Common Stock pursuant to the "modified Dutch auction"
tender offer commenced on May 17, 2006, to purchase 5 million
shares of the company's Class B Common Stock pursuant to a stock
purchase agreement with BA Capital and BACI, and to pay fees and
expenses related to the foregoing.

                       About Cumulus Media

Headquartered in Atlanta, Georgia, Cumulus Media, Inc. --
http://www.cumulus.com/-- owns and operates FM and AM radio  
station clusters serving mid-sized markets throughout the U.S.  As
of Dec. 31, 2006, directly and through its investment in Cumulus
Media Partners LLC, it owned or operated 345 stations in 67 U.S.
markets and provided sales and marketing services under local
marketing, management and consulting agreements to one additional
station.

                          *     *     *

As reported in the Troubled Company Reported on Sept. 28, 2006,
Moody's Investors Service affirmed its Ba3 rating on Cumulus
Media, Inc.'s secured revolver and secured term loans and assigned
an LGD3 rating to these debts, in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the US advertising and broadcasting
sector.  Cumulus Media also carries Moody's B1 PDR rating.


DEUTSCHE MORTGAGE: Fitch Holds B- Rating on $19MM Class K Certs.
----------------------------------------------------------------
Fitch affirms Deutsche Mortgage & Asset Receiving Corp.'s
commercial mortgage pass-through certificates, COMM 1999-1:

   -- $697.4 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $62.3 million class B at 'AAA';
   -- $22.9 million class C at 'AAA';
   -- $62.3 million class D at 'AAA';
   -- $81.9 million class E at 'AAA';
   -- $19.7 million class F at 'AAA';
   -- $68.8 million class G at 'BBB+';
   -- $13.1 million class H at 'BBB';
   -- $26.2 million class J at 'B+'; and
   -- $19.7 million class K at 'B-'.

Fitch does not rate the $10.5 million class L certificates.  Class
A-1 paid in full.

The affirmations reflect stable pool performance and minimal
paydown since Fitch's last rating action.  In total, 63 loans have
defeased since issuance.  As of the March 2007 distribution date,
the pool's aggregate certificate balance has been reduced by
approximately 17.3%, to $1.08 billion from $1.31 billion at
issuance.

There are currently four assets in special servicing of which two
are real estate owned.  The two largest specially serviced loans
are cross-collateralized, cross-defaulted and secured by 299-unit
and 248-unit multi-family properties in Bryan, Texas.  The loans
transferred to the special servicer due to declines in performance
as a result of a weak local multi-family market.  The loans are
current and are in the process of being returned to the master
servicer.

The two remaining assets are REO and secured by a 158-unit hotel
located in Plano, Texas and an office property located in Austin,
Texas, respectively.  The special servicer has listed the
properties for sale.  Based on the most recent appraisal values,
Fitch expects losses will be absorbed by the non-rated class L.


DYNEGY HOLDINGS: Moody's Rates $70 Mil. Term Loan Facility at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Dynegy
Holdings Inc.'s $70 million first lien term loan facility.

In addition, Moody's has affirmed Dynegy's existing ratings,
including its B1 Corporate Family and Probability of Default
Ratings.  The outlook is stable.

The term loan is expected to be provided pursuant to the company's
Fifth Amended and Restated Credit Agreement, which also pertains
to a revolving credit facility and a synthetic letter of credit
facility, both rated Ba1.

Moody's notes that the revolving credit facility is now expected
to total $850 million, an increase from the previously
contemplated total of $750 million.  This increase will be offset
by a $100 million reduction in the size of the synthetic letter of
credit facility, which is now expected to total $400 million.

Proceeds of the term loan will be used to provide consideration to
LS Power Group for a 50% interest in Griffith, a 558 MW combined
cycle gas-fired generating facility located in Arizona, in lieu of
the previously contemplated $70 million non-recourse note that was
to be issued at the project level.

Dynegy is acquiring the interest in Griffith as part of its
pending merger with several entities affiliated with the LS Power
Group.

"[W]hile the transaction represents a $70 million increase in
recourse debt at DHI, there is no change to projected consolidated
debt levels and Moody's believes the impact on the company's
credit to be minimal,"  said Moody's analyst, Aaron Freedman.

As a result of the increase in first lien recourse debt, the loss
given default point estimates assigned to several of Dynegy's
other debt instruments have increased marginally, as detailed
below.

Dynegy is an independent power producer headquartered in Houston,
Texas, with an approximately 12,000 MW portfolio of assets.

These ratings were affected by the action:

Rating assigned:

   * Dynegy Holdings, Inc.

      -- senior secured term loan at Ba1, LGD1, 9%

Ratings affirmed/assessments revised:

   * Dynegy Holdings, Inc.

      -- 9.875% second priority senior secured notes due 2010 at
         Ba2, LGD2, 24% from LGD2, 21%

      -- senior unsecured notes at B2, LGD4, 64% from LGD4, 63%

      -- multiple seniority shelf at B2, LGD4, 64% from LGD4, 63%

   * Dynegy Danskammer, LLC and Dynegy Roseton, LLC,

      -- pass-through trust certificates at Ba3, LGD3, 37% from
         LGD3, 36%

Ratings affirmed:

   * Dynegy Holdings, Inc.

      -- corporate family rating at B1

      -- probability of default rating at B1

      -- senior secured revolving credit facility at Ba1, LGD1,      
         9%

      -- senior secured letter of credit facility at Ba1, LGD1,
         9%

      -- multiple seniority shelf (subordinate) at B3, LGD6,      
         96%

   * NGC Corporation Capital Trust I

      -- subordinated capital income securities (SKIS) due 2027 at
         B3, LGD6, 96%

   * Dynegy Capital Trust II

      -- trust preferred stock shelf at B3, LGD6, 96%

   * Dynegy Capital Trust III

      -- trust preferred stock shelf at B3, LGD6, 97%

   * Dynegy Inc.

      -- multiple seniority shelf at B3, LGD6, 97%


EDDIE BAUER: High Leverage Prompts S&P's Negative Outlook
---------------------------------------------------------
Standard & Poor's Rating Services lowered the ratings on Redmond,
Washington-based Eddie Bauer Holdings Inc., a multichannel apparel
retailer selling casual sportswear and accessories, to 'B-' from
'B'.

At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications, where it was placed on
Nov. 13, 2006.  The outlook is negative.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $225 million senior
secured term loan.  The loan is rated 'B-', the same as the
corporate credit rating on Eddie Bauer and has been assigned a
recovery rating of '4', reflecting the rating agency's expectation
for marginal (25%-50%) recovery of principal in the event of
payment default.  The facility is a seven-year loan with an
expected maturity in 2014.

"The negative outlook," said Standard & Poor's credit analyst
David Kuntz, "reflects the considerable uncertainty regarding
Eddie Bauer's ability to execute its turnaround strategy, senior
leadership vacancies, and highly leveraged capital structure."

He added that if operating performance and credit metrics
deteriorate to such an extent as to create issues with covenant
compliance for the company, Standard & Poor's would consider a
downgrade.


EMERITUS CORP: December 31 Balance Sheet Upside-Down by $119 Mil.
-----------------------------------------------------------------
Emeritus Corp.'s balance sheet at Dec. 31, 2006, showed
$703.1 million in total assets and $822.1 million in total
liabilities, resulting in a total stockholders' deficit of
$119 million.  

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $51.2 million in total current assets available to
pay $93 million in total current liabilities.

                   Fourth Quarter 2006 Results

Emeritus Corporation reported a net loss of $5.3 million on
revenues of $109.8 million for the fourth quarter ended
Dec. 31, 2006, compared to net income of $18.5 million on revenues
of $99.2 million for the same period of 2005.  Fourth quarter 2005
net income includes a gain on the sale of the company's investment
in Alterra Healthcare Corporation of $34.1 million.

The increase in revenues was primarily the result of rate
improvements of $4.7 million, occupancy improvements of
$3.4 million, and $2.5 million from new acquisitions.

Community operating expenses increased $2.8 million to $69 million
in the fourth quarter of 2006, from $66.2 million in the fourth
quarter of 2005.  Approximately $1.6 million of the increase was
from the addition of new communities and $585,000 was related to
an expense increase for the settlement of a Texas Medicaid dispute
originating in 2005.  Operating margin increased to 36.8% from
32.9% in the fourth quarter of 2005.

General and administrative expenses increased by $2.8 million from
the prior year.  Approximately $1.3 million of the expense
increase relates to non-cash stock option compensation expenses
and an expense for the future retirement benefits of one of the
company founders.

Operating income from continuing operations increased by
$3.1 million from $2.9 million in 2005 to $6 million in 2006.  

                      Full Year 2006 Results

The company reported a $14.6 million net loss on revenues of
$421.9 million in 2006, compared with net income of $11.7 million
on revenues of $387.7 million in 2005.  Net income in 2005
includes a gain on the sale of the company's investment in Alterra
Healthcare Corporation of $55.4 million.

The increase in the average revenue per unit contributed
approximately $20.8 million to the increase and the acquisition of
new communities contributed approximately $11 million, with the
balance of $2.4 million from occupancy gains.

Community operating expenses, exclusive of a professional
liability settlement adjustment of $12.2 million, increased to
$272.8 million in 2006 from $257.1 million in 2005, an increase of
$15.7 million.  Excluding a reduction in professional liability
and workers' compensation expense reduction of $7.2 million and a
$1.9 million expense increase from the settlement of a Texas
Medicaid dispute originating in 2005, operating expenses would
have increased by approximately $21 million.  Approximately
$7 million of the increase was from new communities, with the
balance primarily from increases in staffing costs, utilities, and
facility repairs and maintenance costs.

General and administrative expenses increased by $7.2 million from
the prior year.  Of this increase, approximately $2.8 million was
non-cash stock option compensation expenses, $1.3 million was
legal fees incurred in relation to the Texas Medicaid dispute
originating in 2005, and $699,000 was an expense increase related
to the future retirement benefits of one of the company founders.

Operating income from continuing operations, exclusive of the
$12.2 million liability claim adjustment, increased by
$3.9 million from $12.1 million in 2005 to $16 million in 2006.

Mr. Daniel R. Baty, the company's chief executive officer and
chairman of the Board, commented: "We are encouraged by the
progress we have made over the year to increase top line revenues,
ending the year at 87% occupancy from 84% at the end of last year,
and increasing our average monthly rate by approximately 5%.  Our
fourth quarter results are particularly pleasing as we ended the
year with strong revenue growth and margin improvements to 36.8%
from 32.9% the fourth quarter last year.  These accomplishments,
and our property acquisitions completed in the first quarter of
2007, have put us in a strong position heading into 2007."

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?1c09

                       About Emeritus Corp.

Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) --
http://www.emeritus.com/-- is a national provider of assisted  
living and Alzheimer's and related dementia care services to
seniors.  Emeritus Corp. is one of the largest operators of
freestanding assisted living communities located throughout the
United States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently operates, or has an
interest in, 203 communities representing capacity for
approximately 16,513 units and 20,149 residents in 35 states.  


ENTECH ENVIRONMENTAL: Dec. 31 Balance Sheet Shows $2 Mil. Deficit
-----------------------------------------------------------------
Entech Environmental Technologies, Inc., for the quarter ended
Dec. 31, 2006, reported a net loss of $805,262 on revenues of
$837,334, as compared with a net loss of $232,536 on revenues of
$1,285,194.

As of Dec. 31, 2006, the company's balance sheet showed total
stockholders' deficit totaling $2,034,207, resulting form total
assets of $1,508,080 and total liabilities of $3,542,287.  
Accumulated deficit was $19,472,859 in 2006, as compared with an
accumulated deficit of $18,667,598 in Sept. 30, 2006.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $1,161,094 available to pay
total current liabilities of $2,884,525.  The company held cash
totaling $58,258 as of Dec. 31, 2006, down from $83,315 as of
Sept. 30, 2006.

                  Liquidity and Capital Resources

During the three months ended Dec. 31, 2006, the company sold
property and equipment for $19,000.

During the three months ended Dec. 31, 2006, the company's
continuing operations used $116,285 of cash.  At Dec. 31, 2006,
the company had a negative working capital of $2.37 million, and
an outstanding obligations to Barron Partners of an aggregate of
$1.1 million that is due on demand and another $1.3 million that
comes due at various dates during 2008.  

The company filed a registration statement to register the shares
underlying the convertible notes payable on June 2, 2006, and will
continue to incur liquidated damages at the rate of 36 percent per
year on the outstanding balance of the notes payable until such
registration statement is effective.

Full-text copies of the company's report for the quarter ended
Dec. 31, 2006, are available for free at
http://ResearchArchives.com/t/s?1c04

                    About Entech Environmental

Entech Environmental Technologies, Inc. (OTCBB: EEVT), fka Cyber
Public Relations Inc., owns and operates three subsidiary
construction related firms and is a provider of construction,
repair, and maintenance services for fueling related businesses in
California, Arizona and Nevada.  The company offers complete
planning and construction services for gas stations, convenience
stores, fast food restaurants, retail shopping centers, and truck
stops, as well as comprehensive remodeling and re-imaging services
and, regulatory compliance testing.  The company provides
diagnostic and maintenance services to petroleum service stations
in the southwestern part of the United States of America.

                          *     *     *

Mendoza Berger & Company LLP, in Irvine, California, expressed
substantial doubt about Entech Environmental Technologies Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Sept. 30, 2006.  The auditing firm cited the company's significant
losses from operations and that the company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.


FEDDERS CORP: Completes $90 Million Senior Credit Financing
-----------------------------------------------------------
Fedders Corporation has completed its $90 million senior secured
financing.

The proceeds of the financing are being used to refinance the
company's existing $50 million senior credit agreement, for
ongoing working capital requirements and for general corporate
purposes.

The financing was arranged by Goldman Sachs Credit Partners L.P.

Based in Liberty Corner, New Jersey, Fedders Corporation, --
http://www.fedders.com/-- manufactures and markets air treatment  
products, including air conditioners, air cleaners, dehumidifiers,
and humidifiers.  The company has production facilities in the
United States in Illinois, North Carolina, New Mexico, and Texas
and international production facilities in the Philippines, China
and India.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders deficit of $27,560,000, compared to a deficit of
$62,000 at Dec. 31, 2005.


FREMONT HOME: DBRS Downgrades Rating on $6 Million Certs. to BB
---------------------------------------------------------------
Dominion Bond Rating Services downgraded these three Classes from
Fremont Home Loan Trust, Mortgage-Backed Certificates, Series
2006-B:

   * $6,519,000 Mortgage-Backed Certificates, Fremont Series 2006-
     B, Class SL-M8 to BBB from BBB (high)

   * $5,811,000 Mortgage-Backed Certificates, Fremont Series 2006-
     B, Class SL-M9 to BBB (low) from BBB (high)

   * $6,052,553 Mortgage-Backed Certificates, Fremont Series 2006-
     B, Class SL-B1 to BB from BBB

The above downgrades are the result of the increased 90+ day's
delinquency pipeline relative to the available level of credit
enhancement.  In addition, the Class SL-M9 and Class SL-B1 have
been removed from Under Review with Negative Implications, where
they were placed on Dec. 6, 2006.

The mortgage loans consist of fixed rate mortgage loans that are
secured by second liens on residential properties.  The mortgage
loans in the Underlying Trust were originated or acquired by
Fremont Investment & Loan.


GDX AUTOMOTIVE: Court Puts French Unit in Legal Rectification
-------------------------------------------------------------
The Commercial Court of Le Havre has placed the French unit of GDX
Automotive Inc. at Saint-Nicolas-of-the-Size (Seine-Maritime) in
legal rectification after the company declared a suspension of
payments, Domenica Aubin writes for Les Echos.

Subsequently, the court also appointed a receiver who will seek a
buyer for the plant.

According to the report, elected officials of the work's council
regretted the move, as they believe financial results for 2006
were in line with forecasts.

The French unit cut 190 jobs in an attempt to reduce costs and
gain new markets.  However, it was not able to achieve
profitability since 2000 due to poor order book, Les Echos
relates.

The unit is owned by US private equity firm Cerberus.  It employs
165 workers.

Headquartered in Farmington Hills, Mich., GDX Automotive Inc. --
http://www.gdxautomotive.com/-- supplies engineered and  
innovative vehicle sealing, glass encapsulation and antivibration
components to the major automotive manufacturers.  GDX employs
nearly 7,000 people in North America, Europe and China.  In
Europe, the company maintains operations in Germany, Spain, France
and the Czech Republic.


GENTIVA HEALTH: Earns $20.8 Million in Year Ended December 31
-------------------------------------------------------------
Gentiva Health Services Inc. reported net income of $20.8 million
for the year ended Dec. 31, 2006, compared with net income of
$23.4 million in fiscal 2005.  Net revenues were $1.106 billion in
2006, up 27% compared to $868.8 million in 2005.

Net income for fiscal 2006 included Medicare special items of
$1.9 million representing a settlement of the company's appeal
filed with the Provider Review Relations Board related to the
reopening of the 1999 cost reports, pre-tax restructuring and
integration costs of $7.7 million, and a pre-tax charge of
$4.3 million resulting from the implementation of a new accounting
rule for equity-based compensation.

Net income for fiscal 2005 included $4.2 million release of tax
reserves related to the favorable resolution of tax audit issues
for the years 1997 through 2000.  Net income for fiscal 2005 also
included Medicare special items of $3.6 million and restructuring
and other special items of $900,000 (pre-tax).

EBITDA and net income, excluding special items and restructuring
and integration costs, were $75.1 million for 2006, as compared to
$35.2 million for 2005.
      
Operating cash flow was $51.4 million during 2006, compared to
operating cash flow of $21.8 million during 2005.  Prepayments of
$28 million were made on the company's term loan during the year,
resulting in a long-term debt balance of $342 million at
Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed
$843.9 million in total assets, $569.6 million in total
liabilities, and $274.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c0f

                  About Gentiva Health Services

Based in Melville, New York, Gentiva Health Services Inc.
(NasdaqGS: GTIV) -- http://www.gentiva.com/-- is the nation's  
largest provider of comprehensive home health and related
services.  The company serves patients across the United States,
through its direct service delivery units or through
CareCentrix(R), which manages home health services for major
managed care organizations.  

                          *     *     *  

Gentiva Health Services Inc. carries Moody's Investors Service
'B1' Probability of Default rating which became effective on
Sept. 29, 2006.


GERTRUDIS ACEVEDO: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gertrudis A. Acevedo
        2835 Vista Way
        Antioch, CA 94509

Bankruptcy Case No.: 07-40857

Chapter 11 Petition Date: March 22, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Marc Voisenat, Esq.
                  1330 Broadway, Suite 1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Mechanic Bank                loan                   $19,548
P.O. Box 4000
Richmond, CA 94804

Sears Gold                       credit                  $5,615
P.O. Box 6922
The Lakes, NV 88901-6922

Home Depot                       credit                  $2,240
P.O. Box 6938
The Lakes, NV 88901-6028

Macy's                                                   $1,240

Victoria Secret                  credit                    $514

Walmart                          credit                    $247

Gap                              credit                    $200


GREENPARK GROUP: Court Sets May 10 Hearing on Case Status & Plan
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California will convene a hearing on May 10, 2007, at 10:30 p.m.,
in Courtroom No. 5A, 4th Street, in Santa Ana, Calif. to consider:

   a) the status of Greenpark Group LLC and its debtor-
      affiliate, California/Nevada Development LLC's
      chapter 11 cases; and

   b) the Debtors' First Amended Disclosure Statement explaining
      their First Amended Chapter 11 Plan.

                       Overview of the Plan

The Debtors disclose that the Plan provides for the liquidation of
the Debtors' assets for payments to valid creditors and to the
extent possible, equity owners.

GreenPark owns GreenPark Runkle Canyon LLC.  Runkle Canyon expects
to close the sale of real property to KB Homes.  In connection
with the sale, GreenPark expects to receive an amount in excess of
$31 million, specifically:

    -- $18,000,000 of notes in connection with the Phase III
       sale; and

    -- $13,765,000 in connection with the Phase IV sale.

GreenPark says that in order for California/Nevada Development to
make distributions under the Plan, it will contribute $25,000 to
California/Nevada Development.
                           
                       Treatment of Claims

Under the Amended Plan, administrative claims will be paid in
full.

Holders of Unsecured Claims against GreenPark, totaling
$17,890,833, will also be paid in full on the effective date.

Holders of Unsecured Claims against California/Nevada, totaling
$971,311, will receive a pro rata share of the $25,000 contributed
by GreenPark.

GreenPark's interest holders will receive payment after all other
claims are satisfied.

Randy Wheeler, GreenPark's Senior Vice president and secretary,
and Peter Kiesecker, a creditor of GreenPark, who are also
interest holders of GreenPark, will receive all distributions that
they are entitled from the proceeds of the Phase IV sale.

California/Nevada's interest holders will not receive anything
under the Amended Plan.

A full-text copy of Greenpark Group LLC and California/Nevada
Development LLC's Disclosure Statement is available for a fee at

  http://www.researcharchives.com/bin/download?id=070323031535

                       About GreenPark Group

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.


GROUP 1: Expands Capacity of Credit Facility by $400 Million
------------------------------------------------------------
Group 1 Automotive Inc. has amended its existing revolving credit
facility and expanded it by $400 million to $1.35 billion.  As
part of the amendment, the agreement was extended one year, making
it a five-year revolving syndicated credit facility with 22
financial institutions expiring in March 2012.

One billion dollars of the $1.35 billion revolving facility will
be available for vehicle inventory floorplan financing, with the
remaining $350 million available for working capital, including
acquisitions.  The facility can be expanded to $1.85 billion total
availability.

In addition, up to half of the working capital line can be
borrowed in either Euros or Pounds Sterling.  Lenders in the
syndicated facility include three manufacturer-affiliated finance
companies -- Toyota Motor Credit Corporation, BMW Financial
Services NA, LLC and Nissan Motor Acceptance Corporation -- and 19
commercial banks.  The commercial banks are:

   * JPMorgan Chase Bank, N.A.;
   * Bank of America, N.A.;
   * Comerica Bank;
   * Key Bank;
   * Sovereign Bank;
   * BNP Paribas;
   * U.S. Bank, N.A.;
   * Wachovia Bank, National Association;
   * Wells Fargo Bank, National Association;
   * Barclays Bank PLC;
   * Citibank, N.A.;
   * Citizens Bank New Hampshire;
   * Deutsche Bank AG, New York Branch;
   * Fifth Third Bank;
   * National City Bank;
   * SunTrust Bank;
   * World Omni Financial Corp.;
   * Amarillo National Bank and
   * Bank of Oklahoma, N.A.

The syndication was arranged through J.P. Morgan Securities Inc.

"This amended $1.35 billion facility will provide Group 1 with
access to reasonably priced capital for inventory financing and
acquisitions," Earl J. Hesterberg, Group 1's president and chief
executive officer, said.  "The commitments made by our existing
lender partners and six new lenders, once again demonstrates the
strength of the company and the solid relationships we have built
with the commercial banking community and our automobile
manufacturer partners.  We are grateful for the continued support
of our existing lender partners, and are pleased to be entering
into new lending relationships with Barclays Bank; Citibank;
Citizens Bank New Hampshire; Deutsche Bank AG, New York Branch;
National City Bank and World Omni Financial Corp."

Year to date, Group 1 has acquired nine franchises with total
estimated annual revenues of $303.1 million.  The company has
announced that it expects to acquire a total of at least
$600 million in estimated annual revenues in 2006 and will
continue to dispose of its underperforming dealerships.

Group 1 Automotive, Inc. (NYSE:GPI) http://www.group1auto.com/--  
owns 95 automotive dealerships comprised of 136 franchises, 33
brands and 30 collision service centers in California, Colorado,
Florida, Georgia, Louisiana, Massachusetts, New Hampshire, New
Jersey, New Mexico, New York, Oklahoma and Texas.  Through its
dealerships, the company sells new and used cars and light trucks;
arranges related financing, vehicle service and insurance
contracts; provides maintenance and repair services; and sells
replacement parts.

                          *     *     *

The company's 8.25% Senior Subordinated Notes due 2013 carry
Moody's Investors Service's Ba3 rating and Standard & Poor's B+
rating.


GS MORTGAGE: Fitch Affirms Low-B Ratings on 3 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on GS Mortgage Securities
Corp.'s residential mortgage pass-through certificates:

GSAMP, Series 2002-HE2

   -- Classes A-1 & A-2 affirmed at 'AAA';
   -- Class B-1 upgraded to 'A-' from 'BBB+'; and
   -- Class B-2 upgraded to 'BBB+' from 'BBB'.

GSAMP, Series 2002-NC1

   -- Class A-2 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A'; and
   -- Class B-1 affirmed at 'BBB'.
   
GSAMP, Series 2002-WF

   -- Classes A-1 & A-2B affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A+'; and
   -- Class B-1 affirmed at 'BBB'.

GSAMP, Series 2003-AHL

   -- Classes A-1 & A-2B affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class B-1 affirmed at 'BBB'; and
   -- Class B-2 affirmed at 'BBB-'.

GSAMP, Series 2003-FM1

   -- Class M-1 affirmed at 'AA+';

   -- Class M-2 affirmed at 'A+';

   -- Class B-1 affirmed at 'A-'; and

   -- Class B-2 is rated 'BBB' and placed on 'Rating Watch
      Negative'.

GSAMP, Series 2003-HE1

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 downgraded to 'BB+' from 'BBB-'; and
   -- Class B-2 downgraded to 'B+' from 'BB+'.

GSAMP, Series 2003-HE2

   -- Class A-1A, A-1B, A-2, A-3A, & A-3C affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A+';
   -- Class M-3 affirmed at 'A+';
   -- Class M-4 affirmed at 'A-';
   -- Class B-1 downgraded to 'BBB' from 'BBB+'; and
   -- Class B-2 downgraded to 'BB+' from 'BBB'.

GSAMP, Series 2003-NC1

   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class B-1 affirmed at 'BBB+'; and
   -- Class B-2 affirmed at 'BBB'.

GSAMP, Series 2004-AR1

   -- Classes A-1A, A-1B, A-2B, & A-2C affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-';
   -- Class B-4 affirmed at 'BB+'; and
   -- Class B-5 affirmed at 'BB'.

GSAMP, Series 2004-AR2

   -- Classes A-1A, A-1B, & A-2B affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 affirmed at 'BBB-'; and
   -- Class B-4 affirmed at 'BB+'.

GSAA, Series 2004-NC1

   -- Classes AF-3, AF-4, AF-5, & AF-6 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class B-1 affirmed at 'BBB'; and
   -- Class B-2 affirmed at 'BBB-'.

GSAMP, Series 2004-NC2

   -- Classes A-1A, A-1B, & A-2C affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

GSAMP, Series 2004-OPT

   -- Classes A-1 & A-4 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'AA-';
   -- Class M-3 affirmed at 'A+';
   -- Class B-1 affirmed at 'A';
   -- Class B-2 affirmed at 'BBB+';
   -- Class B-3 affirmed at 'BBB'; and
   -- Class B-4 affirmed at 'BBB-'.

GSAMP, Series 2005-HE3

   -- Classes A-1A, A-1B, A-2B, & A-2C affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class M-4 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB'; and
   -- Class B-3 affirmed at 'BBB-'.

GSAMP, Series 2005-HE4

   -- Classes A-1A, A-2A, A-2B & A-2C affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA+';
   -- Class M-3 affirmed at 'AA';
   -- Class M-4 affirmed at 'AA-';
   -- Class M-5 affirmed at 'A+';
   -- Class M-6 affirmed at 'A';
   -- Class B-1 affirmed at 'A-';
   -- Class B-2 affirmed at 'BBB+';
   -- Class B-3 affirmed at 'BBB'; and
   -- Class B-4 affirmed at 'BBB-'.

The affirmations, affecting approximately $2.8 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $13.9 million of the outstanding certificates, are
taken as a result of an improving relationship between CE and
expected loss.  The downgrades, affecting approximately $9 million
of the outstanding certificates, are taken as a result of a
deteriorating relationship between CE and expected loss.  In
addition, the Rating Watch Negative affects $429,000 of the
outstanding certificates.

GSAMP 2003-HE1, classes B-1 and B-2 are downgraded because losses
have exceeded excess spread for seven of the nine months since the
overcollateralization (OC) stepped-down and, as a result, eroded
the OC below target.  As of the February 2007 remittance date, the
OC is $329,000 below the target of $2.3 million.  The OC as a
percent of the current balance is 3.4% at $1.9 million.  The
cumulative loss as a percentage of the original pool balance is
1.6% and the 60+ delinquency rate as a percentage of the current
pool balance is 26.6%.  Losses are expected to continue to exceed
excess spread.

GSAMP 2003-HE2, classes B-1 and B-2 are downgraded because losses
have exceeded excess spread for four of the five months since the
overcollateralization stepped-down and, as a result, eroded the OC
below target.  As of the February 2007 remittance date, the OC is
$398,000 below the target of $3.6 million.  The OC as a percent of
the current balance is 2.8% at $3.3 million.  The cumulative loss
as a percentage of the original pool balance is 0.63% and the 60+
delinquency rate as a percentage of the current pool balance is
15.5%.  Losses are expected to continue to exceed excess spread.

GSAMP 2003-FM1, class B-2 is placed on Rating Watch Negative
because losses have exceeded excess spread for the last three
months and, as a result, eroded the OC below target.  As of the
February 2007 remittance date, the OC is $315,000 below the target
of $2.2 million.  The OC as a percent of the current balance is
6.3% at $1.9 million.  The excess spread as an annualized
percentage of the current pool balance is approximately 2.2%.  The
cumulative loss as a percentage of the original pool balance is
0.62% and the 60+ delinquency rate as a percentage of the current
pool balance is 28.8%.  Fitch will continue to closely monitor
this transaction.

The collateral of the above transactions primarily consists of
conforming and non-conforming, fixed-rate and adjustable-rate,
subprime mortgage loans secured by first and second liens on
residential properties.  The loans underlying GSAMP 2003-AHL were
originated or acquired by Accredited Home Lenders, Inc.  The loans
underlying the transactions containing 'AR' were originated or
acquired by Argent Mortgage Company, LLC and Olympus Mortgage
Company.  The loans underlying GSAMP 2003-FM1 were originated or
acquired by Fremont Investment & Loan.  The loans underlying the
transactions containing 'NC' were originated or acquired by New
Century Mortgage Corp.  The loans underlying GSAMP 2004-OPT were
originated or acquired by Option One Mortgage Corp.  The loans
underlying GSAMP 2002-WF were originated or acquired by Wells
Fargo Home Mortgage, Inc.  The loans underlying the transactions
containing 'HE' were originated by various originators.

Chase Home Finance, LLC services mortgages in GSAMP 2003-AHL,
GSAMP 2003-HE2, GSAA 2004-NC1, GSAMP 2005-HE3, and GSAMP 2005-HE4.
Countrywide Home Loans, Inc. services mortgages in GSAMP 2004-AR1,
GSAMP 2004-AR2, and GSAMP 2005-HE3.  Litton Loan Servicing, LP
services mortgages in GSAMP 2002-HE2, GSAMP 2003-NC1, and GSAMP
2004-NC2.  Ocwen Financial Corp. services mortgages in GSAMP
2002-NC1, GSAMP 2003-FM1, and GSAMP 2003-HE1.  Option One Mortgage
Corp. services mortgages in GSAMP 2003-HE2 and GSAMP 2004-OPT.
Wells Fargo Home Mortgage, Inc. services mortgages in GSAMP
2002-WF.  Wilshire Credit Corp. services mortgages in GSAMP
2005-HE3.

The pool factors for the transactions range from 7% (2003-FM1) to
61% (2005-HE4) and the seasoning ranges from 16 months (2005-HE4)
to 55 months (2002-NC1).


HEADWATERS INC: Moody's Holds Corporate Family Rating at B1
-----------------------------------------------------------
Moody's Investors Service changed its rating outlook for
Headwaters Incorporated to positive from stable.  At the same
time, the rating on the company's guaranteed senior secured credit
facility was raised to Ba2 from Ba3; the higher rating reflects a
lower estimate of loss-given-default now that the secured debt
represents a smaller proportion of the company's capitalization
following Headwaters' recent convertible subordinated note
offering.

The positive rating outlook considers Headwaters' expanded
diversity of businesses and the increased contribution from the
company's Coal Combustion Products and Construction Materials
segments.

Moody's believes that these core segments are approaching the
point where their stability, earnings and cash flow could support
a higher rating.  However, before an upgrade will be considered
Moody's would like to evaluate how the Construction Materials
businesses perform in the residential housing market downturn and
see evidence of margin restoration.

At the same time, a clearer picture should emerge in 2007 for
several of Headwaters' development-stage businesses within its
third segment, Alternative Energy.  While this segment is
currently cash generative, it is transitioning from reliance on
synfuel -- and Section 45K tax credits, which expire at the end of
2007 -- to a diverse set of businesses that have a common theme of
developing technology applicable to the energy and chemical
industries.  Moody's awaits the commercialization of several of
these technologies and a better appreciation of their potential,
but believes that one or more of these businesses could become
material contributors to Headwaters' operating income over the
next few years.

Affirmed:

   * Corporate family rating at B1
   * Speculative grade liquidity rating at SGL-1

Ratings upgraded:

   * Guaranteed senior secured first lien credit facilities -- to
     Ba2, LGD2, 23% from Ba3.

The credit facilities include a $60 million revolving credit
facility maturing September 2009 and a term loan B facility
maturing April 30, 2011.

Since 2004, when Headwaters made several acquisitions, it has
reduced debt from a peak of $1 billion to the current
$605 million.  As expected, debt reduction was aided by
significant cash flow from the synfuels operations.  

However, at the same time, cash flow attributable to the CCP and
Construction Materials segments has increased.  In the fiscal year
ended Sept. 30, 2006, these two segments generated EBITDA of
$182 million, representing 68% of Headwaters' EBITDA, up from
$156 million (53%) in fiscal 2005.  The EBITDA from these two
segments represents a total debt to EBITDA ratio of 3.8x and
covers interest expense approximately 4.6x.  These metrics may
slip in 2007, primarily due to weaker results for the Construction
Materials segment due to the soft residential housing market.
Nevertheless, Moody's believes that Headwaters will implement cost
controls in the Construction Materials segment and continue to
enjoy favorable market dynamics within the CCP segment.

Other critical factors underlying Moody's ratings relate to the
magnitude and timing of investments the company will make in the
non-Section 45K synfuels businesses in its Alternative Energy
segment, where it is moving to the commercialization of multiple
technologies.  The potential of several of these investments
should become clearer in 2007, particularly the Blue Flint Ethanol
joint venture, coal cleaning, and the HCAT technology for
catalytic hydrocracking of heavy oils.  While the ultimate
contribution of these and other development-stage businesses is
uncertain, Moody's believes that Headwaters will prudently manage
the costs and ramp-up of these investments.

In addition to these considerations, the upgrade to Headwaters'
senior secured credit facilities, to Ba2, reflects the reduced
proportion of secured debt in its capital structure following the
company's January 2007 issuance of $160 million of convertible
senior subordinated notes.  Net proceeds from the convertibles
were used to retire $145 million of first lien term debt, reducing
Headwaters' senior secured debt to $270.3 million.  Convertible
senior subordinated notes now total $332.5 million.  Using Moody's
loss-given-default methodology, the LGD for the senior secured
debt fell to 23% from 35% as a result of its enhanced position in
Headwaters' capital structure.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  For the
fiscal year ended Sept. 30, 2006, Headwaters had sales of
$1.12 billion.


INSITE VISION: Burr, Pilger & Mayer Raises Going Concern Doubt
--------------------------------------------------------------
Burr, Pilger & Mayer LLP expressed substantial doubt about InSite
Vision Inc.'s ability to continue as a going concern citing
InSite's recurring losses after auditing the company's annual
results for the years ended Dec. 31, 2006 and 2005.

For the year ended Dec. 31, 2006, the company had a net loss of
$16.61 million on $2,000 revenues, as compared with a net loss of
$15.21 million on $4,000 revenues for the prior year.

The company's Dec. 31, 2006, balance sheet showed total assets of
$2.43 million and total liabilities of $8.74 million, resulting to
total stockholders' deficit of $6.3 million.

The company's balance sheet as of Dec. 31, 2006, also showed
strained liquidity with total current assets of $1.87 million
available to pay total current liabilities of $8.69 million.

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

                       Licensing Agreements

On Feb. 15, 2007, the company entered into a worldwide, exclusive,
royalty-bearing licensing agreement with Pfizer, under Pfizer's
patent family titled "Method of Treating Eye Infections with
Azithromycin" for ocular anti-infective product candidates known
as AzaSite and AzaSite Plus.  Under the Pfizer License, the
company is required to pay Pfizer a single digit royalty based on
net sales of the licensed products and to use reasonable
commercial efforts to seek regulatory approval for and market
licensed products.  The company can grant sublicenses under the
Pfizer License, subject to Pfizer's prior approval.

On Feb. 15, 2007, InSite Vision entered into a license agreement
with Inspire, under which the company licensed to Inspire
exclusive development and commercialization rights, under the
company's AzaSite(TM) patent rights and certain know-how, for
topical anti-infective products containing azithromycin as the
sole active ingredient for human ocular or ophthalmic indications
in the Territory.  The Inspire License also provides for
nonexclusive licenses under the company's DuraSite(R) patent
rights, container patent rights, Columbia patent rights and
certain know-how in the same field of use as well as an exclusive
sublicense under the Pfizer patent rights that we have licensed
under the Pfizer License.

                       About InSite Vision

Headquartered in Alameda, California, InSite Vision, Inc. (AMEX:
ISV) -- http://www.insitevision.com/-- is an ophthalmic company  
focused on ocular infections, glaucoma and retinal diseases.  The
company's lead product is AzaSite, which targets infections of the
eye.  AzaSite contains the drug azithromycin, a broad-spectrum
antibiotic formulated with DuraSite(R), InSite Vision's patented
drug-delivery vehicle, which offers the benefit of a low-dosing
regimen, attractive to both the eye-care patient and physician.  
The company intends to seek to expand this "technology platform"
to include additional indications and product options for the
worldwide market.


KANSAS CITY MALL: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kansas City Mall Associates, Inc.
        420 Trousdale Place
        Beverly Hills, CA 90210

Bankruptcy Case No.: 07-20581

Type of Business: The Debtor owns and operates malls.

Chapter 11 Petition Date: March 22, 2007

Court: District of Kansas (Kansas City)

Debtor's Counsel: Carl R. Clark, Esq.
                  Lentz & Clark, P.A.
                  9260 Glenwood P.O. Box 12167
                  Overland Park, KS 66282-2167
                  Tel: (913) 648-0600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joseph and Jack Kashani          commissions due       $202,275
8121 Van Nuys Blvd., Suite 300   for teletech lease
Panorama City, CA 91402

                                 management fees       $826,580

                                 salary                $347,500

                                 commissions due       $319,898
                                 for U.S.D. 500
                                 lease

                                 loan payable           $42,547

Joseph Kashani                   loans payable to    $1,003,530
8121 Van Nuys Blvd., Suite 300   stockholders
Panorama City, CA 91402

The Vaught Group                                       $695,520
8040 Parallel Parkway, Suite 112
Kansas City, KS 66112

Oakdale Mall Associates          loan payable          $419,353
8121 Van Nuys Blvd., Suite 300
Panorama City, CA 91402

8121 Van Nuys Associates, Inc.   past due rent         $208,500

Hollis & Miller Architects       trade debt             $85,000

Holbrook & Osborn, P.A.          legal fees             $37,840

Fleishman Hillard, Inc.          legal fees             $11,080

Lazarian $ Maksoudian            trade debt             $10,960

McAnany, Van Cleave & Phillips   legal fees              $1,295


KEWANEE CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Kewanee Corporation
        3642 Burlington Avenue
        Kewanee, IL 61443

Bankruptcy Case No.: 07-80575

Type of Business: The Debtor is a supplier of hollow metal steel
                  doors and frames as well as basement window
                  products.  See http://www.kewaneecorp.com/

Chapter 11 Petition Date: March 22, 2007

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  Barash & Everett, L.L.C.
                  256 South Soangetaha Road, Suite 108
                  P.O. Box 1408
                  Galesburg, IL 61402
                  Tel: (309) 341-6010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


KNOLL INC: Earns $18 Million in Fourth Quarter Ended December 31
----------------------------------------------------------------
Knoll Inc. reported net income of $18 million for the fourth
quarter ended Dec. 31, 2006.  Net sales were $273 million for the
quarter, an increase of 23.1% from the fourth quarter of 2005.
Operating income was $35.6 million or 13% of sales, an increase of
40.2% from the fourth quarter of 2005.

For the full year, net sales were $982.2 million, an increase of
21.6% over net sales of $808 million for full year 2005.  
Operating income was $116.9 million or 11.9% of sales, an increase
of 26% over operating income of $92.8 million for full year 2005.  
Net income was $58.6 million, an increase of 63.2% over net income
of $35.9 million for full year 2005.

"2006 was a great year for Knoll," said Andrew Cogan, chief
executive officer.  "Not only did we expand our industry leading
operating margins and deliver very strong double digit growth in
sales, operating profit, net income and EPS, but we also continued
to build on the initiatives that have helped us generate above
industry growth the past 2 years.  In 2006, we were simultaneously
able to improve our leverage ratio, reduce our share count and
increase our dividend as we put our free cash flow and
strengthened balance sheet to work for the benefit of our
shareholders."

Net sales for the quarter were $273 million, an increase of
$51.2 million, or 23.1%, over fourth quarter 2005, with all
product lines experiencing double digit growth.

Backlog of unfilled orders at Dec. 31, 2006, was $167.7 million,
an increase of $20.4 million, or 13.8%, versus the prior year.

Gross profit for the fourth quarter 2006 was $89.1 million, an
increase of $14.8 million or 19.9%, over the same period in 2005.
Gross margin declined to 32.6% from 33.5% in the same quarter of
2005.  The decrease from the fourth quarter of 2005 largely
resulted from inflationary pressures on material, labor, and
transportation costs as well as the negative impact of the
strengthening Canadian dollar which has since weakened.  The
company was able to partially offset these costs through price
realization, continuous improvement and global sourcing
initiatives.

Operating expenses for the quarter were $53.5 million, or 19.6% of
sales, compared to $48.9 million, or 22% of sales, for the fourth
quarter of 2005.  The increase in operating expenses during the
fourth quarter of 2006 was due to higher sales compensation
related to the increased sales levels along with increased
incentive compensation due to the higher operating profits.

In spite of the inflationary pressures on gross margins, operating
income increased, as a percentage of sales, to 13% from 11.5% in
the same period in the prior year.

Net income for fourth quarter 2006 was $18 million, as compared to
$9.5 million for the same quarter in 2005.  Interest expense
increased $1.6 million due to increased average debt for the
quarter coupled with higher average interest rates.  Net income
for the fourth quarter of 2005 included $2.8 million of after-tax
costs related to putting the company's amended credit facility in
place and the writing-off of deferred financing fees related to
the old facility.

For the year, net sales totaled $982.2 million, an increase of
$174.2 million, or 21.6%, from 2005 net sales of $808 million.
Approximately $3.4 million of the increase was attributable to
additional revenues realized from price increases with the
remainder due to higher volume across all product lines.

Gross margins decreased to 32.5% in 2006 compared to 33.7% in
2005.  The appreciation of the Canadian dollar had the effect of
decreasing gross profit by approximately $7.1 million due to
higher product costs compared to 2005.  Higher material, labor,
and transportation costs also negatively impacted gross profit by
approximately $20.3 million.  The company was able to partially
offset these costs through price realization, continuous
improvement and global sourcing initiatives.

Operating expenses for 2006 were $202.1 million, or 20.6% of
sales, compared to $179.2 million, or 22.2% of sales, for 2005.
2006 operating expenses included approximately $1.5 million of
costs related to the company's secondary public offerings
completed in February and August 2006, additional costs incurred
in connection with its buyback of 3.9 million shares from Warburg
Pincus and additional bank and related fees due to the amendment
of the company's credit facility.  Operating expenses in 2006 also
increased as a result of higher selling expenses and sales and
incentive compensation directly attributable to the increased
sales dollars.

Even with these additional expenses related to the secondary
offerings, the buyback and debt amendment, the company was able to
increase operating margins 40 basis points from 11.5% in 2005 to
11.9% in 2006.   

The company generated 2006 net income of $58.6 million compared to
net income of $35.9 million in 2005.  2006 net income included
$1.4 million of after-tax costs related to the company's secondary
offerings; the Warburg Pincus share buyback, and the amendment of
the company's credit facility.  2005 net income included
$3.1 million of additional taxes due to the repatriation of
foreign earnings and $2.8 million of after-tax charges related to
putting the amended credit facility in place.  Other
income/expense in 2006 included an approximately $563 thousand
gain due to the foreign currency translation, a $703 thousand loss
on interest rate derivatives, and $881 thousand in other
miscellaneous income.  2005 other income/expense included an
approximately $2.3 million loss related to the foreign currency
translation, $295 thousand gain on interest rate derivatives and
$1.2 million in other miscellaneous income.

Annual cash generated from operations in 2006 was $77.5 million,
compared to $77.4 million the year before.  Capital expenditures
in 2006 totaled $13.4 million compared to $10.7 million for 2005.
Investing activities in 2006 also included $3.2 million paid for
intangibles related to the company's seating line.  In addition,
the company repurchased approximately 6 million shares of its
stock for $107.8 million during the year including 3.9 million
shares that were purchased from Warburg Pincus for approximately
$66 million.  The remaining shares were repurchased through a
combination of $50 million buyback program and the stock option
proceeds buyback program.  Also during the year the company had
net borrowings of $34.2 primarily to finance the purchase of
shares.  

Barry L. McCabe, chief financial officer said, "Our strong
operating performance in 2006 enhanced our ability to invest in
initiatives that drive top-line growth, improve margins, and
increase shareholder value.  In addition, we reduced our leverage
ratio and ended the year at 2.5 to 1 and still have $113 million
available to us under our revolving credit facility."

At Dec. 31, 2006, the company's balance sheet showed
$632.1 million in total assets, $627.7 million in total
liabilities, and $4.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c06

                         About Knoll Inc.

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
(NYSE: KNL) -- http://www.knoll.com/-- designs and manufactures  
branded office furniture products and textiles.  Products are sold
primarily in North America through a direct sales force of
approximately 300 professionals and a broad network of over 300
independent dealers.  The company operates four manufacturing
sites in North America: East Greenville, Pennsylvania; Grand
Rapids and Muskegon, Michigan; and Toronto, Ontario.  In addition,
it has plants in Foligno and Graffignana, Italy.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service assigned its B1 Corporate Family Rating
for Knoll Inc., and upgraded its Ba3 rating on the company's $200
million senior secured revolver and $250 million senior secured
term loan to Ba2.


LASALLE COMMERCIAL: Fitch Holds B- Rating on $1 Mil. Class M Cert.
------------------------------------------------------------------
Fitch Ratings affirms LaSalle Commercial Mortgage Securities Inc.
commercial mortgage pass-through certificates, series 2006-MF2:

   -- $414.1 million class A at 'AAA';
   -- $474.1 million interest-only class X at 'AAA';
   -- $8.7 million class B at 'AA';
   -- $12.5 million class C at 'A';
   -- $8.1 million class D at 'BBB+';
   -- $3.7 million class E at 'BBB';
   -- $5.0 million class F at 'BBB-';
   -- $5.6 million class G at 'BB+';
   -- $3.1 million class H at 'BB';
   -- $1.9 million class J at 'BB-';
   -- $1.2 million class K at 'B+';
   -- $1.9 million class L at 'B'; and
   -- $1.2 million class M at 'B-'.

Fitch does not rate the $6.9 million class N certificates.

The affirmations are the result of stable performance and minimal
paydown since issuance.  As of the February 2007 distribution
report, the transaction has been reduced 4.3% to $474.1 million
from $495.5 million at issuance.  Currently there are 14 loans in
special servicing.  Fitch expected losses will be absorbed by the
non-rated class N certificates.

The largest loan in special servicing (0.5%) is secured by a
multifamily property in Blaine, Minnesota and is 90 days
delinquent.  The special servicer is pursuing foreclosure.

The second largest specially serviced loan (0.5%) is secured by a
multifamily property in Lexington, Kentucky and is 90 days
delinquent.

The third largest specially serviced loan (0.4%) is secured by a
multifamily property in Temple, Texas.  The special servicer is
pursuing foreclosure.


MAJESCO ENT: Posts $926,000 Net Loss in Quarter Ended January 31
----------------------------------------------------------------
Majesco Entertainment Co. reported a net loss of $926,000 for the
first quarter ended Jan. 31, 2007, as compared with a net loss of
$2,587,000 for the first quarter ended Jan. 31, 2006.

The company had net revenues of $14. 49 million for the three
months ended Jan. 31, 2007, as compared with net revenues of
$21.63 million for the same period a year earlier.

Cost of sales for the first quarter in 2007 totaled $9.99 million,
consisting of $8.18 million in product costs and $1.81 million in
software development costs and license fees.  Cost of sales for
the first quarter in 2006 totaled $13.67 million, consisting of
$9.55 million in product costs and $4.12 million software
development costs and license fees.

As of Jan. 31, 2007, the company listed in its balance sheet total
assets of $12.54 million and total liabilities of $11.34 million,
resulting to total stockholders' equity of $1.2 million.  
Accumulated deficit as of Jan. 31, 2007, was $93.68 million.

Full-text copies of the company's report for the three months
ended Jan. 31, 2007, is available for free at:

               http://ResearchArchives.com/t/s?1c05

                  Settlement with Papaya Studio

On Jan. 29, 2007, the company entered into a settlement agreement
with regard to all claims relating to a $1.9 million breach of
contract litigation that Papaya Studio Corp. instituted against
the company with the Central District Court of California.  Under
the terms of the settlement agreement, the company agreed to pay
Papaya a total of $200,000 of cash in installments over a period
of 90 days.  In addition, as part of the settlement, the company
issued 238,562 shares of its common stock with a fair value of
$365,000 to Papaya's president and sole shareholder.  

                           Commitments

At Jan. 31, 2007, the company had open letters of credit
aggregating $900,000 under the company's purchase order assignment
arrangements for inventory to be delivered during the subsequent
quarter.

At Jan. 31, 2007, the company was committed under agreements with
certain developers for future milestone and license fee payments
aggregating $1.5 million, $1.4 million of which are payable
through Oct. 31, 2007.

                   Trinidad Capital's Complaints

On Oct. 10, 2006, Trinad Capital Master Fund, Ltd., a company
shareholder, filed a complaint against Majesco Entertainment and
several current and former directors and officers of the company
in the U.S. District Court for the District of New Jersey.  The
Complaint alleges three causes of action; among them is a common
law fraud claim against Morris Sutton, Jesse Sutton, Joseph Sutton
and Carl Yankowski.  Trinad seeks compensatory damages of no less
than $10 million.  This amount is sought with respect to each
claim.  In connection with the fraud claim, Trinad also seeks
$10 million in punitive damages.

On Nov. 2, 2006, Trinad Capital Master Fund, Ltd., filed a
complaint, purportedly on behalf of the company, against certain
current or former directors of the company in the U.S. District
Court for the District of New Jersey.  The complaint alleges that,
from late 2004 through the filing date, defendants breached their
fiduciary duties, which caused damage to the company.  The
complaint does not specify the amount of damages sought.

                    About Majesco Entertainment

Headquartered in Edison, NJ, Majesco Entertainment Co. (NASDAQ:
COOL) -- http://www.majescoentertainment.com/-- provides digital  
entertainment products and content, with a focus on publishing
video games for leading portable systems and the Wii(TM) console.  
Current product line highlights include Cooking Mama for the
Nintendo DS(TM), Bust-A-Move Bash! for the Wii(TM) console and
JAWS(TM) Unleashed, as well as digital entertainment products like
Strawberry Shortcake(TM) Dance Dance Revolution(R).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Goldstein Golub Kessler LLP in New York expressed substantial
doubt about Majesco Entertainment Co.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's net losses.


MIRANT CORP: Court Approves Mirant NY-Gen's Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved an Amended Disclosure Statement explaining Mirant NY-Gen
LLC's Amended Chapter 11 Plan of Reorganization on March 22, 2007.

Mirant NY-Gen filed the Amended Disclosure Statement and Plan on
March 21, 2007.

Judge Lynn held that the Amended Disclosure Statement contains
"adequate information" within the meaning of Section 1125 of the
Bankruptcy Code.

No objections to the Disclosure Statement were filed.

                    Additional Plan Provisions

The Amended Disclosure Statement and Plan disclose (i) risk
factors associated with the Plan, (ii) properties subject to
easements, and (iii) the estimation of an Unsecured Creditor
Amount.  The Amended Plan also incorporates details of the
auction of Mirant New York Inc.'s membership interest in Mirant
NY-Gen, and a provision for executory contracts and unexpired
leases.

The Amended Plan provides that there is a risk that actual
payments to certain Creditors under the Plan may be materially
less than 100%.

As previously reported, the Plan provides for payment in full on
all Class 4 -- General Unsecured Claims and Claims for
Administrative Expenses -- as well as for other Claims, except
affiliates unsecured claims and the DIP Secured Claim.

Mirant NY-Gen proposes to establish a Plan Carve-Out, which
consists of two funds -- the Unsecured Creditor Amount and the
Other Amount -- to pay all Claims, except Fee Claims and the DIP
Secured Claim.

At the Confirmation Hearing, the Court will determine whether the
Amended Plan is feasible to pay Claims as proposed by the Plan,
and in this regard, will determine the adequacy of the Plan
Carve-Out to satisfy Claims as proposed by the Plan.

The Amended Plan further proposes that the Plan Carve-Out will
not be increased after the Plan is confirmed.

Because the amount of certain Claims may be unknown as of the
date of the Confirmation Hearing, the Plan Carve-Out approved or
set by the Court may not contain sufficient funds to pay all
claims that ultimately become Allowed Claims.

In this event, the Amended Plan provides that Creditors will
receive a pro-rata share of their Allowed Claim, which would be
materially less than 100% of their Allowed Claims.

             Estimation of Unsecured Creditor Amount

The Amended Plan provides that the determination of the
sufficiency of the Unsecured Creditor Amount and the Other Amount
as currently proposed, or as set by the Court, and of the amount
needed to fund each category of the Other Amount by the Court
will be conclusive.  Neither Mirant NY-Gen, Mirant New York,
Mirant Americas, nor Alliance Energy will be liable for Allowed
Claims exceeding the amounts set for the Unsecured Creditor
Amount or any Other Amount category.

To the extent necessary to determine feasibility of the Plan and
the adequacy of a Plan carve-out to pay relevant claims, and to
determine other confirmation issues, the Amended Plan will
constitute Mirant NY-Gen's request to estimate Claims for all
relevant purposes pursuant to Section 502(c) of the Bankruptcy
Code.

Moreover, the Amended Plan provides that:

    * any monetary defaults -- the cure amount -- under each
      executory contract and unexpired lease to be assumed under
      the Plan will be an administrative expense and will be
      treated and satisfied pursuant to Section 365(b) of the
      Bankruptcy Code;

    * Mirant NY-Gen owns several properties subject to various
      easements, licenses, and preservation Zones:

      (1) Swinging Bridge Hydroelectric Power Station:

          * Cliff Lake in New York;
          * Toronto in New York; and
          * Swinging Bridge in New York,

      (2) Mongaup Hydroelectric Power Station,

      (3) Rio Hydroelectric Power Station,

      (4) Hillburn Gas Turbine Power Station,

      (5) Shoemaker Gas Turbine Power Station; and

    * pursuant to a sales procedure order, Mirant New York
      conducted the Membership Interest Auction on March 5, 2007,
      wherein Alliance Energy Renewables, LLC, was entitled to
      credit bid for $250,000 towards the purchase price.
      Consequently, Alliance Energy's bid for $5,100,000 was
      determined to be the prevailing bid, and Judge Gropper
      approved the Membership Interest Sale on March 13, 2007.

A full-text copy of Mirant NY-Gen's Amended Disclosure Statement
is available for free at:

    
http://bankrupt.com/misc/MirantNYGenAmendedDisclosureStatement.pdf

A full-text copy of Mirant NY-Gen's Amended Plan is available for
free at:

               http://ResearchArchives.com/t/s?1c17

                          About Mirant Corp.

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


MIRANT CORP: NY-Gen's Plan Confirmation Hearing Slated on April 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing to consider confirmation of Mirant NY-Gen LLC's
Amended Plan on April 25, 2007, at 1:30 p.m., Prevailing Central
Time.  Objections to the Plan are due April 18, at 4:00 p.m.

The Court also sets April 18, 2007, as the voting deadline.  
Ballots to accept or reject the Plan must be received by Forshey
& Prostok LLP, Mirant NY-Gen's tabulation agent, on the Voting
Deadline, no later than 4:00 p.m., Prevailing Central Time.
Ballots not received by the Voting Deadline will not be
counted, except upon further Court order.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces    
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant Bowline,
LLC, Mirant Lovett, LLC, Mirant New York, Inc., and Hudson Valley
Gas Corporation, were not included and have yet to submit their
plans of reorganization.  (Mirant Bankruptcy News, Issue No. 119;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


MORTGAGE LENDERS: Court OKs Employee Payment Under Incentive Plan
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorizes Mortgage Lenders Network USA Inc.
to pay Eligible Employees under its Incentive Plan.

Judge Walsh has determined that:

   (1) The Incentive Plan is designed to appropriately
       incentivize the MLN Sale and Transfer Employees to
       complete the performance of the loan sale and servicing
       transfer goals established by the Incentive Plan;

   (2) The Debtor has demonstrated a compelling and sound
       business justification for authorizing the Incentive Plan,
       and the terms of the plan are fair and reasonable under
       the circumstances and provide a substantial benefit to the
       estate; and

   (3) The Incentive Plan is a performance based plan that is not
       subject to Section 503(c).

Judge Walsh rules that the Platform Sale Incentive Payments are
modified so that:

   (a) if a sale of the Loan Servicing Platform occurs, the
       eligible Loan Servicing Employees shall collectively be
       entitled to receive a minimum payment of $15,000, provided
       that the Loan Servicing Platform sale generates sufficient
       process to provide for the Minimum Payment; and

   (b) if the sale of the Loan Servicing Platform generates
       proceeds in excess of $15,000, the eligible Loan Servicing
       Employees will be collectively entitled to receive the
       greater of the Minimum Payment or 10% of the Platform sale
       proceeds, up to a maximum of $45,0000.

Judge Walsh notes that the Senior Eligible Employees will not be
entitled to receive their payments under the Incentive Plan until
the goals of the Plan are satisfied and each of them have
completed all their respective requirements to the satisfaction
of the Debtor and the Committee.

In the event that any MLN Sale and Transfer Employee terminates
his or her employment with the Debtor prior to the completion of
his her obligations, the Debtor may reallocate the incentive
bonus to any remaining employees who are tasked with completing
the work.

All MLN Sale and Transfer Employees, as a condition of receiving
their bonus under the Incentive Plan, waive their claims against
the Debtor under the Worker Adjustment and Retaining notification
Act or any other employment agreement.  

The Senior Eligible Employees to cooperate fully with the
Debtor's and Committee's professionals in the course of their on-
going diligence for a period of not less than six months after
their termination.

                             Comments

A. U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
didn't object to the Debtors' request if the proposed incentive
plan provided only for non-insiders and set forth clearly defined
performance benchmarks for the participating employees.

As previously reported, the Debtor proposes to pay eligible
employees incentive payments totaling $500,000.  It also requests
to pay additional $45,000 of "Platform Sale Incentive Payments"
to three loan-servicing employees.

Mark S. Kenney, Esq., trial attorney at the Office of the U.S.
Trustee, notes that while the Debtor claimed that the
overwhelming majority of eligible employees are rank-and-file
employees that provide the necessary services with respect to the
Serviced Loans, the Debtor does not identify the employees nor
state the amounts of the proposed payments.

Without full disclosure of how much will be distributed to whom
under the plan, neither the U.S. Trustee, the Court nor the
Official Committee of Unsecured Creditors will be able to make an
informed assessment of whether the proposed incentive payments
and the distribution formula for them are justified by the facts
and circumstances of this case, Mr. Kenney asserts.

Mr. Kenney adds that contrary to the Debtor's contentions, the
six senior officers identified among the Eligible Employees are
insiders:

    -- William Rehm, Senior Vice President Risk Management;

    -- Michael Simeone, Senior Vice President Chief Technology
       Officer;

    -- John DiLoreto, Vice President Controller; David Mills,
       Vice President, Secondary Marketing;

    -- Sandra Jarish, Vice President Servicing; and

    -- Christopher Warner, Operations Vice President/Collections.

Moreover, Mr. Kenney says, the Debtor has not demonstrated that
the "incentive" payments it proposes are appropriate under
Bankruptcy Code Section 503(c) of the Bankruptcy Code.  The
proposed payments bear the indicia of retention payments, which
are barred by Section 503(c)(1) unless very specific criteria are
met.  He notes that the Debtor's request fails to provide
adequate information to evaluate the proposed payments and the
individual employees must do to earn them:

   (a) The Motion does not indicate whether eligible employees
       will be required to meet individual performance objectives
       to be eligible for incentives payments or will instead be
       evaluated on the basis of the Debtor achieving certain
       goals;

   (b) The Motion does not indicated whether eligible employees
       will be evaluated solely on group or Debtor performance
       without regard to their individual contribution to the
       achievement of Debtor's goals;

   (c) If eligible employees are required to meet individual
       performance objectives, the Motion does not disclose how
       each employee's performance objectives were established
       and how performance will be evaluated;

   (d) If eligible employees are required to meet individual
       performance objectives, the Motion does not disclose where
       each member will be required to perform at an objectively
       measurable higher level than in the past in order to
       receive an incentive payment; and

   (e) The Motion does not indicate whether eligible employees
       will be required to stretch to achieve their performance
       objectives or whether the objectives are instead set at
       such a low level that payment is virtually guaranteed.

The proposed incentive payments, like break-up fees, are
administrative expenses and their allowability must be determined
under general administrative expense jurisprudence rather than
the more lenient business judgment rule, Mr. Kenney asserts.

The U.S. Trustee leaves the Debtor to its burdens and reserves
and any all rights, remedies and obligations to, inter alia,
complement, supplement, augment, alter or modify its Objection
and to conduct any and all discovery as may be deemed necessary
or as may be required and to assert such other grounds as may
become apparent upon further factual discovery.

B. Creditors Committee

The Committee of Unsecured Creditors had asked the Court to deny
the Debtor's request unless and until the proposed incentive plan
is amended:

   (i) The Platform Sale Incentive Payments is restructured so
       that the eligible Loan Servicing Employees partaking in
       the payments receive a percentage of the proceeds of the
       sale of the Loan Servicing Platform subject to a $45,000
       cap;

  (ii) Due to the uncertainty and unpredictability of the wind-
       down process, the Debtor should have the unilateral right
       and discretion to (i) extend the end date for its Loan
       Servicing Employees by a period of 15 days; and (ii)
       extend the end date for its Senior Eligible Employees for
       60 days.

(iii) The incentive payments in the aggregate should not be
       viewed or treated as a pool from which amounts can be
       redistributed to other eligible employees in the event
       that employees expected to receive an incentive payment
       terminate their employment with the Debtor prior to
       becoming eligible to receive such payments.

  (iv) Incentive payments to Corporate Employees that are also
       Senior Eligible should be contingent upon:

        (1) the senior eligible employees stay through the end
            date,

        (2) the employees cooperate fully with the Debtor's and
            Committee's professionals in the course of their on-
            going diligence,

        (3) closing of the sale of the Debtor's unencumbered
            mortgage loans,

        (4) closing of the sale of the real property owned by the
            Debtor;

        (5) closing of the sale of the Debtor's interest in a
            certain plane lease;

        (6) completion of the Debtor's 2006 tax return;

        (7) completion of an audit of the Debtor's benefit plan;
  
        (8) completion of the transfer to an estate  fiduciary of
            files, data and other information; and

        (9) other wind-down tasks as they become identified.

                      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).


MSGI SECURITY: Dec. 31 Balance Sheet Upside-Down by $5.6 Million
----------------------------------------------------------------
MSGI Security Solutions, Inc. reported financial results for the
quarter and six months ended Dec. 31, 2006, with total
stockholders' deficit of $5,637,181, resulting from total assets
of $3,328,154 and total liabilities of $8,965,335.

The company suffered strained liquidity as of Dec. 31, 2006, with
$1,039,200 in total current assets available to pay $8,965,335 in
total current liabilities coming due within the next 12 months.

The company posted an accumulated deficit of $246,066,320 as of
Dec. 31, 2006.

For the three months ended Dec. 31, 2006, reported a net loss of
$1,264,916, as compared with a net loss of $2,260,629 for the same
period a year ago.  Total revenues for the three months ended
Dec. 31, 2006, were $77,895, as compared with total revenues for
the three months ended Dec. 31, 2005, of $10,000.

For the six months ended Dec. 31, 2006, the company reported a net
loss of $2,644,777, as compared with a net loss for the six months
ended Dec. 31, 2005, of $4,365,242.  Total revenues for the six
months ended Dec. 31, 2006, were $77,895, as compared with total
revenues for the six months ended Dec. 31, 2005, of $126,830.

Full-text copies of the company's quarter report for the three
months ended Dec. 31, 2006 are available for free at:

               http://ResearchArchives.com/t/s?1c0e

                     Agreements with Hyundai

On Sept. 11, 2006, the company entered into a License Agreement
with Hyundai Syscomm Corp. whereby, in consideration of a one-time
$500,000 fee, of which $300,000 was received in October 2006, MSGI
granted to Hyundai a non-exclusive worldwide perpetual unlimited
source, development and support license, for the use of the
technology developed and owned by MSGI's majority-owned
subsidiary, Innalogic, LLC.   

On Oct. 19, 2006, the company entered into a Subscription
Agreement with Hyundai for the issuance of 900,000 shares of the
Company's common stock.  

On Oct. 25, 2006, the company entered into a Sub-Contracting
Agreement with Hyundai.  On Feb. 7, 2007, it issued to Hyundai a
warrant to purchase a maximum of 24,000,000 shares of common stock
in exchange for a maximum of $80,000,000 in revenue, which is to
be realized by the company over a maximum period of four years.

                           Other Events

During the quarter ended Dec. 31, 2006, the company received
funding, in the amount of about $217,000 from a certain New York
based homeland security firm as an advance in contemplation of a
further strategic transaction between the two parties.  This
certain firm also paid directly, in support of the company's
subsidiary, Innalogic LLC, certain operating expenses in the
amount of about $235,000.  During the quarter ended Dec. 31, 2006,
the company repaid to the security firm $200,000 of the $235,000
advanced on the company's behalf during the quarter.  The net of
these transactions brought the aggregate total received from this
firm to about $722,000 as of Dec. 31, 2006.  The advances bear
interest at a rate of 8% and interest expense was $14,928 and
$22,071 for the three and six months ended Dec. 31, 2006.  There
can be no assurances that a strategic transaction with such entity
can or will be completed.

On Dec. 13, 2006, the company pursuant to a Securities Purchase
Agreement between the company and several institutional investors
issued $2,000,000 aggregate principal amount of callable secured
convertible notes and stock purchase warrants exercisable for
3,000,000 shares of common stock in a private placement for an
aggregate offering price of $2,000,000.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security  
products and services to commercial and governmental organizations
worldwide, including the U.S. Department of Homeland Security,
with a focus on cutting-edge encryption technologies for
surveillance, intelligence monitoring, and data protection.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 4, 2007,
Amper, Politziner & Mattia PC expressed substantial doubt about
MSGI Security Solutions Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended June 30, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations, negative cash
flows from operations, and significant deficit in working capital.


NEAH POWER: Peterson Sullivan PLLC Raises Going Concern Doubt
-------------------------------------------------------------
Peterson Sullivan PLLC expressed substantial doubt about the
ability of Neah Power Systems Inc. to continue as a going concern
citing the company's recurring losses from operations after
auditing the company's financial results as of Dec. 31, 2006 and
2005.

For the year ended Dec. 31, 2006, the company reported zero
revenues and a net loss of $8,033,128, as compared with revenues
of $780,000 and a net loss of $3,984,747 for the year ended Dec.
31, 2005.  Revenues in 2005 were mainly from grant programs, which
terminated in October 2005.

As of Dec. 31, 2006, the company had total assets of $1,597,369
and total liabilities of $3,726,480, resulting to total
stockholders' deficit of $2,129,111.

Accumulated deficit as of Dec. 31, 2006, was $29,627,947, as
compared with accumulated deficit as of Dec. 31, 2005, of
$21,594,819.

                  Liquidity and Capital Resources

Existing investors loaned the company a total of $415,000 in
November 2006 on a term loan basis bearing interest at 10% per
annum and with additional consideration in the form of warrants
contributed by the company's largest stockholder.  The loans are
due May 26, 2007.

The company also raised $1,550,000 of gross proceeds in a Private
Placement consummated on Dec. 27, 2006.  The Dec. 27, 2006
investors also received 500,000 shares of the company's common
stock as additional consideration and their Notes are
collateralized by all assets of the company and are payable on the
first to occur of a financing of more than $2,000,000 or May 26,
2007.  Palladium Capital Advisors, LLC, the distributor, received
a 5-year warrant to purchase 81,579 shares of the company's common
stock at $1.33 per share.  The warrant was valued at $101,467,
which was recorded as additional interest.

The company is also finalizing negotiations with the Department of
Defense and the Office of Naval Research for an R&D contract
pursuant to a Congressional Appropriation of up to $1.75 million,
primarily for expense reimbursement, over about a 12-month time
frame that would start in the spring of 2007 subject to execution
of an agreed contract.  An additional Congressional Appropriation
of up to $1.35 million was approved in 2006 and contract
negotiations will begin shortly to finalize the related contract.

The company's current operating expenses, net of non-cash charges,
were about $450,000 per month and as of Dec. 31, 2006, it had cash
balances of $1,141,905.  The company said the cash balances amount
is not sufficient to support the current level of operations for
the next 12 months and it will be necessary to obtain substantial
additional financing.  It is seeking further immediate financing
of $500,000 on a term loan basis and following that intend to
raise $10,000,000 through the sale of shares of the company's
common stock pursuant to a public offering.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c0d

                         About Neah Power

Neah Power Systems, Inc., (OTC BB: NPWS) located in Bothell, WA,
-- http://www.neahpower.com/-- develops miniature fuel cells that  
are used as power sources in laptop computers, cell phones,
personal digital assistants, and other portable electronic
devices.  Through its wholly owned subsidiary, Neah Power
Washington, the company developed a direct methanol micro fuel
cell that can serve as a replacement for batteries in a variety of
mobile products.  


NEIMAN MARCUS: Good Performance Cues S&P's Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings, including
its 'B+' corporate credit rating, for Dallas-based Neiman Marcus
Group Inc. on CreditWatch with positive implications.  This action
reflects the steady improvement in credit measures for this
upscale department store company, following its highly leveraged
$5.1 billion buyout by Texas Pacific Group and Warburg Pincus in
2005.

"Helped by a generally good retail environment," said
Standard & Poor's credit analyst Gerald A. Hirschberg, "the
company's specialty department stores and direct-to-consumer
businesses have thrived."

Another reflection of the company's success has been its ability
to amend its credit facility with two quarter-point reductions in
the interest rate.  Standard & Poor's expects to meet with
management to clarify operating and financial strategies before
reviewing the ratings for an upgrade.


NESCO INDUSTRIES: Jan. 31 Balance Sheet Upside-Down by $11.6 Mil.
-----------------------------------------------------------------
Nesco Industries, Inc. reported results for the three months and
nine months ended Jan. 31, 2007.  As of Jan. 31, 2007, the
company's balance sheet showed total assets of $1,470,000 and
total liabilities of $13,101,000, resulting to total stockholders'
deficit of $11,631,000.  

The company's January 31 balance sheet also showed strained
liquidity with total current assets of $438,000 available to pay
total current liabilities of $2,901,000.

The company had an accumulated deficit of $26,157,000 as of
Jan. 31, 2007.

For the three months ended Jan. 31, 2007, the company had a net
loss of $772,000 on revenues of $472,000, as compared with a net
loss of $905,000 on revenues of $190,000.

For the nine months ended Jan. 31, 2007, the company had a net
loss of $2,476,000 on revenues of $1,367,000, as compared with a
net loss of $3,574,000 on revenues of $823,000.

Full-text copies of the company's report for the three months
ended Jan. 31, 2007, are available for free at:

               http://ResearchArchives.com/t/s?1c08

                     Secured Convertible Notes

On Feb. 15, 2007, the company issued about $4,456,000 of new
senior secured convertible notes payable in exchange for gross
proceeds of about $4,150,000 and was successful in restructuring
about $9,959,000 of short-term obligations, including all of its
overdue debt.  The short-term obligations and overdue debt were
settled by the payment of about $2,150,000 in cash, promises to
pay an additional about $321,000 in cash over time and committing
to issue about 1,073,440,000 shares of common stock and warrants
to purchase about 397,030,000 shares of common stock.  The new
senior secured convertible notes bear interest at nine percent per
annum and are convertible into 960,000,000 shares of common stock
of the company and were issued with warrants to purchase
480,000,000 shares of common stock at $0.00464 until Feb. 15,
2012, and contain customary registration and anti-dilution rights.

                     Settlement with Strategic

On Oct. 27, 2006, Strategic Corporate Initiatives, Ltd. filed a
complaint against the company in the Supreme Court of Nassau
County alleging nonpayment of $116,400 of consulting fees alleged
to be due.  On Jan. 25, 2007, this litigation was settled in
exchange for the issuance of 1,500,000 shares of common stock and
the payment, in February 2007, of $16,200.

                      About Nesco Industries

Headquartered in New York, Nesco Industries, Inc. (OTCBB: NESK)
manufactures, markets, sells and distributes aqueous polymer-based
radiation ionized gels used in various medical and cosmetic
consumer products.


NETWORK SOLUTIONS: S&P Places Corporate Credit Rating at B
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Herndon, Virginia-based Network Solutions LLC.
The outlook is stable.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Network Solutions' proposed $365 million
secured first-lien credit facilities and $85 million second-lien
term loan due 2014.  The first-lien facilities were rated 'B', at
the same level as the company's corporate credit rating, with a
recovery rating of '2' indicating an expectation of substantial
(80%-100%) recovery of principal in the event of a payment
default.  

The second-lien term loan was rated 'CCC+', two notches below the
corporate credit rating, and assigned a '5' recovery rating,
indicating an expectation negligible (0%-25%) recovery of
principal in the event of a payment default.  Proceeds from the
transaction will be used to finance the acquisition of Networks
Solutions by General Atlantic LLC.

"The ratings reflect the highly competitive web services market,
revenue concentration in domain name registration, and high
financial risks," said Standard & Poor's credit analyst Andy Liu.

These risks are only partially offset by the company's well-known
brand and increased revenue diversity from non-domain web
products.

Network Solutions is a web-based service provider focusing on
helping small- and medium-sized businesses to establish, design,
maintain, promote, and optimize their online presence.


NEW CENTURY: Inks Consent Agreement with Maine Credit Regulators
----------------------------------------------------------------
New Century Financial Corporation reported that on March 20, 2007,
certain of its subsidiaries entered into a consent agreement with
the State of Maine's Office of Consumer Credit Regulation.

The company had previously received cease and desist orders from
several states and entered into consent agreements with several
states.

Consistent with the Previous Orders and Consent Agreements, the
March 20 Consent Agreement contains allegations that certain of
the company's subsidiaries have engaged in violations of state
law, including, among others, failure to fund mortgage loans after
closing.  Consistent with the Previous Orders and Consent
Agreements, the March 20 Consent Agreement seeks to restrain the
company's subsidiaries from taking certain actions, including,
among others, engaging in alleged violations of state law and
taking new applications for mortgage loans in the relevant
jurisdiction.  The March 20 Consent Agreement also seeks to cause
the subsidiaries to affirmatively take certain actions, including
the creation of escrow accounts to hold fees relating to pending
mortgage applications, the transfer to other lenders of the
outstanding mortgage applications and unfunded mortgage loans held
by the subsidiaries, and the provision of regular information to
the state regulators regarding the subsidiaries' activities in the
applicable state, including the status of all outstanding mortgage
applications and unfunded mortgage loans in that state.

The company anticipates that cease and desist orders will continue
to be received by the company and its subsidiaries from additional
states in the future and that the company and its subsidiaries may
enter into additional consent agreements similar to the consent
agreements already entered into by the company.  The company does
not undertake, and expressly disclaims, any obligation to update
this disclosure for any such additional cease and desist orders or
consent agreements or for any developments with respect to the
March 20 Consent Agreement.

The company intends to continue to cooperate with its regulators
in order to mitigate the impact on consumers resulting from the
company's funding constraints.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NEW CENTURY: Provides Update on Status of Barclay Agreement
-----------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that as of
March 22, 2007, it was still in the process of satisfying the
preconditions under a letter agreement with Barclays Bank PLC.

As reported in the Troubled Company Reporter on March 15, 2007,
the company disclosed that Barclay terminated its master
repurchase agreement dated March 31, 2006, as amended, with the
company, certain of its subsidiaries, and Sheffield Receivables
Corporation.

The company also disclosed that it had received notices from
Barclays, alleging certain Events of Default and purported to
accelerate to March 14, 2007 the obligation of the company's
subsidiaries to repurchase all outstanding mortgage loans financed
under the Barclays Agreement and to terminate the Barclays
Agreement as of that same date.  The company had estimated that
the aggregate repurchase obligation, the outstanding mortgage
loans financed, of its subsidiaries under the Barclays Agreement
was approximately $900 Million as of March 12, 2007.

                     Barclays Agreement

On March 16, 2007, the parties to the Barclays Agreement entered
into a letter agreement pursuant to which Barclays and Sheffield
Receivables Corporation agreed to release the company and its
subsidiaries from its aggregate repurchase obligation under the
Barclays Agreement and the company and its subsidiaries agreed to
release their rights to outstanding mortgage loans that had been
financed under the Barclays Agreement.

The effectiveness of the releases in the Barclays Letter Agreement
is subject to the satisfaction of certain preconditions, including
that:

    * the company and its subsidiaries shall have made certain
      payments to Barclays, including forwarding to Barclays all
      amounts received by the company and its subsidiaries after
      March 1, 2007 with respect to the mortgage loans under the
      Barclays Agreement, and

    * the company and its subsidiaries shall have taken certain
      actions to facilitate the transfer of the servicing function
      with respect to the mortgage loans under the Barclays
      Agreement to a third party appointed by Barclays.

The Barclays Letter Agreement provides that the outstanding
mortgage loans financed under the Barclays Agreement are being
transferred to Barclays "as is", without any representations or
warranties by the company or its subsidiaries, and without any
holdback by Barclays.  The company and its subsidiaries have
agreed, however, that if they enter into a settlement or release
with any of the company's other lenders and any such release
contains materially more favorable terms for the benefit of any
such lender than those in the Barclays Letter Agreement, then
Barclays will be entitled to such more favorable terms.  For
purposes of this provision, the Barclays Letter Agreement provides
that a release with another lender will not be deemed to have
terms that are materially more favorable to that lender from an
economic standpoint if the terms of such release do not provide
for more to such lender than the amount of the outstanding
mortgage loans financed by such lender, plus accrued price
differential or interest and the transmittal of the principal
portion of any loan payments received.

The continuing effectiveness of the release by Barclays under the
Barclays Letter Agreement is subject to the company's compliance
with this provision.  Upon the effectiveness of the releases
contemplated by the Barclays Letter Agreement, the aggregate
repurchase obligation (the outstanding mortgage loans financed) of
the company under its credit facilities will be reduced by
approximately $900 million and the company will have realized a
loss from this transaction of approximately $46 million.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NORTEL NETWORKS: Moody's Rates Proposed $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 it 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.


NORTHWEST AIRLINES: Judge Gropper Refuses to Rule on Examiner Plea
------------------------------------------------------------------
The Hon. Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York declined to rule on the request
filed by the Ad Hoc Committee of Equity Security Holders to
appoint an examiner in Northwest Airlines Corp. and its debtor-
affiliates' Chapter 11 cases, The Associated Press reports.

According to the AP, Judge Gropper said he would issue his ruling
on the Examiner Motion once the "record was clear" on the dispute
over his decision requiring the Ad Hoc Committee to file an
amended statement pursuant to Rule 2019(a) of the Federal Rules
of Bankruptcy Procedure.

               Examiner Appointment is Inappropriate

The Debtors and the Official Committee of Unsecured Creditors
oppose the Ad Hoc Equity Committee's request to appoint an
Examiner.  Both parties ask the Court to deny the request.

Counsel for the Debtors, Bruce R. Zirinsky, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, argues that the Ad Hoc
Committee's request is based on an entirely "baseless" allegation
that Northwest has "parked" an agreement to merge with Delta
Airlines.

Mr. Zirinsky contends the request is nothing more than a
transparent attempt to circumvent the Court's decision to quash
discovery related to potential merger activity.  He adds that the
examination demanded by the Ad Hoc Committee is inappropriate,
late, and is in bad faith.

The Debtors further assert that the Court should not entertain
the Ad Hoc Committee's request unless and until the required
statement pursuant to Rule 2019 is filed.

Rule 2019 expressly provides that if the Court determines that a
committee has failed to comply with the disclosures required by
the rule, the Court may refuse to permit that committee to be
heard further, or to intervene in the case, Mr. Zirinsky
contendfs.

The Creditors Committee, on the other hand, points out that the
Ad Hoc Committee's numerous attempts to recover information from
the Debtors, the Creditors Committee, and third parties on the
alleged merger or sale "have proven fruitless and have involved
the expenditure of hundreds of thousands of dollars of estate
funds to address speculative and overly broad document requests
and subpoenas."

The Creditors Committee believes that the Court should find that
the Ad Hoc Equity Committee has waived its rights to seek an
Examiner under Section 1104(c)(2) of the Bankruptcy Code, and
that the proposed examination will interfere with the Debtors'
pending confirmation process.

The Creditors Committee notes that if the Court decides to grant
the Ad Hoc Equity Committee's request, the Ad Hoc Committee must
be directed to:

    * narrowly define the scope of the examination to avoid
      excessive costs and delay;

    * require that the examination be completed reasonably in
      advance of the hearing on the Disclosure Statement so as to
      avoid further delay to the Debtors' reorganization efforts;
      and

    * preserve the estates' assets by capping the examiner's fees
      and expenses.

             U.S. Trustee Sides with Ad Hoc Committee

Diana G. Adams, acting U.S. Trustee for Region 2, asserts that
the appointment of an examiner is warranted.

Ms. Adams notes that Section 1104(c)(2) requires the mandatory
appointment of an examiner, upon the request of a party-in-
interest or the U.S. Trustee, provided a debtor's unsecured
debts, other than debts for goods, services, or taxes, or owing
to an insider, exceeds $5,000,000.

Brian S. Masumoto, trial attorney for the U.S. Trustee, says that
an Examiner must be appointed to investigate and report on:

    * whether the Debtors have explored all available options to
      maximize the value of their estates;

    * the Debtors' and the Creditors Committee's merger and
      acquisition activity, negotiations or discussions with other
      airlines, or the creditors and shareholders of other
      airlines; and

    * whether the Debtors have any plans, agreement, or
      understandings, tacit or otherwise, to consummate a valuable
      transaction after confirmation of their Plan of
      Reorganization and whether the Debtors are "parking" third-
      party interest in their business.

Owl Creek Asset Management, LP, a member of the Ad Hoc Committee
of Equity Security Holders, also believes an examiner must be
appointed.

               Ad Hoc Committee Addresses Objections

David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, says that neither the Debtors nor the Creditors
Committee dispute that the Examiner Motion satisfies all of the
predicates in Section 1104(c)(2) for mandatory examiner
appointment, and that Section 1104(c)(2) permits the scope of the
proposed investigation.

The Objectors complain that the Motion is untimely and barred by
laches, but the statute requires examiner appointment at any time
before confirmation of a plan, Mr. Rosner asserts. "No plan has
been confirmed in these cases," he points out.

The Debtors also promised, with the Court's imprimatur, to
disclose all material facts in their disclosure statement.
However, none was disclosed on February 15, 2007, Mr. Rosner
says.

Mr. Rosner tells the Court that the Proposed Investigation
concerns whether there has been fraud, dishonesty, incompetence,
misconduct, mismanagement, or irregularity in the management of
the affairs of the Debtors.  He adds that the Examiner will not
create a valuation because valuation will be addressed if the
Plan goes forward.

Mr. Rosner assures the Court that the cost of the Proposed
Investigation will be minimal.  The Debtors' financial advisor
argues that the Debtors are worth over $14,000,000,000 --
although the Ad Hoc Committee submits that it is much more -- so
the cost of the investigation will not impact any party's
recoveries in the Chapter 11 cases, he says.

Moreover, the results of the investigation may directly impact
recoveries because if the Debtors have engaged in any actionable
misconduct, the estates will profit from the claims, Mr. Rosner
says.  The revelation of avoided value-maximizing opportunities,
including a potential merger or sale, may also increase
recoveries.

                    Request to Appoint Examiner

The members of the Ad Hoc Committee of Equity Security Holders
asked for the appointment of an examiner asserting that before the
approval of any plan in the Debtors' bankruptcy cases, the Court
must appoint an Examiner pursuant to Section 1104(c) of the
Bankruptcy Code to investigate and report on:

    (a) whether the Debtors have explored all available options to
        maximize the value of their estates;

    (b) the Debtors' and the Creditors Committee's merger and
        acquisition activity, negotiations or discussions with
        other airlines -- or the creditors and shareholders of
        other airlines; and

    (c) whether the Debtors have any plans, agreements, or
        understandings, tacit or otherwise, to consummate a
        valuable transaction after confirmation, or whether the
        Debtors are "parking" third-party interest in their
        businesses.

David S. Rosner, Esq., at Kasowitz, Benson, Torres and Friedman,
LLP, in New York, reminds the Court that the Bankruptcy Code
requires appointment of an Examiner upon request of a party-in-
interest.

In the Debtors' case, Mr. Rosner says, the Court must appoint an
examiner, not only because it is mandated by statute, but
also because preserving the integrity of the Chapter 11 process
requires it.

Mr. Rosner notes that there are indications of both the
likelihood and the value of a post-confirmation merger or sale.
The indications include:

    * The Debtors have never attempted any sales process or other
      effort to determine Northwest's fair market value.  Even
      with the Debtors' proposed rights offering, the Debtors have
      refused to establish a data room or to provide the Ad Hoc
      Committee with due diligence.

    * The Debtors' chief executive officer, Doug Steenland, told
      the press in late January that the Debtors have no intent to
      merge with another carrier "this year" but that he does see
      industry consolidation "over time."

    * Days after Mr. Steenland told the press that "[t]he odds
      [of a hostile takeover] are very small, the Debtors modified
      their Plan to adopt "poison pill" and other anti-takeover
      provisions in corporate charter documents to ensure board
      and management control -- and compensation -- over the
      merger process.

    * According to press reports, representatives of Delta Air
      Lines had "recurring" meetings with Northwest
      representatives as the alternative to a Delta/US Airways
      merger.

    * Unlike a Delta/US Airways merger, which has significant
      route overlap, a Delta/Northwest merger is an "end to end"
      complementary combination, likely to gain regulatory
      approval, and largely accretive to those holding the equity
      when the merger occurs.

    * The Debtors hired Evercore Group L.L.C., a financial advisor
      whose mandate was to "focus" on broad strategic alternatives
      in the airline industry.  Yet, the Debtors set Evercore's
      compensation as a flat fee structure, not market pricing
      designed to incentivize Evercore actually to find and to
      consummate a value-maximizing transaction.  The Debtors do
      not even mention Evercore's name, let alone its "broad
      strategic alternative" work or the results of that work, in
      their Disclosure Statement.

    * The Debtors hired Elmendorf Strategies, LLC to perform
      government and lobbying services.  The Ad Hoc Committee
      believes that these lobbying activities include antitrust
      lobbying and have asked the Debtors for information on
      Elmendorf's undisclosed lobbying activities.  The Debtors
      have not answered.

    * Sophisticated claims traders like hedge funds and financial
      institutions are actively and simultaneously accumulating
      claims in both the Debtors' case and the Delta bankruptcy
      case -- to be exchanged for post-confirmation equity.
      The Debtors' bond prices traded up after disclosure of a
      plan that proposes only a 74% recovery to unsecured
      creditors, and nothing to equity.  No sophisticated trader
      buys debt at 90+% with the expectation of getting paid only
      74%.

    * Several analysts have published reports reflecting that the
      airline industry will consolidate and in fact needs to
      consolidate to remain viable.

    * The Debtors -- and Delta Air Lines -- vigorously opposed the
      Ad Hoc Committee's efforts to obtain discovery about
      negotiations or discussions concerning potential merger and
      sale transactions; if no communications occurred, the
      Debtors and Delta could have said so.  They never did.

    * The Debtors' Plan shifts huge value to management in the
      form of equity that will benefit from later merger activity
      through a $129 million claim -- worth between $85 million to
      $107 million on the Debtors' lowball valuation and likely
      more than $150 million on an actual market valuation -- and
      through a "terms undisclosed" management equity plan.
      Though the Debtors disclose absolutely nothing, not even the
      amount of equity that management is giving themselves, the
      Plan approves the management equity plan.

"An independent examiner's investigation, mandatory under the
Bankruptcy Code, must commence immediately to assure this Court
and parties in interest that the Debtors are not hiding or
delaying a merger or sale transaction in derogation of fiduciary
duty" Mr. Rosner explains.

Mr. Rosner says an investigation will likely to lead to
information -- including admissible evidence -- necessary for the
Court's consideration of any plan.

The Ad Hoc Committee also believes that an Examiner investigation
should commence immediately because:

    -- The Debtors refuse to conduct a fair, or any, sale process
       to determine whether an auction would maximize recoveries
       to stakeholders.

    -- The Debtors fail even to address their merger prospects --
       including mergers they have actually discussed, for which
       they hired experts allegedly "to explore," and that they
       may have "parked" until later.

    -- There are at the very least serious questions about the
       elimination of shareholder interests in favor of dramatic
       insider management compensation.

                     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.  (Northwest Airlines Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

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 today, March 26, 2007.  


NUANCE COMMS: Moody's Holds B1 Rating on New Upsized Senior Loan
----------------------------------------------------------------
Moody's Investors Service changed Nuance Communications, Inc.'s
outlook to positive and affirmed the company's B1 corporate family
rating as well as B1 ratings on the $75 million senior secured
revolving credit facility and a recently upsized $442.3 million
senior secured first lien term loan.  The increase in first lien
borrowings and stock will be used to fund the acquisitions of
BeVocal, Inc. and Focus Infomatics, Inc.

Affirmed:

   * Corporate Family Rating at B1

LGD ratings changed:

   * $75 million senior secured revolving credit facility due
     2012, rated B1, LGD3 45%

   * $442.3 million senior secured term loan due 2013, rated B1,
     LGD3 45%

   * PDR, from B2, to B1, LGD4 50%

The change in outlook to positive reflects Moody's view that
continued strength in Nuance's core voice recognition software
markets and successful integration of the company's two most
recent acquisitions could position Nuance for an increased rating.

Although the company has moderately increased leverage with the
acquisitions to pro forma total debt to adjusted EBITDA for last
twelve months as of Dec. 31, 2006, to 3.2x, Moody's expects the
company to be able to pay down debt with its strong cash flow
generation capabilities which are in excess of working capital and
capital expenditure needs.

Additionally, Moody's views positively the company's recent
success at integrating Dictaphone, Nuance's largest acquisition to
date and realizing on substantial operational synergies.  The
acquisition nearly doubled revenues to pro forma $500 million and
increased pro forma adjusted EBITDA to $124.6 million for twelve
months ended Dec. 31, 2006.

The Dictaphone acquisition has given Nuance a market leading
position in providing voice recognition software based dictation
and transcription services to the healthcare industry and added
significant revenue and customer diversity to the overall Nuance
portfolio of products.

Nuance continues to be a technology leader in speech recognition
engine technology around which the company has built a portfolio
of full service solutions for sectors including enterprise call
centers and smaller but fast growing mobile solutions industries.
Overall trends for the speech recognition industry appear to be
strong and Moody's believes that Nuance will continue to compete
effectively.

Although Moody's expects the company to continue to be acquisitive
as it builds out additional speech recognition industry verticals
possibly with additional debt, the ratings could face downward
ratings pressure or return the outlook to stable to the extent
that operational performance declines, significant integration
issues arise or leverage increases to 4.0x due to debt financed
acquisitions.

Nuance Communications, Inc., formerly ScanSoft, Inc., is a leading
provider of speech and imaging solutions for business and
consumers around the world.


NUANCE COMMS: Profitability Cues S&P to Lift Credit Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Burlington, Massachusetts-based Nuance
Communications Inc. to 'B+' from 'B', reflecting the company's
improved profitability and cash flow and expanding market
position.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '3' recovery rating to Nuance's proposed $517 million
amended and restated first-lien senior secured bank facility,
which will consist of a $75 million revolving credit facility and
a $442 million term loan.  The outlook is positive.

The first-lien senior secured bank loan is rated the same as the
corporate credit rating.  The recovery rating of '3' reflects the
rating agency's expectation of meaningful recovery of principal by
lenders in the event of a payment default or bankruptcy.  The
incremental $90 million in proceeds from the proposed term loan
will be used to finance in part the acquisitions of BeVocal and
Focus Infomatics Inc., and to pay related fees and expenses.

"The ratings on Nuance reflect the company's acquisitive profile,
a relatively short track record of managing at current revenue
levels, and moderately high debt leverage," said Standard & Poor's
credit analyst Martha Toll-Reed.

These factors are partly offset by a leading presence in the
market for speech recognition products, a significant level of
recurring revenues, and a diverse customer base.

Nuance is a global provider of speech recognition software
and imaging solutions, and related services.  The company is
focused primarily on enterprise customers within the financial
services, telecommunications, automotive and health care sectors.
Revenues for the 12 months ended Dec. 31, 2006, were $446 million.


NUVOX COMMUNICATIONS: Inks Merger Deal with FDN Communications
--------------------------------------------------------------
NuVox Communications Inc. and FDN Communications have signed a
definitive agreement to merge the two privately held facilities-
based communications providers.  Following a transition period,
the combined company will operate under the name NuVox
Communications, and will provide IP-based communications solutions
including voice, data connectivity and storage, private
networking, web hosting, and security services to business
customers across the Southeast and the Midwest.  The combined
enterprise will initially have more than 90,000 customers, 1
million voice and data lines in service, and annual revenues
exceeding $500 million.

"Combining NuVox and FDN Communications makes excellent strategic
sense given our similar philosophies about customers-that is, a
keen focus on the business market evidenced by our suite of
products and services aimed specifically at that market and our
unwavering commitment to proficient, 'high-touch' customer
service," Jim Akerhielm, Chief Executive Officer of NuVox
Communications, stated.  "The two companies have complementary
target customers, overlapping geographic markets in the fast
growing Florida and metropolitan Atlanta areas, and efficient,
customer-centric operations positioning the new company to be a
leading provider of communications solutions for business
customers."

"A larger total footprint and deeper customer penetration in key
markets will position NuVox for further growth," Mike Gallagher,
Chief Executive Officer of FDN Communications, added.  "Both
companies have a proven track record and have posted very
compelling financial results.  Together, the new combined company
will build on the strengths and experience of each company."

The senior management team will be comprised of individuals from
both FDN Communications and NuVox.  Leading the combined company
will be Akerhielm, who will serve as CEO, and Gallagher who will
serve as President of Strategic Markets.  The board of directors
will consist of David Solomon as Chairman of the Board, Akerhielm
and Gallagher, Jim Wade and Gillis Cashman of MC Venture Partners,
James "Jamie" H. Greene, Jr. of Kohlberg Kravis Roberts and Co.,
Scott Perper of Wachovia Capital Partners, and Jim Fleming of
Columbia Capital Partners.  

"Both NuVox and FDN Communications have made tremendous
investments in technology and the build out of their networks,"
Jamie Greene of KKR commented.  "As a result, they are now able to
fully implement Voice over Internet Protocol technology, which is
enabling their customers to take advantage of a richer set of
communication services and applications as well as significantly
enhanced broadband connectivity.  In addition to the ability to
better leverage each company's investment in technology and the
clear benefits to customers, the combination of the NuVox and FDN
networks allows for a number of operational and financial
efficiencies which will lead to improved profitability and
accelerated growth."

"We are excited to bring together the superb teams of employees of
both companies," Mr. Akerhielm added.  "I believe the people of
both NuVox and FDN Communications are the reason each company has
been so successful, and as a combined team, we can achieve even
more."

The combined company's headquarters will be in Greenville, South
Carolina, with extensive sales, customer, and technical operations
in both Greenville, South Carolina and Maitland, Florida.  The
transaction is expected to close in June 2007.  Until closing, FDN
Communications and NuVox Communications will continue to operate
separately.  Customers of both companies will not experience
changes to their existing service agreements as a result of the
merger.  

The transaction has been approved by the Boards of Directors of
both NuVox and FDN Communications.  Financial terms of the
proposed merger were not disclosed.  The combined company will
refinance the existing senior credit facilities of both NuVox and
FDN Communications.  Completion of the transaction is subject to
approval by the stockholders of both companies, as well as
regulatory approvals and customary closing conditions.  

                    About FDN Communications

Headquartered in Maitland, Florida, FDN Communications --
http://www.fdn.com/-- provides facilities-based, business-class  
communications services in the Southeastern United States.


                   About NuVox Communications

NuVox Communications Inc. -- http://www.nuvox.com/-- provides  
voice, data, and security services to business customers in
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas,
Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Ohio,
Oklahoma, South Carolina, and Tennessee.  These services are
provided through advanced Alcatel-Lucent, Nortel, Sonus, and Cisco
technology.

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
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.


OSWEGO TRUCKING: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oswego Trucking and Leasing, Inc.
        dba Parish Recycling
        3124 Seybolt Road, P.O. Box 46
        Seneca Falls, NY 13148

Bankruptcy Case No.: 07-20661

Chapter 11 Petition Date: March 22, 2007

Court: Western District of New York (Rochester)

Debtor's Counsel: Carl J. Schwartz, Jr.
                  131 Main Street, P.O. Box 681
                  Penn Yan, NY 14527
                  Tel: (315) 536-4223

Estimated Assets:   $330,050

Estimated Debts:  $1,182,329

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Financial Federal, Inc.          8 dump trucks in      $285,000
300 Frank West Burr Blvd.        corporate name, 2
Teaneck, NJ 07666                semi's, 3 dump
                                 Trucks, 1 pick-up,
                                 2 tractors, and 1
                                 trailer in corporate
                                 president's name
                                 Value of Security:
                                 $280,000

Five Star Bank                   all business          $195,688
55 North Main Street             assets/inventory/
P.O. Box 227                     3 mack trucks/
Warsaw, NY 14569                 dozer/Ford truck
                                 Value of Security:
                                 $80,000

Seneca County Dept. of           recycling trucks/     $180,883
Economic Development             equipment
1 DiPronio Drive
P.O. Box 690
Waterloo, NY 13165

I.R.S.                           unpaid withholding     $60,000
Centralized Insolvency           taxes/F.I.C.A. taxes
Operations

Wilson Farms Stores              personal real          $58,448
                                 property of the
                                 corporate president

N.Y.S. Dept. of Tax &            unpaid withholding     $32,181
Finance Bankruptcy Section       taxes/F.U.T./
                                 H.U.T./D.O.L. taxes

N.Y.S. Workers'                  unpaid unemployment    $30,287
Compensation Board               insurance premiums

Transworld Systems, Inc.         collection account     $20,160

C.B.J. Credit Recovery           collection account     $14,657

ACE Recovery, Inc.               collections            $12,085

AmGro Premium Financing          unpaid insurance        $4,328

Nextel Partners                  unpaid cellphone        $2,636
                                 bill

Bank of America                  unpaid credit card      $1,892

First Premier Bank               unpaid credit card      $1,135
                                 bill

Lifecare Medical Associates      unpaid medical bill       $270

Wilson Press, L.L.C.             unpaid supply bill        $265

Drive Insurance                  unpaid insurance          $229
                                 premium

Diamond/Triumph Auto Glass       N.S.F. check              $185

                                 potential corporate    unknown
                                 income tax
                                 liabilities


PETROLEO BRASILEIRO: Fitch Holds Senior Notes' Rating at BB+
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Petroleo Brasileiro
S.A.'s (Petrobras).  The Rating Outlook remains Stable.

These rating actions follow the report by Petrobras, Braskem and
the Ultra Group that they have reached an agreement to acquire the
Ipiranga Group's petrochemical, refining and fuel distribution
assets.

Affirmed:

   -- Foreign currency issuer default rating at 'BB+';
   -- Senior unsecured notes due to 2008 at 'BB+';
   -- Senior unsecured notes due to 2011 at 'BB+';
   -- Senior unsecured notes due to 2013 at 'BB+';
   -- Senior unsecured notes due to 2014 at 'BB+';
   -- Senior unsecured notes due to 2016 at 'BB+';
   -- Senior unsecured notes due to 2018 at 'BB+';
   -- National rating at 'AAA(bra)';
   -- Second issuance of debentures due to 2012: 'AAA(bra)'; and
   -- Third issuance of debentures due to 2010: 'AAA(bra)'.
   
The multi-part transaction, which is expected to be concluded by
the end of 2007, should result in Petrobras owning the fuel
distribution assets of Ipiranga that are based in the North,
Northeast and Midwest regions of Brazil, 33% of the oil refinery
Refinaria de Petroleo Ipiranga and 40% of the petrochemical assets
of Ipiranga Quimica, which has investments in Ipiranga
Petroquimica and Copesul.  Petrobras is expected to pay about
$1.3 billion for these investments.

The fuel distribution assets being purchased by Petrobras consist
of 3,324 service stations.  IPQ operates five plants with a
combined production capacity of 730,000 tons per year of
polyethylene and polypropylene, while Copesul is the second
largest naptha cracker in Latin Ameica with an annual production
capacity of 3.3 million tons per year of basic chemicals,
including 1.25 million tons of ethylene.  RIPI is capable of
refining 17,000 barrels of oil per day.

At the end of 2006, Petrobras had BRL58.4 billions
($27.3 billions) of total debt and BRL29.2 billion
($13.6 billions) of cash and marketable securities.  During 2006,
the company generated BRL52 billions ($24 billions) of EBITDA.
These acquisitions increase Petrobras' presence in the Brazilian
petrochemical sector and enhance its fuel distribution
capabilities.  Given the low leverage at the entities to be
acquired and Petrobras' strong capital structure, the transaction
is viewed to be neutral to mildly positive for Petrobras' credit
profile.

The ratings of Petrobras are supported by substantial proved
hydrocarbon reserves and increasing upstream output, recognized
leadership in offshore exploration and production, a favorable
international product price environment and its dominant domestic
market position.  The company further benefits from material
international operations and its shift to a net export position,
which supports the generation of foreign currency cash flow.  
These factors are tempered by vulnerability to fluctuations in
international commodity prices, exposure to local political
interference, currency risk, domestic market revenue
concentration, and significant medium-term capital-investment
requirements linked to the company's ambitious strategic plan.

Petrobras is an integrated international oil and gas company
engaged in the exploration, development and production of
hydrocarbons and in the refining, marketing, transportation and
distribution of oil and a wide range of petroleum products,
petroleum derivatives, petrochemicals and liquid petroleum gas.  
By law, the federal government must hold at least a majority of
Petrobras' voting stock.


PHOENIX ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Phoenix Enterprises, L.L.C.
        1260 5th Street Northeast
        Washington, D.C. 20002

Bankruptcy Case No.: 07-00149

Type of Business: The Debtor markets and distributes dried
                  oriental noodles and other miscellaneous
                  dried food products.

Chapter 11 Petition Date: March 22, 2007

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Linda D. Regenhardt, Esq.
                  Gary & Regenhardt, P.L.L.C.
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182
                  Tel: (703) 848-2828

Estimated Assets:     $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Shirley Highway (Marlo)                 $146,393
   3300 Marlo Lane
   District Heights, MD 20747

   Golden Country Food                      $98,846
   2355 South Blue Island Avenue
   Chicago, IL 60608

   Chase Finance                            $55,331
   P.O. Box 15700
   Wilmington, DE 19886-5700

   Tak Chen                                 $40,828

   Vasinee Food Corp.                       $30,234

   Manifest Finance                         $29,391

   Rama Foods Manufacture                   $26,293

   Siam Grains Co., Ltd.                    $25,630

   Peter Chen                               $25,500

   Vinh Sang Trading                        $25,288

   Mercedes Benz Credit                     $23,040

   Hour Tan                                 $21,588

   Strong America, Ltd.                     $20,676

   Walong Marketing, Inc.                   $20,454

   Chevy Chase Visa                         $17,200

   Hop Lee Trading                          $17,019

   Bank of America                          $16,800

   Cargill Food                             $15,650

   Chase Credit                             $15,000

   Apex Products Co., Ltd.                  $13,931


PIEDMONT HAWTHORNE: Sale Offer Cues S&P's Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Piedmont Hawthorne Holdings
Inc. on CreditWatch with negative implications.

"The CreditWatch follows reports that the company may be sold to
Dubai Aerospace Enterprises [DAE, not rated] for an undisclosed
amount," said Standard & Poor's credit analyst Christopher
DeNicolo.

The report also stated that DAE may sell off PHHI's network of
fixed-based operators, which provide services to business jet and
other general aviation customers and comprise about 40% of
revenues.  DAE may also buy Standard Aero Holdings Inc., which is
also owned by PHHI's equity sponsor, the Carlyle Group.  Ratings
could be lowered if the transaction results in higher leverage
or a smaller, less-diversified company.
     
PHHI, which does business under the Landmark Aviation name, is the
second-largest FBO in North America and a leading provider of
maintenance, repair and overhaul (MRO) of engines for general
aviation aircraft, largely business jets.  

The company has three operating segments:

   * MRO services
   * airport services
   * aircraft completions and modifications.


PINNACLE ENT: Fitch Lifts Subordinated Notes' Junk Rating to B-
---------------------------------------------------------------
Fitch Ratings has affirmed Pinnacle Entertainment's Issuer Default
Rating and revised its recovery ratings methodology, which has
resulted in an upgrade of PNK's subordinated notes.  

Fitch has adjusted PNK's credit ratings as:

   -- Issuer Default Rating affirmed at 'B';
   -- Bank facility affirmed at 'BB/RR1'; and
   -- Subordinated notes upgraded to 'B-/RR5' from 'CCC+/RR6'.

The ratings apply to its $1 billion bank credit facility and to
roughly $436 million of subordinated notes.  The primary change in
recovery methodology involves estimating stressed value at the
property level and assigning recovery value to strategic,
non-operating assets not captured in the previous methodology.  
The result is an upgrade of the sub notes due to a better recovery
outlook despite a standard Fitch recovery assumption of a fully
drawn credit facility.  The rating on the bank credit facility
does not change under the revised recovery methodology because it
already reflected the maximum 3-notch positive differential from
the IDR.

PNK's Rating Outlook is Stable.  

Fitch removed PNK from Rating Watch Negative, where it was
originally placed on March 13, 2006, following its aggressive
bidding to acquire Aztar, which presented an opportunity for the
company to enter both the Atlantic City and Las Vegas markets.
PNK's offer was ultimately outbid, but the RWN was kept on due to
Fitch's view of heightened acquisition risk, culminating in the
purchase of the AC Sands/Traymore site in Q406.

Fitch believes acquisition risk remains, but PNK has demonstrated
a willingness to use equity to help fund its growth plans.  It
raised $353 million in net proceeds from an equity issuance in
1Q07, which is the fourth time since the beginning of 2004 that
PNK has issued equity.  In addition, now that PNK has secured an
Atlantic City opportunity, it may be more opportunistic than
aggressive with respect to a Las Vegas investment.

PNK's ratings reflect one of the most attractive growth profiles
in the industry with the potential to more than double EBITDA in
the next five years.  The cost of that growth profile could mean
more than $3.5 billion of capital spending over that time.  With a
large amount of that spending expected to be funded by debt, PNK's
credit metrics could deteriorate during the build out, which is
reflected in current ratings.

PNK's current credit metrics are strong for the rating category.
Based on Adjusted Property EBITDA of $202.5 million in 2006,
roughly $774 million in long-term debt, and gross interest expense
of roughly $59 million as of Dec. 31, 2006, leverage and coverage
was 3.8x and 3.4x, respectively.  Fitch-adjusted EBITDA also
includes $30 million of pre-opening/development expense and
$47 million in estimated capitalized rent expense.  Therefore,
Fitch-adjusted leverage and coverage is roughly 4.7x and 3.0x,
respectively.

The company's current liquidity profile is strong with roughly
$1.1 billion available in cash and availability under its credit
facility PNK has virtually no debt maturities until the credit
revolver in 2010.  Much of its capital spending program is
discretionary, which gives the company solid financial
flexibility.  However, Fitch believes certain projects have
significantly more strategic value to the company and would be
less likely to be scaled back/delayed in a weaker operating
environment.

Even if credit metrics worsen as expected, ratings could improve
as the development pipeline unfolds since it will significantly
increase the company's diversification.  PNK's three Louisiana
properties accounted for 76% of the company's Adjusted Property
EBITDA in 2006.  That concentration is expected to drop
meaningfully in the next 6-18 months as PNK enters St. Louis
market with large-scale developments and the New Orleans market
continues to moderate relative to elevated operating levels in
2006 due to reduced competition from hurricanes in 2005.


PREDIWAVE CORPORATION: Files Disclosure Statement in California
---------------------------------------------------------------
Prediwave Corporation delivered its Disclosure Statement
explaining its Chapter 11 Plan of Liquidation to the U.S.
Bankruptcy Court for the Northern District of California.

            Overview of Distribution Trust Mechanisms

On or prior to the effective date, a Distribution Trust will be
established pursuant to a Distribution Trust Agreement.  The
Distribution Trust Assets, which will include all cash, real and
personal property (including intellectual property) and causes of
action, will be transferred to the Distribution Trust.

The Distribution Trust will establish and maintain two accounts,
the Priority Claims Trust Account and the Distribution Trust
Account, into which cash will be transferred from the
Distribution Trust Assets in an amount sufficient to fund
distributions to holders of certain Allowed Claims.

                       Treatment of Claims

Under the Plan, each holder of an Administrative Claim, a Priority
Tax Claim, a Priority Claim will be paid in full from cash in the
Priority Claims Trust Account.

In full satisfaction of Secured Claims against the Debtor, each
Secured Claim will be reinstated.

Each holder of a General Unsecured Claim will be paid in full from
cash in the Distribution Trust Account.

In full satisfaction of the claims of New World TMT Limited,
totaling $2,817,075,320, the Distribution Trustee will transfer
all Distribution Trust Assets to New World.

Holders of Intercompany Claims, Penalty Claims, Subordinated
Claims and Old Stock Interests will receive nothing under the
Plan.

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite  
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  John D. Fiero, Esq., at Pachulski, Stang, Ziehl, Young
and Jones represents the Official Committee Of Unsecured
Creditors.  The Debtor's Schedules of Assets and Liabilities
showed $145,282,246 in total assets and $773,033,371 in total
liabilities.


QUANTA SERVICES: Buying InfraSource in $1.26 Bil. All-Stock Deal
----------------------------------------------------------------
Quanta Services, Inc. and InfraSource Services, Inc. have signed a
definitive merger agreement under which Quanta will acquire
InfraSource in an all-stock transaction valued at $1.26 billion
based on Quanta's closing stock price on March 16, 2007.  The
combination of Quanta and InfraSource will create a leading
specialized contracting services company serving the electric
power, natural gas, telecommunications and cable television
industries.  Empowered by a broad national footprint, flexible
workforce, extensive equipment resources and innovative
technologies, the combined company will partner with customers to
meet the immediate and growing need for strategic infrastructure
solutions.

Under the terms of the merger agreement, approved by both Boards
of Directors, InfraSource stockholders will receive 1.223 shares
of Quanta common stock for each outstanding common share of
InfraSource they own at closing.  This represents a per share
value of $30.13, or a 17.4% premium over the closing price of
InfraSource common stock on March 16, 2007.  Upon closing, on a
fully diluted basis, Quanta and InfraSource stockholders are
expected to own approximately 75% and 25%, respectively, of the
combined company.  Based on 2006 results, the combined company
would have revenues of over $3.1 billion and adjusted EBITDA of
over $270 million.  The transaction is expected to be accretive to
Quanta's earnings per share in 2008.

"The addition of InfraSource's complementary businesses, strategic
geographic footprint and talented employees will enhance Quanta's
resources and expand our service portfolio," John R. Colson,
chairman and chief executive officer of Quanta, said.  "As a
combined company, we will be well-positioned to serve all of our
customers during a period of rapid growth and increased
transmission and distribution spending.  We intend to leverage our
combined workforce of more than 16,000 employees to provide
expanded services to our customers in both planned and emergency
situations."

"We expect the combination to result in meaningful cost and
operational synergy opportunities, including the integration of
project and asset management functions, improved resource
utilization, procurement and administrative cost savings, and
enhanced cross-selling and marketing opportunities," Mr. Colson
added.

"This transaction represents a tremendous opportunity for our
customers, stockholders and employees to share in the significant
upside potential of a stronger combined business," David R.
Helwig, chairman and chief executive officer of InfraSource,
commented.  "Together, InfraSource and Quanta will create an
industry-leading company with the scale and scope necessary
to meet the growing infrastructure needs of energy and
communications providers across North America."

The combined company will have the ability to provide customers
expanded infrastructure service offerings from design and
engineering, to installation and maintenance, to energized
services and emergency restoration.  Along with enhancing and
complementing Quanta's electric power transmission and
distribution capabilities, InfraSource brings strength in
substation engineering and installation, gas distribution
capabilities and dark fiber leasing to the combined company.  In
addition, Quanta's nationwide footprint will be strengthened,
providing the company a broader platform from which to grow its
services.

The combined company's additional resources and superior service
portfolio also position it to take advantage of positive industry
dynamics, which include electric utility companies' increased
spending and outsourcing trends.  In the power industry, the need
to upgrade the nation's aging and congested transmission and
distribution grid and the Energy Policy Act of 2005 are expected
to continue to drive increased investment in infrastructure.  
Additionally, utilities continue to move toward outsourcing as a
way to reduce costs while gaining superior service and
improved flexibility.  In the telecommunications industry, the
convergence of voice, video and data is creating increased demand
for fiber infrastructure to support the delivery of key next-
generation services.

The transaction is expected to close in the third quarter of 2007
subject to stockholder and customary regulatory approvals.  Quanta
and InfraSource intend to file a joint proxy statement/prospectus
with the Securities and Exchange Commission.
    
Credit Suisse Securities (USA) LLC is acting as financial advisor
to Quanta, and Akin Gump Strauss Hauer and Feld, LLP is serving as
its legal advisor.  Citigroup Corporate and Investment Banking is
acting as financial advisor to InfraSource and Ballard Spahr
Andrews & Ingersoll, LLP is serving as its legal advisor.

                         Quanta Services

Headquartered in Houston, Texas, Quanta Services, Inc. (NYSE:PWR)
-- http://www.quantaservices.com/-- provides specialized  
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
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.


RADIO ONE: Delay in 10-K Filing Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Lantham, Maryland-based radio
broadcaster Radio One Inc. on CreditWatch with negative
implications.

The CreditWatch action follows the company's report that it will
delay the filing of its Form 10-K until the conclusion of an
internal review of historical stock option granting practices
for years 1999 through 2005.  Radio One had previously indicated
that it would be able to file its annual report within the 15-day
extension period ended March 16, 2006, but has concluded that it
will need additional time to complete the review.  

The company indicated that operating results will be materially
affected for years 1999 through 2003, but hasn't determined the
amount of the additional noncash stock compensation expense that
it will be required to recognize, the periods in which such
expenses would be recognized, or the related tax impact of such
corrections.  In addition, the company disclosed an informal SEC
investigation into the company's stock option practices.

"The CreditWatch listing reflects uncertainties regarding the
outcome of the stock option review and any potential acceleration
of debt maturities," said Standard & Poor's credit analyst Michael
Altberg.

Mr. Altberg went on to explain that Standard & Poor's will
continue to monitor the rating and will assess whether any
potential material restatements, further investigation, or
additional involvement of the SEC or other authorities has an
impact on the rating.


SENTEX SENSING: Hausser + Taylor Raises Going Concern Doubt
-----------------------------------------------------------
Hausser + Taylor LLC raised substantial doubt about the ability of
Sentex Sensing Technology Inc. to continue as a going concern
after auditng the company's financial statements as of Nov. 30,
2006, and 2005.  The auditing firm noted that the company
continues to sustain substantial net and operating losses.  At
Nov. 30, 2006, current liabilities exceed current assets by
$8,272,195.

As of Nov. 30, 2006, the company had total assets of $1,900,000
and total current liabilities of $8,272,195, resulting to total
stockholders' deficit of $6,372,195.  

Net loss for the year ended Nov. 30, 2006, was $578,609 on total
revenues of $21,245, as compared with a net loss for the year
ended Nov. 30, 2005, of $376,636 on total revenues of $159,175.

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

Sentex Sensing Technology, Inc. (OTC BB: SNTX) --
http://www.sentextech.com/-- does not have significant  
operations.  Previously, it bought, sold, and traded information
technology equipment.  It was founded in 1980 and is based in
Cleveland, Ohio.


SEQUIAM CORPORATION: Declares Default on CyberKey Contract
----------------------------------------------------------
Sequiam Corporation has declared a default on a manufacturing and
distributing agreement between Sequiam and CyberKey Solutions Inc.

On Nov. 29, 2006, Sequiam received from CyberKey, a $2,250,000
order for OEM Sequiam BioVaults labeled as the CyberKey "KeepSafe"
in accordance with the terms of a manufacturing and distribution
agreement signed between the two companies.  A deposit of 10% on
the first 10,000 units was required and received by Sequiam to
insure CyberKey's commitment to accept BioVault production on
schedule.

According to Sequiam Corporation, the BioVault shipment arrived in
January 2007 and an invoice that was provided went unpaid.

As a result, CyberKey's deposit was forfeit and Sequiam has
declared a default on the purchase order.

Additionally, Sequiam is pursuing collections from CyberKey
related to the contract, purchase orders and the invoice. Existing
KeepSafe inventory will be sold by Sequiam.

                     About CyberKey Solutions

Based in St. George, Utah, CyberKey Solutions, Inc. (CKYS.PK) --
http://www.cyberkeysolutions.com/-- designs, manufacturers and  
markets a broad range of USB drives, storage media, mobile
communications devices and comprehensive software/hardware
solutions for a broad range of markets and industries including:
Entertainment, Education, Government, Military, Automotive,
Financial Services, High Tech, Medical Industries and others.

                          About Sequiam

Based in Orlando, Florida, Sequiam Corporation (OTCBB:SQUM) --
http://www.sequiam.com/and http://www.sequiambiometrics.com/--  
develops, markets, and supports a portfolio of highly robust
proprietary biometrically enabled consumer lifestyle and
commercial products and OEM solutions.  Sequiam has offices in
Taiwan, China, and South Africa.

                        Going Concern Doubt

Tedder, James, Worden & Associates, P.A., expressed substantial
doubt about Sequiam Corp.'s ability to continue as a going concern
after it audited the company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's recurring losses from operations, its working capital
deficit and its shareholders' deficiency.


SOUNDVIEW HOME: DBRS Junks Rating on $9.8 Mil. Class M-14 Certs.
----------------------------------------------------------------
Dominion Bond Rating Services downgraded Classes M-12, M-13,
and M-14 from Soundview Home Loan Trust 2005-B Asset-Backed
Certificates, Series 2005-B:

   * $11,218,000 Asset-Backed Certificates, Series 2005-B, Class
     M-12 to BB from BBB (low)

   * $9,972,000 Asset-Backed Certificates, Series 2005-B, Class M-
     13 to B from BB (low)

   * $9,856,191 Asset-Backed Certificates, Series 2005-B, Class M-
     14 to C from B (low)

The above downgrades are the result of the depletion of
overcollateralization due to the lack of excess spread.  In
addition, Class M-14 has been removed from Under Review with
Negative Implications where it was placed on Jan. 5, 2007.

The mortgage loans consist 100% of fixed-rate second lien mortgage
loans, which are subordinate to senior lien mortgage loans on the
respective properties.  The transaction is 16 months seasoned with
a remaining pool factor of 43.25% as of February 2007
distribution.


STRATOS GLOBAL: To Be Acquired by CIP Canada for $576 Million
-------------------------------------------------------------
Stratos Global Corp. has entered into a definitive agreement to be
acquired by CIP Canada Investment Inc., a wholly owned subsidiary
of Communications Investment Partners Limited, a professional
investment company with a focus on satellite services.  Until at
least April 2009, an independent Canadian trust established by CIP
Canada will hold the Stratos shares and exercise sole voting
control over Stratos.

Under the terms of the agreement, CIP Canada would acquire
beneficial ownership of 100% of Stratos Global through a Plan of
Arrangement under the Canada Business Corporations Act for a cash
purchase price of CDN$6.40 per share.  The purchase price
represents a premium of 7% compared with the closing price of
Stratos shares on March 8, 2007, the day before an article
appeared in The Globe & Mail highlighting the possibility of a
sale of Stratos.  The premium is 15% compared with the most recent
30-day average through March 8 and 25% compared with the 90-day
average through that date.  The total transaction value, including
the assumption of net debt, is US$576 million at current exchange
rates.

The transaction will be indirectly financed by a wholly owned
subsidiary of Inmarsat plc, Inmarsat Finance III Limited.  There
is no financing condition to the obligations of CIP Canada to
consummate the transaction.  Arrangements and plans are in place
from third parties and Inmarsat Finance to address any debt
refinancing requirements at Stratos.  Inmarsat Finance will have a
call option exercisable beginning in April 2009, and expiring in
December 2010, to acquire 100% of Stratos from CIP, but will not
have any legal ownership in, or managerial control of Stratos.

"After careful consideration, the Stratos Board of Directors
unanimously concluded that this is the right transaction for
Stratos' shareholders, customers, partners, and employees,"
Charles Bissegger, Stratos' chairman of the Board of Directors,
said.

"This transaction will allow Stratos to remain as an independent
company executing its strategy through April 2009, and will
promote stability of our business in the post-April 2009 period
when our existing distribution agreements with Inmarsat come up
for renewal," James Parm, Stratos' president and chief executive
officer, added.

Following closing, Stratos will continue to have a Board of
Directors comprised of a majority of independent, non-executive
directors, and key management is expected to remain with Stratos.  
None of the directors will be selected by or affiliated with
Inmarsat or CIP.

The Plan of Arrangement will require approval by an Ontario court
and by 66-2/3% of votes cast at a special meeting of Stratos
shareholders.  A Stratos Management Proxy Circular detailing the
terms of the transaction and the date of the special shareholders
meeting is expected to be mailed to Stratos shareholders in late
April 2007.  The transaction will also be subject to customary
conditions and regulatory approvals, including any applicable
clearances under competition laws and the Federal Communications
Commission.  The transaction is expected to close in the third
quarter of 2007.

Bear, Stearns & Co. Inc. acted as financial advisor to the Special
Committee of the Board of Directors of Stratos and RBC Capital
Markets acted as financial advisor to Stratos.  Both firms
provided fairness opinions to the Board of Directors indicating
that the cash consideration to be received in the transaction is
fair from a financial point of view to Stratos shareholders.

                            About CIP

Communications Investment Partners Limited is a professional
investment company incorporated in 2006.  The directors of CIP
collectively have more than 50 years of experience as directors of
and advisors to satellite services companies in both the mobile
satellite and fixed satellite services sectors.

                          About Stratos

Headquartered in Bethesda, Maryland, Stratos Corporation (TSX:
SGB) -- http://www.stratosglobal.com/-- is a publicly traded  
company that provides a range of mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  The company has offices in Canada, Brazil,
the United Kingdom, Norway, Germany, the Netherlands, Sweden,
Italy, Spain, Turkey, Russia, Kenya, South Africa, United Arab
Emirates, India, Hong Kong, Japan, Singapore, Australia and New
Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on March 23, 2007,
Standard & Poor's Ratings Services raised the ratings on remote
telecommunications service provider Stratos Global Corp.,
including the long-term corporate credit rating to 'B+' from 'B'.


TURNING STONE: S&P Places Ratings on Developing Watch
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Turning
Stone Casino Resort Enterprise, including the 'B+' corporate
credit rating, on CreditWatch with developing implications.

The CreditWatch listing follows the issuance of a letter by the
Department of the Interior, stating that it is reconsidering its
1993 approval of the compact between the Oneida Nation and the
State of New York, and the potential for this review to result in
the DOI's determination that the compact is not valid.

The DOI has given the parties until April 30, 2007 to respond to
the letter, and will make its determination about the validity of
the compact by June 14, 2007.  However, if the tribe and the state
jointly request an extension prior to April 30, the DOI will
extend the deadline for its decision until Oct. 1, 2007.

The tribe has expressed its desire to negotiate a new compact with
the state, the execution of which would resolve this issue,
ensuring that Class III gaming would continue at Turning Stone.
However, it is not clear that the parties are close to arriving at
an agreement, nor that they will jointly request an extension to
complete negotiations as offered by the DOI.  

It is also possible that the DOI will determine that the compact
is valid, which would also be a favorable outcome from a credit
quality perspective, as again it would heighten the probability
that Class III gaming will continue at the resort.

Standard & Poor's is not in the position to pre-judge the DOI's
ruling.  However, it is likely that the staff has carefully
considered the issues prior to deciding to revisit the validity of
the compact and, thus, the DOI has certainly demonstrated it has
cause for concern, part of which was outlined in its letter.

If the DOI determines that the compact is not valid, the tribe has
indicated that it will pursue further litigation against the DOI
in federal court.  The tribe feels it has many factors in its
favor, not the least of which is its belief that the statute of
limitations to challenge the compact has expired.  While such
litigation could delay any order to cease Class III gaming at
Turning Stone, Standard & Poor's would view this outcome very
negatively given the burden that the tribe would have in needing
to prevail in this suit in order to retain a valid compact.

In resolving its CreditWatch listing, Standard & Poor's will be
closely monitoring the situation as the deadlines established by
the DOI approach.

"If it does not appear that negotiations leading to a settlement
are moving in a positive direction, and the April 30 deadline is
reached with no agreement or requested extension between the tribe
and the state, we would expect to downgrade the rating by one
notch to 'B'," said Standard & Poor's credit analyst Ariel
Silverberg.

"In addition, the rating would remain on CreditWatch with
developing implications.  If, on June 14, the DOI determines that
the compact is not valid, a further downgrade of either one or two
notches could occur, notwithstanding the likelihood of further
litigation.  However, if either the DOI rules that the compact is
valid, or if the tribe and the state renegotiate a new compact
under satisfactory terms, a one notch upgrade to 'BB-' is
possible.  The potential for a rating upgrade would also be
influenced by operating conditions at the facility, as well as by
the status of the other outstanding lawsuits."


USPF HOLDINGS: S&P Rates $300 Mil. Senior Credit Facility at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to USPF Holdings LLC's $300 million senior secured credit
facility.  The facility includes a $288 million term loan and a
$12 million synthetic letter of credit to support a six-month debt
service reserve account.  The recovery rating on the facility is
'2', indicating expectation of 80%-100% recovery if a default
occurs.  The outlook on the facility is stable.

USPF Holdings is a closed end portfolio of equity interests in
seven power plants totaling 1,646 MW and an interest in a 660 MW
undersea transmission line between Sayreville, New Jersey and Long
Island, New York.  The company is a wholly owned subsidiary of
United States Power Fund L.P., which is managed by Energy Investor
Funds, a private equity fund management company focused on the
U.S. power industry.

The outlook is stable.

"Improved recovery prospects or material improvements in the risk
profiles of several projects could result in an upgrade, while
volatile distributions could result in a lower rating," said
Standard & Poor's credit analyst Daniel Welt.


VERTRUE INC: Buyout Cues Moody's Review for Possible Downgrades
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Vertrue
Incorporated on review for possible downgrade following the report
that it has entered into a definitive agreement to be acquired by
Vertrue's management and an investor group consisting of One
Equity Partners, Oak Investment Partners and Rho Ventures for
approximately $48.50 per Vertrue common stock which totals
approximately $800 million.

Closing of the transaction is expected to occur in the third
quarter of 2007 and will be subject to the receipt of Vertrue
stockholder approval as well as regulatory approval and other
customary closing conditions.  The Board of Directors of Vertrue
has approved the transaction.  Financing for the transaction has
not been disclosed.

"The review for possible downgrade will focus on the company's
post-acquisition capital structure, the likelihood that Vertrue's
post-acquisition credit metrics would fall below the B1 rating
category and the possibility that the existing rated notes could
remain outstanding post-acquisition," said Moody's analyst Sidney
Matti.

Under the indenture for the $148 million senior unsecured notes
due 2014, the noteholders can tender the notes upon a 50% change
of control in the voting stock.

Ratings placed on review for possible downgrade:

   * Ba3 rating on $148 million senior unsecured notes due 2014;
   * B1 Probability of Default rating; and
   * B1 Corporate Family rating.

Headquartered in Norwalk, Connecticut, Vertrue Incorporated is a
leading internet marketing services company.  For the twelve
months ended Dec. 31, 2006, the company generated revenues of
approximately $697 million.


VERTRUE INC: Buyout Prompts S&P's Negative CreditWatch
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Vertrue
Inc., including the 'B+' corporate credit rating, on CreditWatch
with negative implications.  The CreditWatch placement follows
Vertrue's report that it has entered into a definitive agreement
to be acquired by management and an investor group for
approximately $800 million.  

Norwalk, Connecticut-based Vertrue is an Internet marketing
services company that offers consumer services ranging from
healthcare, insurance, and discounts to personals.  The company
had total debt of approximately $240 million outstanding as of
Dec. 31, 2006.

"In resolving the CreditWatch listing," explained
Standard & Poor's credit analyst, Deborah Kinzer, "we will
consider the company's overall operating outlook and future
business strategies and will assess the company's financial
structure following the buyout."


WCI COMMUNITIES: Board Says Icahn's Planned Buyout Won't Occur
--------------------------------------------------------------
WCI Communities Inc.'s Board of Directors reported that Carl C.
Icahn's plan to purchase all of WCI's shares of Series A Junior
Participating Preferred Stock of $22 per share, pursuant to the
Rights Agreement, will not occur on the 10th business day after
the commencement of the offer.

                        Carl Icahn's Offer

As reported in the Troubled Company Reporter on March 14, 2007,
Mr. Icahn said he intends to commence an unsolicited tender offer
to acquire any and all of WCI's outstanding common stock for $22
per share.

Consistent with its fiduciary duties, the WCI Board of Directors
will review Mr. Icahn's proposal.  In the meantime, the Board
continues moving forward with its comprehensive review process
with its financial advisor, Goldman Sachs, to identify and
evaluate all financial, strategic and operational alternatives
(including a potential sale of the company) to maximize value for
all shareholders.

WCI notes that there are no actions for shareholders to take at
this time with respect to Mr. Icahn's intent to make an
unsolicited offer.

If Mr. Icahn makes a formal tender offer, the Board will,
consistent with its fiduciary duties, review and consider the
unsolicited tender offer with WCI's management and its legal and
financial advisors in the context of its ongoing strategic review
process, and will make a formal recommendation to WCI's
shareholders as to how they should respond to an unsolicited
tender offer.

If Mr. Icahn's unsolicited tender offer is formally commenced,
WCI's shareholders are urged to take no action until they have
been advised of the WCI Board's recommendation.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(NYSE:WCI) -- http://www.wcicommunities.com/-- builds traditional    
and tower residences in communities since 1946.  WCI caters to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers traditional and tower home choices.

WCI generates revenues from its Prudential Florida WCI Realty
Division, its mortgage and title businesses, and its recreational
amenities, well as through land sales and joint ventures.  It
currently owns and controls land on which the company plans to
build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on
WCI Communities Inc.'s  Corporate credit at B+, and Senior
subordinated at B-, on CreditWatch with negative implications
after the announcement that affiliates of Carl Icahn
plan to make a hostile tender offer for WCI's shares.


WERNER LADDER: Black Diamond Group Named "Stalking Horse" Bidder
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the request of Werner Holding Co. (DE) Inc. aka Werner Ladder
Company to select Black Diamond Capital Management LLC and
Brencourt Advisors LLC as the lead or "stalking horse" bidder to
purchase substantially all of the company's assets, with a
starting bid of $263,000,000.

Competing with the Black Diamond Group will be the Second Lien
Investors Group, who previously made a $261,800,000 purchase
offer, Bloomberg News reports.

The Second Lien Investors Group is comprised of affiliates of
Trust Company of the West Group, Inc.; Schultze Asset Management,
LLC; Milk Street Investors, LLC; and Levine Leichtman Capital
Partners, III, L.P.  The group formed WH Acquisition Co. (DE),
Inc., a special purpose vehicle, to acquire the Debtors' assets.

Under the terms of the accepted bid, Werner will be purchased for
approximately $265,000,000, including forgiveness of debt and
assumption of liabilities.

The arrangement with Black Diamond and Brencourt does not include
contingencies for financing or due diligence, James J. Loughlin,
Jr., interim chief executive officer of Werner, said in a company
statement.  He added that the arrangement provides certainty
regarding the continued operation of Werner's ladder
manufacturing operations in the US, Mexico and Asia.

Mr. Loughlin said the company will continue to operate with the
financing provided for under the previously announced DIP
agreement, as the first amendment to the Second Forbearance
Agreement for the DIP financing agreement was also approved by
the Court.

The Court is yet to sign a formal order approving the Debtors'
Bidding Procedures.

            Hearing for Winning Bid Set for April 25

Judge Carey ruled that third party bidders will be able to submit
offers for Werner that will be considered by the company to the
extent that they exceed Black Diamond and Brencourt's offer by at
least $1,000,000, Bloomberg News reports.

Judge Carey ordered that if additional qualified bids are
submitted by April 20, 2007, they will be analyzed and considered
with a hearing to approve the winning bidder set for April 25.

               Werner Eyes Chapter 11 Exit in May

The Sale of substantially all of Werner's assets will allow the
company's operations to emerge from Chapter 11 in May 2007, Mr.
Loughlin disclosed in a press statement.

"We are pleased the Court has approved the designation of a
stalking horse bidder and paved the way for the sale to be
completed in the very near future," Mr. Loughlin stated.  "The
sale will enable Werner to de-leverage its balance sheet and
position the business for long-term success."

"In conjunction with the recently completed operational
restructuring, Werner is well positioned for improved
profitability," Mr. Loughlin added.  "We appreciate the continued
support we have received from our customers, suppliers, and
employees.  We remain committed to improving our performance in
all areas and our emergence from bankruptcy will help us
accomplish this objective."

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

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


WERNER LADDER: Period to Remove Civil Actions Moved Until July 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until July 7, 2007, the period within which Werner Holding Co.
(DE) Inc. aka Werner Ladder Company and its debtor-affiliates
may remove various actions that were pending in multiple state
courts as of the Debtors' bankruptcy filing.

The extension is without prejudice to:

   (a) any position the Debtors may take regarding whether
       Section 362 applies to stay any given civil action pending
       against them; and

   (b) the Debtors' right to seek further extensions of the
       Removal Period.

Kara Hammond Coyle, Esq., at Young, Conaway, Stargatt & Taylor,
LLP in Wilmington, Delaware, informed the Court that since 2007,
the Debtors have focused their efforts on overcoming significant
challenges in their Chapter 11 cases, including the completion of
an operational restructuring in which they (i) closed their
facility in Chicago, Illinois, and (ii) transitioned their
operations to Juarez, Mexico.  The Debtors have also developed a
2007 operating budget and a long-term business plan.

More recently, Ms. Coyle said, the Debtors have been negotiating
with potential bidders over the terms of the sale of substantially
all of the Debtors' assets, including implementation of bidding
procedures to maximize the value received for those assets.

As a result, Ms. Coyle continued, the Debtors have not yet had an
opportunity to fully investigate all of the State Court Actions
to determine whether removal is appropriate.  Thus, she asserted,
the requested extension is necessary to protect the Debtors'
rights to remove any of the Actions.

The Debtors maintain that granting them additional opportunity to
consider removal of the Actions will assure that their decisions
are fully informed and consistent with the best interest of their
estates.

The Debtors assured the Court that nothing will prejudice any
party to a proceeding that they may ultimately seek to remove from
seeking the remand of action under 28 U.S.C. Section 1452(b) at
the appropriate time.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

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


WORNICK CO: Waiver Cues S&P to Hold Junk Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Wornick
Co. and its parent, TWC Holdings LLC, including the 'CCC+'
corporate credit rating on both entities.

The ratings are removed from CreditWatch, where they were placed
with developing implications on Nov. 7, 2006.  The outlook is
negative.

"The affirmation reflects the waiver of covenant violations in the
company's revolving credit facility and a stabilization of the
still-constrained liquidity situation," said Standard & Poor's
credit analyst Christopher DeNicolo.

Wornick recently assigned its $15 million revolving credit
facility to a new lender, amended the facility to waive covenant
violations and extend the maturity, and borrowed an additional
$10 million term loan.  The revolver is fully drawn, but the term
loan proceeds could be used to repay a portion of the revolver
borrowings or for ongoing working capital requirements.  However,
cash generation is still weak, albeit improving.  The next
$6.8 million interest payment is due in July 2007.

In January 2007, the firm's equity sponsor, Veritas Capital, made
a $5 million equity contribution to provide some additional
liquidity.  Also in January the CEO left and was replaced by Larry
Rose who was CEO at the time of the acquisition of Wornick by
Veritas in 2004.  The CFO was also removed and has not yet been
replaced.

In the first nine months of 2006, the company reported a
$4.7 million operating loss despite a more than 15% increase in
revenues.  The loss was due to costs related to consolidation
efforts and new products, inefficiencies in the co-manufacturing
business, and lower margins on certain military ration sales.

Free cash flow was negative due to the losses and higher working
capital.  The firm is expected to release results for full-year
2006 by the end of March 2007.  Overall, Wornick's financial
profile is likely remain very weak due to high debt leverage and
poor, albeit improving, profitability.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations and co-manufacturing for leading food brands.
The company produces both individual and group rations for the
U.S. military.  MREs comprise about 60% of military revenues.  

In the most recent MRE contract award, Wornick received the lowest
share of the three approved suppliers.  The high number and
increasing tenor of overseas troop deployment and the
replenishment of war reserves is likely to sustain demand for MREs
in the intermediate term, although sales in the near term are
likely to decline from unusually high levels in late 2005 and
early 2006.


* Eckert Seamans Cherin Adds Nine Attorneys in Philadelphia
-----------------------------------------------------------
The national law firm of Eckert Seamans Cherin and Mellott, LLC
today announced that nine attorneys from Adelman Lavine Gold
Schildhorn and Kleban, including all present name partners, will
join the firm in a major expansion of Eckert Seamans' Philadelphia
office, effective April 2, 2007.  Adelman Lavine is one of the
nation's premier bankruptcy and insolvency boutiques, having
operated continuously in Philadelphia from its inception in 1950
and, more recently, in Wilmington.

Moving to Eckert Seamans are Lewis H. Gold, Gary M. Schildhorn,
Barry D. Kleban, Gary D. Bressler, Alan I. Moldoff, Kathleen E.
Torbit, Mark Pfeiffer, Alexander Moretsky, and Marie C. Dooley.

"With the addition of this group, Eckert Seamans has bolstered its
already strong capabilities in Pennsylvania and Delaware in the
areas of financial restructuring and insolvency, corporate and
business law, and commercial litigation," Tim Ryan, Chief
Executive Officer of Eckert Seamans, said.  "The addition brings
the Philadelphia office to approximately 50 lawyers."

"The Adelman firm has a long and well-deserved reputation for
excellence and they will be a great addition to our office and to
our firm," Albert Bixler, member in charge of Eckert Seamans'
Philadelphia office, added.

"Before making our decision, we knew everything we did had to be
in the best interests of our existing clients," Mr. Gold said.  
"We found that Eckert Seamans provided a solid fit on several
levels, from the chemistry among our attorneys, to the commitment
to providing quality counsel and the client-centered philosophies
we share.  We're looking forward to helping Eckert Seamans grow in
Philadelphia and Delaware, and the ability to provide deeper legal
resources and service in more practice areas to our existing
clients."

"In one move, we have doubled the size of our bankruptcy practice
and brought in a group of lawyers that will assist us in our
efforts to be a pre-eminent bankruptcy powerhouse, especially as
we continue our growth in Delaware," Kitt Turner, Chair of the
firm's Bankruptcy Group said.

Messrs. Gold, Schildhorn, Kleban, Bressler, and Moldoff, and Ms.
Torbit will join Eckert Seamans as members in the business
division.  Messrs. Pfeiffer, Moretsky and Ms. Dooley will join the
firm as associates.

Mr. Gold practices in the areas of corporate and business law,
commercial litigation, and bankruptcy.  He has been with the
Adelman firm since 1966.  Prior to joining Adelman, he was a trial
attorney with the U.S. Department of Justice, Civil Division, in
Washington, D.C.  He received his law degree from Villanova
University School of Law and earned his bachelor's degree from The
Pennsylvania State University.

Mr. Schildhorn focuses on corporate and business law, insolvency,
and corporate bankruptcy and reorganizations.  He earned his law
degree from Western New England School of Law and received his
bachelor's degree from the University of Maryland.

Mr. Kleban practices in the areas of insolvency and commercial
transactions, representing debtors and creditors' committees in
business bankruptcies and out of court restructurings.  He
received his law degree from the University of Pennsylvania Law
School and his bachelor's degree from The Pennsylvania State
University.

Mr. Bressler's focus is on business bankruptcy and insolvency,
with extensive experience representing debtors, trustees and
creditors' committees.  He earned his law degree from Villanova
University School of Law and his bachelor's degree from the
University of Pennsylvania.

Mr. Moldoff concentrates in the areas of bankruptcy
reorganization, commercial litigation and creditors' rights.  He
received his law degree from Rutgers School of Law, and his
bachelor's degree from Rutgers University.

Ms. Torbit practices in the areas of real estate, bankruptcy and
creditors' rights.  She received her law degree from Temple
University School of Law and her bachelor's degree from Boston
University.

Mr. Pfeiffer concentrates his practice in the areas of commercial
litigation, bankruptcy, and commercial transactions.  He earned
his law degree from Villanova University School of Law and his
bachelor's degree from Kings College.

Mr. Moretsky focuses on bankruptcy reorganization, commercial
litigation and creditors' rights.  He received his law degree from
Temple University School of Law and his bachelor's degree from The
Pennsylvania State University.

Ms. Dooley concentrates in the areas of bankruptcy, commercial
litigation and creditors' rights.  She received her law degree
from Villanova University School of Law and her bachelor's degree
from Duke University.

              About Eckert Seamans Cherin & Mellott

Based in Pittsburgh, Pennsylvania, Eckert Seamans Cherin &
Mellott, LLC -- http://www.eckertseamans.com/-- a national law  
firm with nine offices throughout the eastern United States,
provides a full range of legal services nationwide to businesses
of all sizes, institutions, municipalities, colleges and
universities, government agencies and individuals.  Its practice
areas encompass litigation, including mass tort and products
liability litigation, corporate and business law, intellectual
property law, labor and employment relations, aviation & aerospace
law, bankruptcy and creditors' rights, employee benefits,
environmental law, construction law, municipal finance, real
estate, and tax and estate law.  Eckert Seamans has offices in
Harrisburg, Philadelphia, and Southpointe, Pennsylvania;
Wilmington, Delaware; Morgantown, West Virginia; Boston,
Massachusetts, Washington, D.C. and White Plains, New York.


* Focus Management Awarded Healthcare & Services Deals of the Year
------------------------------------------------------------------
J. Tim Pruban, president of Focus Management Group, disclosed that
the firm was awarded the Health Care Deal of the Year and the
Services Deal of the Year for its lead role in the Chapter 11
filing and subsequent successful reorganization of Community
Eldercare Services, LLC.

The M&A Advisor recognized winners in 14 categories at the
Inaugural M&A Advisor Turnaround Awards Dinner, held in West Palm
Beach on March 19, 2007.  The recognition program honored top
professionals and the deals they completed in 2006 in the area of
Turnarounds, Reorganizations and Bankruptcy Restructurings.  Focus
Management Group was selected as a finalist in three separate
categories overall, and awarded first place in two such
categories.

"We are honored that the M&A Advisor chose to recognize Focus
Management Group for our accomplishments in this unique
transaction," said Mr. Pruban.  "The success of the Community
Eldercare Services reorganization had a positive impact on all
interested parties and demonstrated the expertise of our firm's
professionals in business restructuring and bankruptcy
management."

Community Eldercare Services, LLC, a regional nursing home chain,
was led through to its successful restructuring by Managing
Directors Jeff Granger and Gerry Paez.  Both are restructuring
specialists with extensive leadership experience in Chapter 11
reorganizations, financial restructurings and operational
turnarounds.

                     About Focus Management

Focus Management Group offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Greenwich, Los Angeles and Nashville, Focus Management Group
provides turn-key support to stakeholders including secured
lenders and equity sponsors. The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, case
management services, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking for distressed companies.

Focus Management Group has significant expertise in the insolvency
arena.  FOCUS Professionals have served debtors, creditors, and
unsecured stakeholders in their efforts to accomplish the best
outcome.

Over the past decade, Focus Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are Focus Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates Focus Management
Group from the competition.


* BOND PRICING: For the week of March 19 -- March 24, 2007
----------------------------------------------------------

  Issuer                              Coupon  Maturity  Price
  ------                              ------  --------  -----
Amer & Forgn Pwr                      5.000%  03/01/30    67
Antigenics                            5.250%  02/01/25    68
Anvil Knitwear                       10.875%  03/15/07    67
At Home Corp                          0.525%  12/28/18     1
At Home Corp                          4.750%  12/15/06     0
Atherogenics Inc                      1.500%  02/01/12    73
Autocam Corp.                        10.875%  06/15/14    70
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    15
Bank New England                      9.875%  09/15/99     7
Better Minerals                      13.000%  09/15/09    75
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    59
Calpine Corp                          4.000%  12/26/06    70
Cell Genesys Inc                      3.125%  11/01/11    73
Cell Therapeutic                      5.750%  06/15/08    69
Chic East Ill RR                      5.000%  01/01/54    71
Collins & Aikman                     10.750%  12/31/11     3
Comcast Holdings                      2.000%  10/15/29    41
Dana Corp                             5.850%  01/15/15    70
Dana Corp                             6.500%  03/01/09    73
Dana Corp                             6.500%  03/15/08    73
Dana Corp                             7.000%  03/01/29    72
Dana Corp                             7.000%  03/15/28    72
Dana Corp                             9.000%  08/15/11    71
Decode Genetics                       3.500%  04/15/11    70
Delco Remy Intl                       8.625%  12/15/07    73
Delco Remy Intl                       9.375%  04/15/12    17
Delco Remy Intl                      11.000%  05/01/09    14
Delta Air Lines                       2.875%  02/18/24    55
Delta Air Lines                       7.700%  12/15/05    54
Delta Air Lines                       7.900%  12/15/09    57
Delta Air Lines                       8.000%  06/03/23    56
Delta Air Lines                       8.300%  12/15/29    58
Delta Air Lines                       9.000%  05/15/16    57
Delta Air Lines                       9.250%  03/15/22    53
Delta Air Lines                       9.250%  12/27/07    61
Delta Air Lines                       9.750%  05/15/21    55
Delta Air Lines                      10.000%  08/15/08    57
Delta Air Lines                      10.000%  12/05/14    58
Delta Air Lines                      10.125%  05/15/10    53
Delta Air Lines                      10.375%  02/01/11    55
Delta Air Lines                      10.375%  12/15/22    57
Deutsche Bank NY                      8.500%  11/15/16    74
Diva Systems                         12.625%  03/01/08     0
Dov Pharmaceutic                      2.500%  01/15/25    70
Dura Operating                        8.625%  04/15/12    31
Dura Operating                        9.000%  05/01/09     5
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     12.750%  04/01/06     0
E.Spire Comm Inc                     13.000%  11/01/05     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Encysive Pharmacy                     2.500%  03/15/12    69
Exodus Comm Inc                      11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    56
Federal-Mogul Co.                     7.500%  01/15/09    58
Federal-Mogul Co.                     8.160%  03/06/03    75
Federal-Mogul Co.                     8.370%  11/15/01    73
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.400%  11/01/46    74
GB Property Fndg                     11.000%  09/29/05    57
Global Health Sc                     11.000%  05/01/08     7
Gulf States Stl                      13.500%  04/15/03     0
Home Prod Intl                        9.625%  05/15/08    26
Insight Health                        9.875%  11/01/11    30
Iridium LLC/CAP                      10.875%  07/15/05    21
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    23
Iridium LLC/CAP                      14.000%  07/15/05    23
IT Group Inc.                        11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    22
Kaiser Aluminum                      12.750%  02/01/03     3
Kellstrom Inds                        5.500%  06/15/03     4
Kellstrom Inds                        5.750%  10/15/02     4
Kmart Corp                            8.990%  07/05/10    28
Kmart Corp                            9.350%  01/02/20    12
Kmart Corp                            9.780%  01/15/20    28
Kmart Funding                         8.800%  07/01/10    27
Kmart Funding                         9.440%  07/01/18    15
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    63
Liberty Media                         4.000%  11/15/29    67
LTV Corp                              8.200%  09/15/07     0
Merisant Co                           9.500%  07/15/13    74
MRS Fields                            9.000%  03/15/11    68
New Orl Grt N RR                      5.000%  07/01/32    71
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    31
Northwst Stl&Wir                      9.500%  06/15/01     0
Nutritional Src                      10.125%  08/01/09    63
Oakwood Homes                         7.875%  03/01/04    11
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    68
Outboard Marine                       9.125%  04/15/17     3
Pac-West Telecom                     13.500%  02/01/09    23
Pac-West Telecom                     13.500%  02/01/09    32
PCA LLC/PCA FIN                      11.875%  08/01/09     3
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                     9.750%  12/01/06     8
Piedmont Aviat                       10.250%  01/15/49     0
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    42
Primus Telecom                        8.000%  01/15/14    58
PSINET Inc                           11.500%  11/01/08     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp                        6.500%  09/01/04     5
RJ Tower Corp.                       12.000%  06/01/13     9
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      8.700%  10/07/08    42
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.200%  03/22/08    53
United Air Lines                      9.210%  01/21/17    11
United Air Lines                      9.300%  03/22/08    57
United Air Lines                      9.350%  04/07/16    41
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    54
United Air Lines                     10.110%  02/19/49    53
United Air Lines                     10.125%  03/22/15    57
United Air Lines                     10.850%  02/19/15    53
Universal Stand                       8.250%  02/01/06     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.800%  01/01/49     0
US Air Inc.                          10.900%  01/01/49     0
USAutos Trust                         2.212%  03/03/11     8
Vesta Insurance Group                 8.750%  07/15/25     4
Werner Holdings                      10.000%  11/15/07     8
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    75
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.750%  04/15/10     0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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 ***