TCR_Public/070327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 27, 2007, Vol. 11, No. 73

                             Headlines

3DFX INTERACTIVE: Judge Efremsky Reverses Decision; Allows Media
3DFX INTERACTIVE: Judge Efremsky Okays Deal with Harbinger
ADESA INC: Launches Offering for $125 Million of 7-5/8% Notes
ABITIBI-CONSOLIDATED: Moody's Cuts Corporate Family Rating to B2
ADVA-LITE INC: Selling Assets at April 10 Auction

AES CORPORATION: Gets Waivers from Majority of Lenders
AGILENT TECH: Board Okays Acceleration of $2 Bil. Share Repurchase
AIRNET COMMUNICATIONS: Selling Patents and Patent Applications
ALPHARMA INC: Inks Amended Loan & Security Agreement with BofA
ALPHARMA INC: S&P Rates $300 Million 2.125% Senior Notes at B+

ANGIOTECH PHARMA: Safety Issues Cue S&P's Negative Outlook
ARCAP 2004-RR3: S&P Holds Low-B Ratings on 6 Certificate Classes
ASSOCIATED MATERIALS: Earns $33.2 Million in Yr. Ended December 31
AVIATION CAPITAL: Moody's Junks Rating on $24 Mil. Class D-1 Notes
BABSON CLO: Moody's Rates $25 Million Class D Notes at Ba2

BEAR STEARNS: DBRS Puts Low-B Ratings on Four Class Certificates
BEAR STEARNS: S&P Assigns Low-B Ratings to 4 Certificate Classes
BEAR STEARNS: S&P Raises Class E Certificates' Rating to CCC
BIRDS EYE: S&P Withdraws Ratings at the Company's Request
BLUEMOUNTAIN CLO: Moody's Rates $21.15 Million Junior Notes at Ba2

BONNIE SNAVELY: Case Summary & 12 Largest Unsecured Creditors
BOWATER INC: Moody's Cuts Senior Notes' Rating to B3 from B2
CANADA MORTGAGE: DBRS Upgrades Rating on Class F Certs. to BB
CATHOLIC CHURCH: San Diego Can Borrow $2.7MM to Pay Construction
CATHOLIC CHURCH: San Diego Can File Part of Schedule F Under Seal

CATHOLIC CHURCH: McCartin Wants Portland's Allied Terms Reported
CENT CDO: Moody's Rates $12.5 Million Class E Junior Notes at Ba2
CHAMPION ENTERPRISES: S&P Holds Corporate Credit Rating at B+
CHASE MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
CIFC FUNDING: Moody's Rates $17 Million Class B-2L Notes at Ba2

CITIZENS COMMS: Launches Cash Offering for Two Convertible Notes
COLLINS & AIKMAN: Former CEO Charged with Securities Fraud
COLLINS & AIKMAN: Inks Non-Prosecution Agreement with DOJ
CONGOLEUM CORP: Earns $679,000 in Year Ended December 31
CREDIT SUISSE: Moody's Cuts Rating on Class B Certificates to B1

CREDIT SUISSE: S&P Holds Low-B Ratings on 5 Certificate Classes
CREDIT SUISSE: S&P Cuts Rating on Class N Certs. to B- from BBB-
DAIMLERCHRYSLER: Magna Offering Up to $4.7BB for 25% of Chrysler
DELTA AIR: Court Approves Extension of Lease-Decision Period
DELTA AIR: Exclusive Solicitation Period Extended to June 1

DOLE FOOD: Posts $89 Million Net Loss in Year Ended December 30
DURA AUTOMOTIVE: Can Assume Bayer MaterialScience Sales Contract
DURA AUTOMOTIVE: Exclusive Plan-Filing Period Extended to May 23
EASTLAND CLO: Moody's Puts Ba2 Rating on $48 Million Class D Notes
EMPORIA PREFERRED: Moody's Rates $18.5 Mil. Class E Notes at Ba2

ENCOMPASS HOLDINGS: Posts $1.58MM Net Loss in Qtr. Ended Dec. 31
ENCOMPASS TELESERVICES: Case Summary & 20 Largest Unsec. Creditors
ENDOCARE INC: Ernst & Young LLP Raises Going Concern Doubt
ENRON CORP: Judge Harmon Okays $72.5 Million Andersen Settlement
FASTENTECH INC: Commences Cash Offer for 11-1/2% Senior Notes

FIRST FRANKLIN: Fitch Downgrades Ratings on 9 Certificate Classes
FLYI INC: Wants Court Approval on Cisco Agreement
FOSTER WHEELER: Good Performance Cues S&P's to Lift Ratings to BB
FRANCISCO RIVERA: Case Summary & 20 Largest Unsecured Creditors
FREEPORT-MCMORAN: S&P Rates Proposed $2.5 Bil. Stock Offering at B

GALE FORCE: Moody's Rates $29.1 Million Notes at Ba2
GALLATIN CLO: Moody's $15.5 Million Class B-2L Notes at Ba2
GENERAL MOTORS: Annual Stockholders' Meeting Scheduled on June 5
GENERAL MOTORS: Awards Stock Grants to Executives
GETTY IMAGES: Moody's Holds Ba2 Rating on $265 Million Debentures

G-FORCE: S&P Junks Rating on Class N Certificates
GOLDENTREE LOAN: Moody's Rates $17.8 Million Notes at Ba2
GOODYEAR TIRE: Sells Unit to Carlyle Group for $1.475 Billion
GREAT COMMISSION: Court Approves Province Valuation as Appraiser
GREENVILLE HOUSING: Moody's Withdraws Ca Rating on $14 Mil. Bonds

HANCOCK FABRICS: Can Borrow Up to $10 Million from Wachovia
HANCOCK FABRICS: Wants to Use Prepetition Lenders' Cash Collateral
HANCOCK FABRICS: NYSE Suspends Trading of Common Stock
HANCOCK FABRICS: Organizational Meeting Scheduled for April 4
HEALTHSOUTH CORP: Sells Surgery Division to TPG for $945 Million

HEALTHTRONICS INC: Revenue Drop Cues S&P's Negative Outlook
HKW TRADING: Court Sets May 30 as Claim Filing Deadline
INSURANCE AUTO: Launches Offering $150 Mil. of 11% Senior Notes
IRON AGE: Taps Great American to Liquidate Assets
J. CREW: Good Performance Prompts S&P's Positive Outlook

JP MORGAN: Moody's Junks Rating on Three Class Certificates
KENDLE INT'L: Posts $4.7 Million Net Loss in Quarter Ended Dec. 31
KOALA CORP: Case Summary & 60 Largest Unsecured Creditors
LEGACY LLC: Case Summary & 18 Largest Unsecured Creditors
LEINER HEALTH: FDA Action Prompts S&P's Negative CreditWatch

LIGAND PHARMACEUTICALS: Earns $141.4 Million in Qtr. Ended Dec. 31
LIGAND PHARMA: Reports $253 Million Cash Dividend to Shareholders
MAIN STREET: Committee Hires Shutts & Bowen as Counsel
MAIN STREET: Trustee Hires Freeman Dawson as Special Accountants
MARIA VISTA: Case Summary & 20 Largest Unsecured Creditors

MASSACHUSETTS HEALTH: Fitch Holds BB+ Rating on $9 Million Bonds
MASTR ALTERNATIVE: Moody's Junks Rating on 2 Certificate Classes
MGM MIRAGE: Appoints Daniel J. Taylor to Board of Directors
MIRACOR DIAGNOSTICS: Provides Financing Restructuring Update
MORGAN STANLEY: S&P Puts Notes' B- Rating on Positive CreditWatch

NATIONAL LAMPOON: Posts $1.7 Million Net Loss in Qtr Ended Jan. 31
NEENAH PAPER: Earns $2.7 Million in Quarter Ended December 31
NEW CENTURY: Analysts See Looming Bankruptcy Filing, WSJ Says
NEW CENTURY: Morgan Stanley to Sell 13,200 Mortgage Loans
NORTH CAROLINA MEDICAL: Fitch Holds BB- Rating on $49.8 Mil. Bonds

NORTHWEST AIRLINES: Court Approves Disclosure Statement
NORTHWEST AIRLINES: Plan Confirmation Hearing Scheduled on May 16
NORTHWEST AIRLINES: Withdraws $129MM Claim for Salaried Employees
NVE INC: Court Extends Exclusive Plan-Filing Period to April 5
NVIDIA CORP: Judge Efremsky Reverses Decision; Allows Media

OHA PARK: Moody's Assigns Ba2 Rating to $28 Million Class D Notes
ORCHID STRUCTURED: S&P Cuts Ratings on Two Certificates to B-
PREFERREDPLUS TRUST: S&P Lifts Rating on Class A & B Certs. to BB-
PROTECTION ONE: Dec. 31 Balance Sheet Upside-Down by $79.9 Million
REALOGY CORP: Moody's Junks Rating on Proposed $2.25 Billion Notes

REDDING TANK: Case Summary & 20 Largest Unsecured Creditors
REDONDO WASTE: Case Summary & Seven Largest Unsecured Creditors
RGIS INVENTORY: Blackstone Offer Cues S&P's Negative CreditWatch
RIVAS ALVARADO: Voluntary Chapter 11 Case Summary
ROACH AUTOMOTIVE: Voluntary Chapter 11 Case Summary

RURAL/METRO CORP: Dec. 31 Balance Sheet Upside Down by $92.9 Mil.
SBBR 1 LLC: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA ALTERNATIVE: S&P Holds B Rating on Class B-6 Certificates
SP NEWSPRINT: Moody's Affirms B1 Ratings & Says Outlook is Stable
SPARTA COMMERCIAL: Jan. 31 Balance Sheet Upside-down by $644,623

STANDARD MOTORS: Gets $275 Mil. Credit Facility with GE Capital
STANDARD PACIFIC: S&P Affirms Low-B Ratings & Says Outlook is Neg.
STANFIELD DAYTONA: Moody's Rates $21 Mil. Class B-2L Notes at Ba2
STEINWAY MUSICAL: Poor Performance Cues S&P to Downgrade Ratings
STONE TOWER: Moody's Rates $31 Mil. Class D Notes Due 2021 at Ba2

TEC ELECTRIC: Case Summary & 34 Largest Unsecured Creditors
TRALEE CDO: Moody's Assigns Ba2 Rating to $13.4 Mil. Class D Notes
TRAVELPORT: Moody's Junks Rating on New $1 Billion PIK Loan
UNIVEST MULTI-STRATEGY: Court Enters Permanent Injunction Order
VERTRUE INC: Inks $800 Mil. Acquisition Deal with Investor Group

WARD PRODUCTS: Plan Confirmation Hearing Scheduled on April 4
WII COMPONENTS: Amends Terms for 10% Senior Notes Offering

* Large Companies with Insolvent Balance Sheets

                             *********

3DFX INTERACTIVE: Judge Efremsky Reverses Decision; Allows Media
----------------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California reversed his decision and agreed
to open the court proceedings involving Nvidia Corp. and 3DFX
Interactive Inc., to the public and the press, the Mercury News
reports.

As reported in the Troubled Company Reporter on March 23, 2007,
Judge Efremsky had barred the media in the trial and asked parties
who wanted to observe the proceedings to sign confidentiality
agreements.

The reversal came after Mercury News' counsel objected to the non-
disclosure order.

The Mercury News further relates that although Judge Efremsky
allowed reporters to attend the trial without signing non-
disclosure agreements, he will ask reporters to leave the
courtroom if he deems that the documents involved in a testimony
is confidential in nature.

                        About NVIDIA Corp.

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

                      About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.

The Company filed for chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.


3DFX INTERACTIVE: Judge Efremsky Okays Deal with Harbinger
----------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California approved an agreement between a
committee representing 3DFX Interactive Inc.'s shareholders and
Harbinger Capital Partners, the Associated Press reports.

Under the agreement, Harbinger will pay $51.5 million for the
company's preferred stock.  The proceeds of the sale, according to
Reuters, will be used to pay the company's creditors.

The deal however is dependent on the result of the shareholders'
case against Nvidia Corp.

                              Lawsuit

Creditors of 3DFX sued Nvidia alleging that they are still owed
1 million shares of Nvidia's stock pursuant to a 2001 merger
agreement.  Nvidia had bought 3DFX for $70 million in cash but now
claims that those assets were just worth $14 million.

                      About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.

The Company filed for chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.


ADESA INC: Launches Offering for $125 Million of 7-5/8% Notes
-------------------------------------------------------------
ADESA, Inc. is offering to purchase for cash any and all of its
outstanding $125 million aggregate principal amount of 7-5/8%
Senior Subordinated Notes due 2012, on the terms and subject to
the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated March 22, 2007, and the accompanying
Consent and Letter of Transmittal.

The company is also soliciting consents from holders of the Notes
for certain amendments that would, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default contained in the indenture under which the Notes were
issued.  Adoption of the proposed amendments requires the consent
of holders of at least a majority of the aggregate principal
amount of the Notes outstanding.

As previously disclosed on Dec. 22, 2006, the company entered into
a definitive merger agreement under which affiliates of Kelso &
Co., GS Capital Partners, ValueAct Capital and Parthenon Capital
will acquire all of the company's outstanding common stock for
$27.85 per share in cash.  The completion of the Offer and Consent
Solicitation is not a condition to the consummation of the Merger.

The Consent Solicitation will expire at 5:00 p.m., New York time,
on April 5, 2007, unless earlier extended or terminated.  The
Offer will expire at 8:00 a.m., New York time, on April 23, 2007,
unless extended or earlier terminated.

The total consideration to be paid for each $1,000 in principal
amount of Notes validly tendered and accepted for purchase,
subject to the terms and conditions of the Offer Documents, will
be paid in cash and will be calculated based on a fixed spread
pricing formula.  The total consideration will be determined on
the third business day prior to the Expiration Time based, in
part, upon a fixed spread of 50 basis points over the yield on the
4.875 percent U.S. Treasury Note due May 31, 2008.  The total
consideration includes a consent payment equal to $30 per $1,000
in principal amount of Notes.  The detailed methodology for
calculating the total consideration for the Notes is outlined in
the Offer Documents.

Holders who validly tender their Notes on or prior to the Consent
Time will be eligible to receive the total consideration.  Holders
who validly tender their Notes after the Consent Time, but on or
prior to the Expiration Time, will be eligible to receive the
total consideration less the Consent Payment.  In either case, all
Holders who validly tender their Notes will receive accrued and
unpaid interest up to, but not including, the date of settlement.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time.

The company's Offer and Consent Solicitation are conditioned on,
among other things, the following:

    * the closing of the Merger shall have occurred;

    * all of the loans, reimbursement obligations and other
      obligations and liabilities of the company under its Amended
      and Restated Credit Agreement, dated as of July 25, 2005,
      shall have been paid in full and all commitments of the
      lenders thereunder to make loans or issue letters of credit
      shall have been terminated;

    * the company shall have received valid consents from holders
      of a majority of the aggregate principal amount of the
      Notes; and

    * a supplemental indenture which implements the proposed
      amendments in respect of the Notes upon receipt of the
      consents required for those amendments shall have been
      executed and delivered.

The company has retained Bear, Stearns & Co., Inc. to act as sole
Dealer Manager for the Offer and as the Solicitation Agent for the
Consent Solicitation.  Bear, Stearns & Co., Inc. can be contacted
at (212) 272-5112 (collect) or (877) 696-BEAR (toll free).

D.F. King & Co., Inc. is the Information Agent and can be
contacted at (212) 269-5550 (collect) or (888) 628-9011 (toll
free).  Copies of the Offer Documents and other related documents
may be obtained from the Information Agent.

                         About ADESA, Inc.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com-- is a wholesaler of vehicle auctions and
used vehicle dealer floor plan financing.  The company's
operations span North America with 54 ADESA used vehicle auction
sites, 42 impact salvage vehicle auction sites and 85 AFC loan
production offices.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and debt ratings on ADESA, Inc. on CreditWatch with
negative implications.  At the same time, S&P placed the 'B'
corporate credit and debt ratings on Insurance Auto Auctions, Inc.
on CreditWatch with positive implications.

The ratings actions follow the announcement that ADESA and IAAI
have entered into a definitive merger agreement to be acquired by
a group of private equity funds consisting of Kelso & Co., GS
Capital Partners, ValueAct Capital, and Parthenon Capital in a
transaction valued at $3.7 billion.


ABITIBI-CONSOLIDATED: Moody's Cuts Corporate Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Abitibi-Consolidated Inc.'s
corporate family rating and senior unsecured debt ratings by one
notch to B2 and B3 respectively.

At the same time, the company's speculative grade liquidity rating
was affirmed at SGL-2, indicating good liquidity.  Abitibi has
announced a plan to merge with Bowater Incorporated in the third
quarter of this year.  In light of continued uncertainty,
primarily with respect to the structural status of individual bond
issues at each company vis-a-vis the other and a yet-to-be
arranged operating credit facility, and the associated potential
that ratings for unsecured instruments may need to be revised as a
consequence of the pending merger, the ratings outlook remains
unchanged as developing.  Moody's does not expect the merger to
cause a revision to the B2 CFR.

The downgrade reflects prospects for weakening financial metrics
as a result of pricing declines, higher input costs and the
resulting pressure on margins.  With the CFR downgraded to B2,
credit metrics are now more closely aligned with expected
financial performance.  With newsprint pricing having come off
recent peak levels observed in 2006 (US$675/tonne) and with none
of the key industry participants taking steps to idle and or
shutter machines (current pricing is US$625/tonne), Moody's is
concerned that pricing will continue to drift lower during the
year.  Abitibi also has a significant lumber operation.  2007
results are expected to be adversely affected by the impact of a
very soft housing market.

Aside from low lumber prices, the housing market has prompted
significant supply curtailments.  A by-product of this is elevated
wood chip prices.  With wood chips being a key raw material input
to paper making.  While Abitibi has substantial backwards
integrated into wood chip supply, this will add to the margin
pressure that falling newsprint prices may cause.  While there is
some indication that some input costs such as energy, for example,
have moderated, and the CDN$ has depreciated slightly relative to
the US$, Moody's is concerned that the company will not be able to
generate significantly more cash flow than it did in 2006, and,
accordingly, will not be able to de-lever.

Given the ongoing displacement of print communication and the
associated decline of the North American newsprint and uncoated
mechanical paper manufacturers as advertising revenues continue to
migrate to digital media, it has proven to be very difficult for
the paper makers to recoup lost ground.

Accordingly, Moody's is concerned that the market peak may have
passed and that near-to-mid term prospects are weak-to-tepid at
best.  With Moody's having previously noted that it considered
Abitibi to be weakly positioned at the prior B1 rating level, with
very poor credit protection measures only being partially off-set
by favorable rating signals derived from business profile type
measures such as aggregate size and scale, and cost
competitiveness, the rating revision is warranted in light of
updated profit expectations.  At the B2 rating level, the company
is seen as being reasonably well positioned in the context of
current expectations.

With the corporate family rating adjusted downwards by one notch,
and with no changes to the company's capital structure, the
ratings of the senior unsecured notes were also adjusted downwards
by one notch as per Moody's loss given default methodology.  While
market conditions will continue to pose a challenge to Abitibi's
ability to reduce its debt load, the company's good liquidity
arrangements warrant affirmation of the SGL-2 speculative grade
liquidity rating.  As noted, owing to a number of uncertainties
related to the pending merger, the ratings outlook is developing.

Downgrades:

   * Abitibi-Consolidated Inc.

      -- Corporate Family Rating, Downgraded to B2 from B1

      -- Multiple Seniority Shelf, Downgraded to B3 from B2

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

   * Abitibi-Consolidated Company of Canada

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

      -- Senior Unsecured Shelf, Downgraded to B3 from B2

   * Abitibi-Consolidated Finance L.P.

      -- Multiple Seniority Shelf, Downgraded to B3 from B2

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

   * Donohue Forest Products Inc.

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

Abitibi-Consolidated Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated mechanical paper
and also has a significant lumber business.


ADVA-LITE INC: Selling Assets at April 10 Auction
-------------------------------------------------
Adva-Lite Inc. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to sell
substantially all of their assets at an auction on April 10, 2007,
at 10:00 a.m., Eastern Time.

The auction will be held at the offices of Young Conaway Stargatt
& Taylor, LLP, at 1000 West Street, Brandywine Building, in
Wilmington, Del.

To participate in the auction, competing bids must be filed on or
before 12:00 noon, Eastern Time, on April 9, 2007.

The Court will convene a hearing on April 11, 2007, 11:00 a.m.,
Eastern Time, to consider confirmation of the results of the sale.

The hearing will be held at:

      Courtroom No. 5
      U.S. Bankruptcy Court
      5th Floor
      No. 824 Market St.
      Wilmington, DE 19801

Objections to the sale are due on April 4, 2007.

                         Prepetition Debts

As of their bankruptcy filing, the Debtors disclose that they owe
their prepetition lenders these amounts:

     Description             Amount
     -----------             ------
     Revolving Loans      $5.9 million

     Term Loan A          $11.0 million

     Term Loan B          $10.9 million

     Term Loan D-1        $5.0 million

     Term Loan D-3        $10.0 million
     ----------------------------------
     Total                $43.8 million

To maximize value of their operations and preserve other benefits
of stakeholders, the Debtors decided to sell their business as a
going concern.

In this regard, the Debtors have obtained a commitment from the
Revolving Loan Lenders, the Term Loan A Lenders, and the Term Loan
B Lenders to provide secured postpetition financing to the
Debtors.

The stalking-horse bidder, Corvest SPV LLC, pursuant to an asset
purchase agreement dated Feb. 28, 2007, proposed to buy the
Debtors' assets in exchange for the:

   a) assumption of the debtor-in-possession obligations to the
      debtor-in-possession financing lenders and certain specified
      contracts, leases, trade creditor obligations;

   b) payment of $500,000 in cash to the Debtors for the
      benefit of their estates, plus $100,000 to fund
      administrative expenses of the estates; and

   c) satisfaction of the claims of the Term D Prepetition Lenders
      through the issuance of 15% of the equity of Corvest up to
      a maximum value of $5,000,000.

The Debtors retained the services of Houlihan, Lokey
Howard & Zukin Capital Inc. as their investment banker.

                       About Adva-Lite Inc.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Case Nos. 07-10264 through 07-10271).  The four affiliates filing
separate chapter 11 petitions are Toppers LLC, CGI Inc., It's All
Greek To Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young
Conaway Stargatt & Taylor LLP represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in the Debtors' case to date.  When
Adva-Lite sought protection from its creditors, it listed assets
and debts between $1 million to $100 million.


AES CORPORATION: Gets Waivers from Majority of Lenders
------------------------------------------------------
AES Corporation disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on March 22, 2007, it
obtained the necessary votes from a majority of its lenders under
both the senior bank facility and the senior unsecured credit
facility, to waive the respective events of default described
above.   Waivers have been executed with respect to each credit
facility.

Because the company has obtained these waivers, the company now
has access to the credit available under its senior bank facility
and senior unsecured credit facility.

                  Restatements and Default

As previously reported in the Troubled Company Reporter, the
company said that it was restating its previously reported
financial statements due to errors discovered by its management.
As a result, it has delayed the filing of its Form 10-K for the
year ending Dec. 31, 2006.  The company further disclosed that as
a result of the restatement, it was in default under its senior
bank credit facility.

A full-text copy of Amendment No. 10 and Waiver No. 6 dated as of
March 22, 2007 to Third Amended and Restated Credit and
Reimbursement Agreement is available for free at:

               http://ResearchArchives.com/t/s?1c2d

A full-text copy of Waiver No. 2 dated as of March 22, 2007 to the
Credit Agreement among The AES Corporation as Borrower, the Banks
listed therein, and Merrill Lynch Capital Corporation as
Administrative Agent, is available for free at:

               http://ResearchArchives.com/t/s?1c2e

                   About AES Corporation

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

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


AGILENT TECH: Board Okays Acceleration of $2 Bil. Share Repurchase
------------------------------------------------------------------
Agilent Technologies Inc.'s Board of Directors has authorized the
acceleration of its existing $2 billion share-repurchase program.
To date, the company has repurchased $500 million of the total
$2 billion and expects completion by the end of Agilent's fiscal
year.  At that time, Agilent will have cumulatively repurchased
$6.4 billion of the shares outstanding since the program's
inception in 2005.

"The Board's decision reflects the company's confidence in
Agilent's operating model," Bill Sullivan, Agilent president and
chief executive officer, said.  "It also underscores the company's
continuing commitment to return excess cash to the owners."

Agilent anticipates the share-repurchase program will be
implemented using a variety of methods, which may include open-
market purchases, block trades, accelerated share-repurchase
transactions or otherwise, or by any combination of such methods.
The number of shares to be repurchased and the timing of any
repurchases will depend on factors such as the stock price,
economic and market conditions, and corporate and regulatory
requirements.  The stock-repurchase program may be suspended or
discontinued at any time.

                    About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/--
is a measurement company and a technology leader in
communications, electronics, life sciences and chemical
analysis.  The company's 19,000 employees serve customers in more
than 110 countries.

                           *     *     *

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.  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.


AIRNET COMMUNICATIONS: Selling Patents and Patent Applications
--------------------------------------------------------------
AirNet Communications Corp. is selling its patents and patent
applications in order to satisfy its creditors under a
Reorganization Plan approved by the U.S. Bankruptcy Court for the
Middle District of Florida.

The portfolio of 59 issued U.S. patents, 31 issued foreign
patents, 7 pending U.S. and 18 pending foreign applications
includes seminal SDR Base Station patents dating back to the mid-
1990's, and covers a broad-range of hot technologies including
solutions for broadband SDR Base Stations, fundamental OFDM and
FFT-signal processing techniques, value-added wireless network
design, E911 Phase 2-related location services, frequency
optimization, and innovative wireless backhaul and power
management techniques.

The portfolio also features seminal patents covering emerging
Wireless Video delivery solutions like MediaFlo, DVB-H, and WiMAX,
as well as Wireless Data Networking utilizing a building's own
power lines (ala the HomePlug and related initiatives).

Originally spun out of Harris Corporation in 1994 to commercialize
its vision of flexible and programmable wireless infrastructure,
AirNet pioneered SDR Base Stations and many underlying
technologies and value-added solutions.  During its history AirNet
received almost $280 million in investment funding, won several
technology innovation awards, and installed its SDR Base Stations
in metropolitan and rural areas around the world.  AirNet's vision
of a more nimble and efficient wireless infrastructure truly lead
the marketplace.  SDR is now seen as key to the future of being
able to drive down the replacement costs involved with upgrading
existing networks to support new standards, technologies,
applications or solutions.  SDR Base Stations are software
reconfigurable to support multiple different wireless
communications standards and the continuous evolution and
improvement in Base Station components.  They also allow network
providers to quickly add new solutions while maintaining support
and compatibility for their large installed bases.  These
solutions are sold into the $29B+ US Wireless Equipment market.

In connection with its Chapter 11 proceeding, Pluritas, an
advisory firm that specializes in transacting patent assets, was
hired to package and market AirNet's patents and patent
applications to potential acquirers of these assets.

Bids on the patents and applications must be submitted in writing
by June 1, 2007 and must provide for an all-cash purchase.

Bids will be accepted on all the assets of the portfolio as well
as on individual cluster lots.

Interested parties should contact either Robert Aronoff (415) 503-
4075 or Andy Scott (415) 503-4074 at Pluritas, or visit
http://www.pluritas.com/AirNet.htm

                       About Pluritas

Pluritas , LLC -- http://www.pluritas.com/-- is a leading
transaction advisory firm that specializes in transactions driven
in large part by the value of the underlying patent assets.  The
Firm has been engaged in patent assignment transactions since
2002, with headquarters in San Francisco, California.

                 About AirNet Communications

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com/-- designs, manufactures,
and markets wireless infrastructure products and offers
infrastructure solutions for commercial GSM customers, and
government, defense, homeland security based agencies.  The Debtor
filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla.
Case No. 06-01171).  R. Scott Shuker, Esq., at Gronek & Latham,
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $15,701,881 and total debts of $21,615,346.

On Aug. 17, 2006, the Debtor filed its amended reorganization
plan, which was subsequently approved by the Court.  AirNet
emerged from Chapter 11 on Oct. 13, 2006.  AirNet's reorganization
plan calls for the sale of the AirNet patent portfolio to satisfy
the obligations to creditors.  Except for AirNet Communications
retaining a right to practice, the patents, through the Bankruptcy
process, are being offered to potential acquirers free of all
encumbrances.


ALPHARMA INC: Inks Amended Loan & Security Agreement with BofA
--------------------------------------------------------------
Effective March 14, 2007, Alpharma Inc. entered into an amendment
to its Amended and Restated Loan and Security Agreement, dated
March 10, 2006, with Bank of America N.A., as lender, issuing bank
and collateral, and administrative agent.

The Amendment provides that the Bank and the Required Lenders
consent to (i) the proposed issuance of certain new unsecured
senior notes, and (ii) providing a credit facility and certain
bank product services to the company's Chinese subsidiary.

On March 20, 2007, Alpharma Inc. closed the sale of $300 million
of its 2.125% Convertible Senior Notes due 2027.

A full-text copy of Alpharma and BofA's Amended Loan and Security
Agreement is available for free at:

               http://ResearchArchives.com/t/s?1c1c

Alpharma Inc. (NYSE: ALO) -- http://www.alpharma.com/-- is a
global generic pharmaceutical company with leadership positions in
products for humans and animals.  Alpharma is presently active in
more than 60 countries. Alpharma is a leading manufacturer of
generic pharmaceutical products in the U.S., offering solid,
liquid and topical pharmaceuticals.  It is also one of the largest
suppliers of generic solid dose pharmaceuticals in Europe, with a
presence in Southeast Asia.  Alpharma is among the world's leading
producers of several important pharmaceutical-grade bulk
antibiotics and is internationally recognized as a leading
provider of pharmaceutical products for poultry, swine and cattle.


ALPHARMA INC: S&P Rates $300 Million 2.125% Senior Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Alpharma Inc.  Standard & Poor's also assigned
its 'B+' senior unsecured debt rating to its $300 million 2.125%
senior convertible notes due 2027.  The outlook is stable.

"The ratings reflect the potential for increased competition
against Alpharma's main products and the likely need for the
company to conduct acquisitions and other business development
transactions in order to expand its pharmaceutical franchise,"
explained Standard & Poor's credit analyst Arthur Wong.  "This
is mitigated by the diversity of its three businesses:
pharmaceuticals, active pharmaceutical ingredients, and
animal health."

Proceeds from the company's recent offering of $300 million in
convertibles will likely be used to fund the expansion of the
company's drug portfolio.  Pro forma for the debt, Alpharma still
has a relatively solid financial profile, with debt to EBITDA of
only 2.2x.


ANGIOTECH PHARMA: Safety Issues Cue S&P's Negative Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Angiotech Pharmaceuticals Inc. to negative from stable.

At the same time, the 'B+' long-term corporate credit and senior
unsecured debt ratings and the 'B-' senior subordinated debt
rating on Angiotech were affirmed.

"The outlook revision reflects our ongoing concern with market
conditions for coated drug-eluting stents, which have been under
increasing scrutiny due to safety concerns," said
Standard & Poor's credit analyst Don Povilaitis.

Also of concern are Angiotech's credit metrics, which have
deteriorated since the American Medical Instruments Inc.
acquisition in Feb. 2006, and are expected to weaken further in
2007 given the expectation of lower earnings.

Vancouver, British Columbia-based Angiotech is a Canadian
specialty pharmaceutical company whose core strength is adding
pharmaceutical compounds to medical devices and targeting
interventions with high failure rates that can result in
costly corrective surgeries.  The company receives royalty
payments under a licensing agreement with marketing partner Boston
Scientific Corp. for paclitaxel, the drug used to coat the Taxus
Express and Taxus Libert, paclitaxel-eluting stent systems.  These
royalty payments are Angiotech's most important source of revenue
and represent a significant product concentration.

The very competitive drug-eluting stent market and the position of
potential new entrants will ultimately play important roles in the
company's ability to generate consistent free cash flow.

Currently, the highly cash-generative nature of the Taxus stent
allows for the conversion of about half of the company's EBITDA
into free cash flow.  But although Angiotech generated
$52.4 million in free cash flow in fiscal 2006, this could prove
difficult to sustain in 2007 given the risks associated with the
stent market and the lower royalty rate the company now receives
from BSX.

Somewhat offsetting the risks of substantial declines in free cash
flow are the company's limited working capital needs; modest
annual capital expenditures of about US$15 million, given
modern-owned facilities; and no major planned investments other
than an addition to laboratory space.

Nevertheless, other than an increase in cash balances in 2007,
which will result in a reduction in net debt, Standard & Poor's
does not expect any excess cash to be applied toward gross debt
reduction before 2008 at the earliest.

The negative outlook reflects Standard & Poor's expectation that
Angiotech's credit metrics will weaken throughout fiscal 2007 and
will not likely strengthen until 2008.  Should Taxus-related
royalty revenues become more acutely affected by competitive,
legal, or safety factors, thereby further depressing Angiotech's
cash flow, the ratings could be lowered.

Conversely, if BSX is able to successfully deal with the onset of
stent competition in the U.S. (expected by 2008) and,concurrently,
Angiotech is able to strengthen its capital structure, whether
through a recovery in stent royalty or medical device revenues,
then the outlook could be revised to stable.


ARCAP 2004-RR3: S&P Holds Low-B Ratings on 6 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
15 classes of commercial mortgage-backed securities pass-through
certificates from ARCap 2004-RR3 Resecuritization Inc.

The affirmations reflect credit support levels that adequately
support the existing ratings.

As of the March 21, 2007, remittance report, the collateral pool
consisted of 57 classes of subordinated fixed-rate CMBS
pass-through certificates with an aggregate principal balance of
$539.6 million, compared with 57 classes of certificates totaling
$545.4 million at issuance.  The collateral pool represents 19
distinct CMBS transactions issued between 1999 and 2004.

In addition, 58% of the collateral balance is concentrated in five
underlying transactions:

     -- Chase Manhattan Bank - First Union National Bank
        Commercial Mortgage Trust's series 1999-1 (20%);

     -- Mortgage Capital Funding's series 1998-MC1 (14%);

     -- First Union Bank - Bank of America N.A.'s series 2001-C1
        (9%);

     -- Prudential Securities Secured Financing Corp.'s series
        1999-C2(8%); and

     -- JP Morgan Commercial Mortgage Finance Corp.'s series 2000-
        C10 (7%).

The 19 CMBS transactions are collateralized by 2,925 loans with a
current outstanding principal balance of $15.8 billion, down from
3,311 loans with an aggregate principal balance of $20.6 billion
at issuance.

The certificates in the collateral pool exhibit credit
characteristics consistent with a 'BB-' rated obligation, up from
'B+' at issuance.  Although none of the certificates had
investment-grade ratings or were issued credit estimates
commensurate with investment-grade obligations at issuance, 19.5%
currently have low investment-grade ratings.

Since the collateral for the mortgage certificates consists of
CMBS pass-through certificates rather than mortgage loans, there
is no direct relationship between real estate losses in the loan
pools and losses realized by the series 2004-RR3 transaction.

Losses associated with the mortgage loans are first realized by
the CMBS trusts that issued the pass-through certificates secured
by the mortgage loans.  The losses on the pass-through certificate
balances are then allocated to the balances of the mortgage
certificates from series 2004-RR3.  The resultant credit
enhancement levels adequately support the affirmed ratings.

                         Ratings Affirmed

                ARCap 2004-RR3 Resecuritization Inc.

                    Commercial Mortgage-Backed
               Securities Pass-Through Certificates

               Class     Rating   Credit enhancement
               -----     ------   ------------------
               A-1       AAA            40.24
               A-2       AAA            40.24
               B         AA             32.66
               C         A              26.85
               D         A-             25.58
               E         BBB+           22.55
               F         BBB            20.02
               G         BBB-           17.62
               H         BB+            14.21
               J         BB             12.57
               K         BB-            11.05
               L         B+              9.41
               M         B               7.01
               N         B-              6.00
               X         AAA             N/A

                      N/A -- Not applicable.


ASSOCIATED MATERIALS: Earns $33.2 Million in Yr. Ended December 31
------------------------------------------------------------------
Associated Materials, Inc. for the year ended Dec. 30, 2006,
reported a net income of $33.29 million on net sales of
$1.25 billion, versus a net income of $22.46 million on net sales
of $1.17 billion for the year ended Dec. 31, 2005.

The increase in net sales for the year 2006 was driven primarily
by the continued realization of selling price increases
implemented in late 2005 and early 2006, unit volume growth in the
company's vinyl window operations, as well as the benefit from a
stronger Canadian dollar.

Gross profit for the year ended Dec. 30, 2006, was $302.3 million,
as compared with a gross profit of $267.3 million for the same
period in 2005.

The company implemented headcount reductions in the fourth quarter
of 2006 in response to the difficult market conditions, which are
expected to save about $4.5 million in 2007.

The company's balance sheet as of Dec. 30, 2006, listed total
assets of $786.33 million and total liabilities of
$520.26 million, resulting to total stockholders' equity of
$266.07 million.

                            Liquidity

At Dec. 30, 2006, the company had cash and cash equivalents of
$15.01 million and available borrowing capacity of about
$80.8 million under the revolving loan portion of its second
amended and restated credit facility.  The facility requires the
company to pay a commitment fee of 0.375% per annum on any unused
amounts under the revolving portion of the facility.  Outstanding
letters of credit at Dec. 30, 2006 totaled about $9.2 million
securing various insurance letters of credit.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c24

                    About Associated Materials

Associated Materials, Inc. -- http://www.associatedmaterials.com/
-- manufactures exterior residential building products, which are
distributed through company-owned distribution centers and
independent distributors across North America.  The company
produces a range of vinyl windows, vinyl siding, aluminum trim
coil, aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  The company is a privately held, wholly
owned subsidiary of Associated Materials Holdings, Inc., which is
a wholly owned subsidiary of AMH Holdings, Inc., which is a wholly
owned subsidiary of AMH Holdings II, Inc., which is controlled by
affiliates of Investcorp S.A. and Harvest Partners, Inc.

                           *     *     *

Associated Materials, Inc. carries Moody's B3 ratings on the
company's corporate family rating and AMH Holdings, Inc.'s senior
secured credit facilities.  Ratings Outlook is Stable.


AVIATION CAPITAL: Moody's Junks Rating on $24 Mil. Class D-1 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded four notes issued by Aviation
Capital Group Trust, Series 2000-1.

Downgraded

   * Aviation Capital Group Trust, Series 2000-1

      -- $364.0 Million Class A-1 Floating Rate Notes due
         Nov. 15, 2025, downgraded to Ba3 from Baa2;

      -- $52.3 Million Class B-1 Floating Rate Notes due
         Nov. 15, 2025, downgraded to B3 from Baa3;

      -- $65.7 Million Class C-1 Floating Rate Notes due
         Nov. 15, 2025, downgraded to Caa3 from B1;

      -- $24.4 Million Class D-1 Fixed Rate Notes due
         Nov. 15, 2025, downgraded to Ca from B3.

Portfolio maintenance expenses in recent months have drawn heavily
upon deal reserves in this transaction, reducing the Investment
Agreement Account from $30 million to $12.3 million.  Future
maintenance expenses could further deplete reserves, thereby
further reducing credit support available to the transaction.
Lease cash flows may not be sufficient to replenish the reserves,
particularly in the near term.


BABSON CLO: Moody's Rates $25 Million Class D Notes at Ba2
----------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Babson CLO Ltd. 2007-I:

   * Aaa to the $298,000,000 Class A-1 Senior Floating Rate Notes
     Due 2021

   * Aaa to the $220,000,000 Class A-2a Senior Floating Rate
     Notes Due 2021

   * Aa1 to the $55,000,000 Class A-2b Senior Floating Rate Notes
     Due 2021

   * Aa2 to the $42,500,000 Class A-3 Senior Floating Rate Notes
     Due 2021

   * A2 to the $36,500,000 Class B-1 Deferrable Mezzanine
     Floating Rate Notes Due 2021

   * A2 to the $6,000,000 Class B-2 Deferrable Mezzanine Fixed
     Rate Notes Due 2021

   * Baa2 to the $25,000,000 Class C Deferrable Mezzanine
     Floating Rate Notes Due 2021

   * Ba2 to the $21,000,000 Class D-1 Deferrable Mezzanine
     Floating Rate Notes Due 2021

   * Ba2 to the $4,000,000 Class D-2 Deferrable Mezzanine Fixed
     Rate Notes Due 2021

   * A3 to the $10,000,000 Class Q Combination Notes Due 2021

   * Aaa to the $8,000,00 Class P Notes Due 2021

The Moody's ratings of the Rated Notes address the ultimate cash
receipt of all required interest and principal payments, as
provided by the governing documents, and are based on the expected
loss posed to holders relative to the promise of receiving the
present value of such payments.  The rating assigned to the Class
Q Combination Notes addresses solely the ultimate repayment of the
Rated Amount.  The rating assigned to the Class P Notes addresses
solely the ultimate repayment of the Class P Rated Balance.


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


BEAR STEARNS: DBRS Puts Low-B Ratings on Four Class Certificates
----------------------------------------------------------------
Dominion Bond Rating Services assigned these ratings to the NIM
Notes, Series 2007-N3-VII and Series 2007-N3-VIII issued by Bear
Stearns Structured Products Inc. NIM Trust 2007-N3 Notes.

   * $10.4 million Class VII-A-1 rated at A (low)
   * $3.8 million Class VII-A-2 rated at BBB (low)
   * $1.4 million Class VII-A-3 rated at BB (high)
   * $7.5 million Class VII-A-4 rated at B

   * $6.8 million Class VIII-A-1 rated at A (low)
   * $1.6 million Class VIII-A-2 rated at BBB (low)
   * $0.76 million Class VIII-A-3 rated at BB (high)
   * $5 million Class VIII-A-4 rated at B

The NIM Notes, Series 2007-N3-VII are backed by 100% interest in
the underlying Class C Certificates issued by BSMF Trust 2007-SL2;
and the NIM Notes, Series 2007-N3-VIII are backed by 100% interest
in the underlying Class C Certificates issued by the underlying
SACO I Trust 2007-2.  The underlying Class C Certificates will be
entitled to receive the excess cash flows and prepayment charges,
if any, generated by the mortgage loans each month after payment
of all the required distributions.  The NIM Notes, Series 2007-N3-
VII and Series 2007-N3-VIII will also be entitled to the benefits
of underlying swap agreements with Bear Stearns Financial Products
Inc.

Payments on the NIM Notes, Series 2007-N3-VII and Series 2007-N3-
VIII will be made on the first business day after the distribution
date of the underlying certificates, commencing in March 2007.

In the case of NIM Notes, Series 2007-N3-VII, the distribution
of interest will be made sequentially to noteholders of Classes
VII-A-1 through VII-A-3.  Principal distribution will be made
sequentially to noteholders of Classes VII-A-1 through VII-A-4
until the principal balance of each such class has been paid to
zero.  Any remaining amounts will be paid in full to the holders
of the Class VII-C Notes issued by the NIM Trust.

In the case of NIM Notes, Series 2007-N3-VIII, the distribution of
interest and principal will be made sequentially to noteholders of
Classes VIII-A-1 through VIII-A-4 until the principal balance of
each such class has been paid to zero.  Any remaining amounts will
be paid in full to the noteholders of the Class VIII-C issued by
the NIM Trust.

The Classes I-C through X-C Notes, as well as the NIM Notes,
Series 2007-N3-I through Series 2007-N3-VI and Series 2007-N3-IX
through Series 2007-N3-X are not rated by DBRS.

Approximately 76.74% of the mortgage loans in the BSMF Trust
2007-SL2 were purchased by EMC Mortgage Corporation and 23.26%
were originated by Bear Stearns Residential Mortgage Corporation.
The mortgage loans in the SACO I Trust 2007-2 were primarily
originated by Suntrust Mortgage Corporation, SouthStar Funding,
LLC, and Aegis Mortgage Corporation.  The loans from the BSMF
Trust 2007-SL2 and the SACO I Trust 2007-2 are fixed-rate, second-
lien mortgage loans, which are subordinate to the senior-lien
mortgage loans on the respective properties.


BEAR STEARNS: S&P Assigns Low-B Ratings to 4 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust
Series 2007-BBA8's $1.48 billion commercial mortgage
pass-through certificates series 2007-BBA8.

The preliminary ratings are based on information as of
March 23, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the trust pool has a debt service coverage of 1.73x based
on a weighted average stressed constant of 10.02% and a beginning
and ending LTV of 60.9%.

                   Preliminary Ratings Assigned

                 Bear Stearns Commercial Mortgage
                 Securities Trust Series 2007-BBA8



                                                   Recommended
                                     Preliminary      credit
    Class               Rating          amount        support
    ------              ------       ------------- ------------
    A-1                  AAA          $887,019,375    40.188%
    A-2                  AAA          $295,673,125    20.250%
    X-1A*                AAA        $1,483,000,000       N/A
    X-1B*                AAA        $1,483,000,000       N/A
    X-2*                 AAA                   TBD       N/A
    X-3*                 AAA           $82,500,000       N/A
    X-1M*                AAA          $835,000,000       N/A
    X-2M*                AAA          $598,400,000       N/A
    B                    AA+           $40,782,500    17.500%
    C                    AA            $40,782,500    14.750%
    D                    AA-           $40,782,500    12.000%
    E                    A+            $42,636,250     9.125%
    F                    A             $25,952,500     7.375%
    G                    A-            $24,098,750     5.750%
    H                    BBB+          $18,514,262     4.502%
    J                    BBB           $19,588,010     3.181%
    K                    BBB-          $24,925,228     1.500%
    L                    BBB-          $22,245,000     0.000%
    MS-X                 A+           $236,600,000       N/A
    MS-1                 A+            $26,700,000       N/A
    MS-2                 A             $31,040,496       N/A
    MS-3                 A-            $27,259,503       N/A
    MS-4                 BBB+          $55,700,000       N/A
    MS-5                 BBB           $29,800,000       N/A
    MS-6                 BBB-          $48,407,965       N/A
    MS-7                 BB+           $17,692,036       N/A
    PH-1                 BB+            $4,500,000       N/A
    PH-2                 BB            $11,250,000       N/A
    PH-3                 BB-            $4,540,000       N/A
    MA-1                 NR             $4,900,000       N/A
    MA-2                 NR             $3,400,000       N/A
    MA-3                 NR             $3,500,000       N/A
    MA-4                 NR             $5,700,000       N/A
    CA-1                 NR             $2,500,000       N/A
    CA-2                 NR             $1,500,000       N/A
    CA-3                 NR             $1,000,000       N/A

            *Interest-only class with a notional amount.
                     N/A -- Not applicable.
                    TBD -- To be determined.
                       NR -- Not rated.


BEAR STEARNS: S&P Raises Class E Certificates' Rating to CCC
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
E corporate lease-backed certificates from Bear Stearns Commercial
Mortgage Securities Inc.'s series 1999-CLF1 to 'CCC' from 'D'.
Concurrently, the ratings were affirmed on the six other classes
from the same transaction.

The rating on class E was set to 'D' on Dec. 22, 2006, to reflect
a principal loss following the liquidation of a property formerly
occupied by Winn-Dixie Stores Inc.  The liquidation resulted in an
89% loss on the asset, which caused the class certificates E to
incur a principal loss of $288,342.63.

In response, the trust filed a claim in bankruptcy court for
approximately $770,000 for unpaid rent and other charges
associated with the liquidated property.  This claim was paid in
late December 2006 with 35,727 shares of new Winn Dixie stock.
The trust's interest in these shares was sold in December 2006,
and the proceeds were distributed to the trust.  These
distributions were reflected on the February 2007 and March 2007
remittance reports.

Consequently, the principal balance for the class E certificates
was effectively reinstated as of March 2007, which prompted a re-
analysis of the transaction.  The raised and affirmed ratings
reflect the recent analysis.

As of the March 21, 2007, remittance report, the transaction
consisted of 156 loans with an aggregate balance of $283 million.

                          Rating Raised

                     Bear Stearns Commercial
                     Mortgage Securities Inc.

                     Corporate Lease-Backed
                  Certificates Series 1999-Clf1

                     Rating
                     ------
         Class   To         From   Credit enhancement
         -----   --         ----   ------------------
         E       CCC        D            0.11%

                         Ratings Affirmed

                     Bear Stearns Commercial
                     Mortgage Securities Inc.

                     Corporate Lease-Backed
                  Certificates Series 1999-CLF1

             Class    Rating     Credit enhancement
             -----    ------     ------------------
             A-3      AAA              21.45%*
             A-4      AAA              21.45%*
             B        AAA              15.69%
             C        A+               10.27%
             D        B                 1.47%
             X        AAA               N.A.

        * Does not reflect financial guarantee insurance
          policy issued by MBIA Insurance Corp.

                  N.A. -- Not applicable.


BIRDS EYE: S&P Withdraws Ratings at the Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and all other ratings on Rochester, New York-based Birds
Eye Foods Inc. at the company's request.

"This action follows the company's successful refinancing of
balances outstanding under a $470 million senior secured credit
facility," said Standard & Poor's credit analyst Alison Sullivan.


BLUEMOUNTAIN CLO: Moody's Rates $21.15 Million Junior Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by
BlueMountain CLO III Ltd.:

   * Aaa to the $131,487,500 Class A-1a Senior Floating Rate
     Notes, due 2021;

   * Aaa to the $131,487,500 Class A-1b Senior Floating Rate
     Notes, due 2021;

   * Aaa to the $50,000,000 Class A-2 Senior Revolving Floating
     Rate Notes, due 2021;

   * Aa2 to the $31,500,000 Class B Senior Floating Rate Notes,
     due 2021;

   * A2 to the $29,250,000 Class C Deferrable Mezzanine Floating
     Rate Notes, due 2021;

   * Baa2 to the $20,250,000 Class D Deferrable Mezzanine Floating
     Rate Notes, due 2021 and

   * Ba2 to the $21,150,000 Class E Deferrable Junior Floating
     Rate Notes, due 2021.

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

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

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


BONNIE SNAVELY: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bonnie G. Snavely
        29655 232nd Avenue Southeast
        Black Diamond, WA 98010

Bankruptcy Case No.: 07-11283

Type of Business: The Debtor previously filed for chapter 11
                  protection on March 15, 2002 (Bankr. W.D.
                  Wash. Case No. 02-13205).

Chapter 11 Petition Date: March 25, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jan Samuel Ostrovsky, Esq.
                  Crocker Kuno Ostrovsky LLC
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  Fax: (206) 624-8598

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Richard Williams                 Promissory Note         $108,358
2821 St. Thomas Drive
Missoula, MT 59803

Joe Wilcynski CPA                Accounting Services     $104,357
1015 3rd Avenue, Suite 950
Seattle, WA 98104

1st National Bank of Montana     Promissory Note         $103,777
201 North Higgins Avenue
Missoula, MT 59802

DTJ Design                       Goods/Services           $55,206

James A. Patten                  Legal Services           $55,000

Bullivant Houser                 Legal Services           $15,000

Professional Consultants         Goods/Services            $7,772

Crowley Haughey                  Legal Services            $6,764

Cosner Associates                Accounting Services       $6,238

Kembel Kosena & Co.              Appraisal                 $4,250

Datsopoulos McDonald Lind        Legal Services            $2,013

Otten Johnson                    Legal Services            $1,997


BOWATER INC: Moody's Cuts Senior Notes' Rating to B3 from B2
------------------------------------------------------------
Moody's Investors Service downgraded Bowater Incorporated's long
term debt ratings by one notch with the company's corporate family
rating downgraded to B2 from B1, and its senior unsecured notes
downgraded to B3 from B2.

At the same time, Moody's affirmed Bowater's SGL-2 speculative
grade liquidity rating.  Bowater has announced a plan to merge
with Abitibi-Consolidated Inc. that is expected to close in third
quarter of this year.  In light of continued uncertainty,
primarily with respect to the structural status of individual bond
issues at each company vis-a-vis the other and a yet-to-be
arranged operating credit facility, and the associated potential
that ratings for unsecured instruments may need to be revised as a
consequence of the pending merger, the ratings outlook remains
unchanged as developing.  Moody's does not expect the merger to
cause a revision to the B2 CFR.

The downgrade reflects prospects for weakening financial metrics
as a result of pricing declines, higher input costs and the
resulting pressure on margins.  With the CFR downgraded to B2,
credit metrics are now more closely aligned with expected
financial performance.  With newsprint pricing having come off
recent peak levels observed in 2006 and with none of the key
industry participants taking steps to idle and or shutter
machines, Moody's is concerned that pricing will continue to drift
lower during 2007.

In addition, pricing has been under pressure in the related coated
mechanical papers market in which Bowater has exposure.  Bowater
also produces market pulp, and while pulp pricing has been strong
since the beginning of 2006, elevated prices for wood chips may
mute much of what would otherwise be strong profit margins.
Elevated wood chip prices will also adversely affect newsprint and
uncoated mechanical paper margins, and is a by-product of a weak
housing market.  This results from lumber supply curtailments that
reduce the supply of residual wood chips.

There is also the impact of lower lumber prices, a factor that
also affects Bowater given its lumber operations.  All of these
factors point to 2007 being a difficult year.  Bowater has some
remaining capacity to divest of timberlands and repay debt.  While
this is positive, it does not change the fact that the underlying
business is expected to generate weak returns.  This continues a
multi-year trend.  On balance, and abstracting from one-time
events, Moody's expects 2007 financial performance to be broadly
similar to what was observed over the past couple of years.

Moody's is concerned that the market peak may have passed and that
near-to-mid term prospects are weak-to-tepid at best.  With
Moody's having previously noted that it considered Bowater to be
weakly positioned at the prior B1 rating level, with very poor
credit protection measures only being partially off-set by
favorable rating signals derived from business profile type
measures such as aggregate size and scale and cost
competitiveness, updated expectations concerning 2007 caused the
rating revision.  Whereas Moody's had expected margin expansion
and debt reduction, it is now unlikely that this will occur, at
least by way of cash flow from operations.  At the B2 rating
level, the company is now seen as being reasonably well positioned
in the context of the current outlook.

With the corporate family rating downgraded by one notch, and with
no changes to the company's capital structure, the ratings on the
senior unsecured notes were also downgraded to B3 from B2 as per
Moody's loss given default methodology.  While market conditions
will continue to pose a challenge to Bowater's results, the
company's good liquidity arrangements warrant affirmation of the
SGL-2 speculative grade liquidity rating.  As noted, owing to a
number of uncertainties related to the pending merger, the ratings
outlook is developing.

Downgrades:

   * Bowater Inc.

      -- Corporate Family Rating, Downgraded to B2 from B1

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

   * Bowater Canada Finance Corp.

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
         from B2

Bowater Incorporated, headquartered in Greenville, South Carolina
is a global leader in newsprint, with additional operations in
coated and uncoated groundwood papers, bleached kraft pulp, and
lumber products.


CANADA MORTGAGE: DBRS Upgrades Rating on Class F Certs. to BB
-------------------------------------------------------------
Dominion Bond Rating Service upgraded the ratings of five classes
of Canada Mortgage Acceptance Corporation Pass-Through
Certificates, Series 2004-C2:

   * Class B upgraded to AAA from AA
   * Class C upgraded to AA from A
   * Class D upgraded to A from BBB
   * Class E upgraded to BBB from BB
   * Class F upgraded to BB from B

In addition, DBRS has also confirmed two classes of the
Certificates as follows:

   * Class A at AAA
   * Class IO at AAA

The upgrade and confirmation are based on these factors:

   a. high levels of structural enhancement, which are
      significantly higher than the initial enhancement levels;

   b. high quality borrowers; and

   c. experience of GMAC Residential Funding Company LLC in the
      residential mortgage market.

The Class IO Certificates represent interest only "strips" and are
sensitive to prepayment assumptions.  The AAA rating reflects the
requirement that interest payments are made as per the legal
documentation and does not evaluate the risks associated with
prepayment.

GMAC Residential Funding of Canada, the mortgage originator, is
a wholly-owned subsidiary of RFC, which is owned by Residential
Capital LLC.  RFOC has issued $2 billion RMBS since 2004.  This
was RFOC's second public securitization transaction.


CATHOLIC CHURCH: San Diego Can Borrow $2.7MM to Pay Construction
----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California authorizes The Roman Catholic
Bishop of San Diego to borrow $2,700,000 from ALSAM Foundation, on
a postpetition basis and on the same terms and secured by the same
collateral as the ALSAM Prepetition Financing.

The $2,700,000 will pay construction costs incurred for March and
much of the budgeted amounts for April as set forth in the budget
as are incurred pursuant to the current non-accelerated
construction schedule until conclusion of a final hearing on the
request, Judge Adler says.

According to the Court, the amounts advanced by ALSAM for the
Interim Financing will be on the same terms and conditions and
the same priority as to collateral as currently in effect
pursuant to the ALSAM Loan Documents, and ALSAM will not receive
an administrative expense priority for the amounts advanced for
the Interim Financing.

On or before March 28, 2007, counsel for San Diego and ALSAM will
advise the Official Committee of Unsecured Creditors as to
whether ALSAM will release its lien on Marian High School, which
is currently further security for the ALSAM Prepetition Financing.

San Diego will not expend any of its own funds except in the
ordinary course with respect to the construction of Mater Dei High
School, during the term of the Interim Order, provided that
nothing will preclude San Diego from seeking authority to expend
the funds.

Judge Adler will convene a final hearing on San Diego's request
on April 11, 2007, at 2:00 p.m.

                      Property of the Estate

Judge Adler declares that by virtue of San Diego's and Bishop
Robert Brom's representation, Marian High School and the Mater
Dei High School are property of the estate pursuant to Section
541 of the Bankruptcy Code.

No third party, including, any civil entity, religious order,
institution or juridical person has any interest in Marian and,
except for the recorded liens of ALSAM and any interests that
might be asserted by any general or sub-contractors for
construction of Mater Dei or with respect to the anticipated
opening and operation of Mater Dei, no third party has any
interest in Mater Dei, Judge Adler adds.  The Parishes have not,
and will not, assert any interest in Marian or Mater Dei, he
continues.

                        Avoidance Actions

If third parties, other than ALSAM, assert any interest in
Marian, the effect of which would be to reduce the amount
realized by San Diego upon a sale of Marian or San Diego's use of
the proceeds, San Diego will pursue avoidance of the interests
pursuant to its avoidance powers under Section 544 of the
Bankruptcy Code, Judge Adler rules.

If San Diego does not pursue Avoidance, or if its prosecution of
the Avoidance action is not satisfactory to the Committee in its
sole and absolute discretion, upon request of the Committee, San
Diego will immediately assign the Avoidance action to the
Committee.  The assignment will only be with respect to Avoidance
as to Marian and not as to any other property, claims or rights
of the Diocese and will not constitute nor will it be deemed to
be:

    (a) an admission that the Committee or any other third party
        is entitled to pursue or has a right to an assignment of
        any of San Diego's avoidance powers including its powers
        pursuant to Section 544;

    (b) a basis for determining that any of the avoidance powers
        of the Diocese provided to it by the Bankruptcy Code,
        including its powers pursuant to Section 544, should be
        assigned to or pursued by a Committee or any other third
        party.

San Diego will meaningfully consult with the Committee regarding
appointment of a broker to sell any of the Diocese's real estate
and any offers or counteroffers received from third parties for
the sale of any of the real estate.

The Interim Order will be without prejudice to any creditor or
party-in-interest with standing, raising any issue regarding the
ALSAM Loan at the Final Hearing nor will the Interim Order
constitute any findings regarding the nature, extent and validity
of any liens, claims or interests of any third party with respect
to Marian or Mater Dei, Judge Adler says.

                      About San Diego Diocese

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

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


CATHOLIC CHURCH: San Diego Can File Part of Schedule F Under Seal
-----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California allows The Roman Catholic
Bishop of San Diego to maintain the confidentiality of the
identities of victims of sexual abuse including names of victims
of sexual abuse and any other identifying information like social
security numbers, addresses, telephone numbers, names of close
relatives, email addresses, or other similar information.

"Provisionally, [San Diego] is authorized to file portions of
Schedule F, and the Master Mailing List containing the
Confidential Identifying Information under seal," Judge Adler
says.

However, the procedure will be reviewed, for modification, if
necessary, on April 11, 2007, at 2:00 p.m., Judge Adler
maintains.

Judge Adler further authorizes San Diego to provide the Sealed
Pleadings to the U.S. Trustee who is authorized to use the
Pleadings in discharge of its duties and obligations including
the solicitation and appointment of any committee.

If any party files a pleading, report or other document that
contains Confidential Identifying Information, that party must
file the original pleading containing the Confidential
Identifying Information under seal with the Clerk of the Court,
and must file a duplicate of that pleading electronically in the
public file with the Confidential Identifying Information
redacted.  The party filing the pleading, report or other
document containing the Confidential Identifying Information must
serve a copy of the unredacted version on San Diego and the
affected party.

According to Judge Adler, nothing will prevent a victim of sexual
abuse from choosing to make his or her identity public by
affirmatively giving notice to the Court and San Diego that he or
she does not want his or her identity kept confidential.  The
procedure for noticing and soliciting responses from these
claimants about whether he or she wants his or her identity to be
kept confidential in public Bankruptcy Court records and whether
each claimant has used a real name in previous public court
records related to their claims will be determined as soon as the
Creditors Committee is formed and retains counsel.  The Creditors
Committee will send the confidential notices to claimants and
report the results to the Court as soon as practicable.

Moreover, Judge Adler says, any party may file a motion to file a
pleading, report, or document under seal.  The party filing the
Motion to Seal will serve the Motion on the parties on the
Official Limited Service List and counsel to Non-Party Press
Organization, Copley Press, Inc.  The moving party will provide
at least 48 hours notice of the Motion to Seal.

Nothing will preclude the Court, in its discretion, from acting
on the Motion to Seal ex parte, with or without a hearing, Judge
Adler clarifies.

                      About San Diego Diocese

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

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


CATHOLIC CHURCH: McCartin Wants Portland's Allied Terms Reported
----------------------------------------------------------------
George McCartin asks the U.S. Bankruptcy Court for the District of
Oregon to direct the Archdiocese of Portland in Oregon to provide
a summary of the terms and conditions of the commitment letter
with Allied Irish Bank.

George McCartin, a member of the defendant class that the
Bankruptcy Court has ordered on the parishioners of the
Archdiocese of Portland in Oregon, asserts that the Catholic
community in the Archdiocese deserves to be fully informed of the
Allied Irish Bank dealings and of all other transactions in tort
claims settlement, and the conditions required for Portland to
emerge from bankruptcy.

Mr. McCartin relates that the last time that the Archdiocese made
an official status report to parishioners regarding this
bankruptcy case was almost a year ago.

"There has been no accountability to those who, every Sunday, pay
eight cents of each dollar they contribute to their parish
collection to the Debtor.  From those contributions over
$15,000,000 has or will be paid to the [D]ebtor's attorneys in
this case.  From those contributions $100,000 plus other fees and
expenses will be paid to Allied Irish Bank up front," Mr.
McCartin says.

As reported in the Troubled Company Reporter on Feb. 21, 2007, the
Archdiocese of Portland in Oregon sought authority from the
U.S. Bankruptcy Court for the District of Oregon to execute and
deliver its Commitment Letter with Allied Irish Bank, and to pay
a $100,000 Commitment Fee.

The Amended Joint Plan of Reorganization filed by Portland and the
other Plan Proponents require Portland to provide funds to pay
certain Allowed Claims and to partially fund and provide
collateral for trusts to be established for the benefit the
Unresolved Known Tort Claimants and the Future Claimants.  The
Commitment Letter sets forth the agreement with Allied Irish Bank
for the Bank to provide Portland with a $40,000,000 credit
facility to assist the Archdiocese in meeting its obligations
under the Joint Plan.

A full-text copy of Portland's Commitment Letter with Allied
Irish Bank is available for free at:

               http://ResearchArchives.com/t/s?1a12

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

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
(Catholic Church Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CENT CDO: Moody's Rates $12.5 Million Class E Junior Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by Cent
CDO 14 Limited:

   * Aaa to the $110,000,000 Class A-1 Senior Term Notes Due 2021;

   * Aaa to the $236,250,000 Class A-2a Senior Term Notes Due
     2021;

   * Aa1 to the $26,250,000 Class A-2b Senior Term Notes Due 2021;

   * Aa2 to the $33,750,000 Class B Senior Floating Rate Notes Due
     2021;

   * A2 to the $24,375,000 Class C Deferrable Mezzanine Floating
     Rate Notes Due 2021;

   * Baa2 to the $18,750,000 Class D Deferrable Mezzanine Floating
     Rate Notes Due 2021 and

   * Ba2 to the $12,500,000 Class E Deferrable Junior Floating
     Rate Notes Due 2021.

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

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

RiverSource Investments, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CHAMPION ENTERPRISES: S&P Holds Corporate Credit Rating at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Champion Enterprises Inc. and its subsidiary,
Champion Home Builders Co.

At the same time, all other Champion-related ratings were
affirmed, including the recovery ratings of '4' on the Champion's
senior notes and the subsidiary's senior secured credit facility.
These actions affect $241 million of debt.  The outlook is stable.

"Our ratings reflect softening demand for Champion's factory-built
housing products as the general decline in the nation's housing
markets is negatively affecting modular home sales while the
persistent dearth of consumer financing continues to sharply
curtail manufactured home sales," said credit analyst James
Fielding.

"These troubling macro trends will pressure near-term earnings,
and have caused the company to seek temporary relief from
leverage covenants governing its secured credit facility.
However, a successfully restructured manufacturing platform
produced good earnings in 2006 and substantial free operating cash
flow."

The stable outlook reflects our expectation that Champion's
currently profitable core manufacturing operations will continue
to provide sufficient cash flow to fund debt service and capital
needs despite lower anticipated sales volume.  The outlook or
rating would be negatively affected if liquidity becomes
constrained, if borrowing costs increase appreciably due to
a technical default under the secured credit facility, or if
general housing conditions worsen further and cause negative
earnings for the full fiscal year.  While the softer housing
environment precludes positive ratings momentum at this time,
ratings could improve in the future if the company continues to
strengthen its balance sheet while profitably growing its more
desirable modular construction segments.


CHASE MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chase Management Group, L.L.C.
        521 Thurston Court
        Fort Wayne, IN 46825

Bankruptcy Case No.: 07-10728

Chapter 11 Petition Date: March 23, 2007

Court: Northern District of Indiana (Fort Wayne)

Judge: Robert E. Grant

Debtor's Counsel: Wesley N. Steury, Esq.
                  Burt, Blee, Dixon, Sutton & Bloom, L.L.P.
                  1000 Standard Federal Plaza 200 East Main Street
                  Fort Wayne, IN 46802
                  Tel: (260) 426-1300
                  Fax: (260) 422-3750

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blackburne $ Brown               Chase Manor         $2,362,055
c/o Ron Roster, attorney for     apartment complex  ($2,200,000
plaintiff                        located at 649        secured)
P.O. Box 2706                    Tennessee Avenue
South Bend, IN 46614             Fort Wayne, IN

Korte Electric                   business service       $11,400
10920 Stellhorn Road
New Haven, IN 46801

Live Wire Electric               business service        $6,330
5305 Crandon Lane
Fort Wayne, IN 46804

Fort Wayne Newspapers, Inc.      business purchases      $3,480

Roto Rooter Plumbers             business service          $990

Peachtree Business Products      business purchases        $372

Cintas                           business purchases        $180


CIFC FUNDING: Moody's Rates $17 Million Class B-2L Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by CIFC
Funding 2007-I, Ltd.:

   * Aaa to the $100,000,000 Class A-1L Floating Rate Notes Due
     May 2021,

   * Aaa to the $77,800,000 Class A-1LAt Floating Rate Notes Due
     May 2021, and

   * Aaa to the $75,000,000 Class A-1LAr Variable Funding Notes
     Due May 2021,

   * Aa1 to the $38,200,000 Class A-1LB Floating Rate Notes Due
     May 2021,

   * Aa2 to the $24,000,000 Class A-2L Floating Rate Notes Due
     May 2021,

   * A2 to the $25,000,000 Class A-3L Floating Rate Notes Due
     May 2021,

   * Baa2 to the $17,000,000 Class B-1L Floating Rate Notes Due
     May 2021 and

   * Ba2 to the $17,000,000 Class B-2L Floating Rate Notes Due May
     2021, collectively, the "Notes".

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The ratings reflect the risks due
to the diminishment of cash flow from the underlying portfolio due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets, consisting primarily of
senior secured loans.

Commercial Industrial Finance Corp. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CITIZENS COMMS: Launches Cash Offering for Two Convertible Notes
----------------------------------------------------------------
Citizens Communications Company and Commonwealth Telephone
Enterprises Inc., a wholly-owned subsidiary, commenced a cash
tender offer to purchase all of the outstanding 3-1/4% Convertible
Notes due 2023, and 2005 Series A 3-1/4% Convertible Notes due
2023 of Commonwealth, under the terms of the company's March 23,
2007 purchase offering.

Citizens further stated that the tender offer was the result of
the March 8, 2007 acquisition of Commonwealth.  Thus, Citizen
guaranteed all of Commonwealth's obligations under the Notes and
indentures.

Citizens estimates that the purchase price will be approximately
$1,008 per $1,000 principal amount of the 2003 Notes and principal
amount of the 2005 Notes equal to 100% of the principal amount of
the applicable Note, plus accrued and unpaid interest, excluding,
the repurchase date, on April 23, 2007.  The tender offer is not
contingent on any financing.

The Offer will expire on April 20, 2007, at 5:00 p.m., New York
City time, unless extended.  Holders can withdraw their tendered
Notes at any time before April 20, 2007.  Holders desires
to tender their Notes must follow the Offer to Purchase and
Letter of Transmittal.

                  About Citizens Communications

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

                          *     *     *

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


COLLINS & AIKMAN: Former CEO Charged with Securities Fraud
----------------------------------------------------------
An indictment was unsealed revealing charges against David A.
Stockman, the former President and CEO of Collins and Aikman
Corporation, and seven other former members of C&A's management,
U.S. Attorney Michael J. Garcia for the Southern District of New
York, and Ron Walker, Inspector-in-Charge of the New York Division
of the U.S. Postal Inspection Service, disclosed yesterday.

The indictment unsealed in federal court in Manhattan charges
Stockman with conspiracy, securities fraud, bank fraud, wire
fraud, and obstruction of an agency proceeding, in connection with
his participation, from December 2001 through May 2005, in a
scheme to conceal from investors and lenders the truth about C&A's
declining operating performance and financial results.

The indictment also charges:

    * former C&A Chief Financial Officer J. Michael Stepp;
    * former Controller David R. Cosgrove; and
    * former Director of Purchasing Paul C. Barnaba.

Four felony information, filed yesterday and last week, charge
other C&A executives with related crimes.

Mr. Garcia also announced a non-prosecution agreement between his
Office and Collins & Aikman Corporation.

                 Summary of the Fraudulent Scheme

The indictment alleges that starting in December 2001, Stockman,
Stepp and others knew that C&A's true operating performance and
financial results were not meeting internal and external
expectations.  Rather than reveal C&A's true condition, which
might trigger default on the financial covenants governing C&A's
credit facilities and impede C&A's ability to raise additional
capital in the debt markets, Messrs. Stockman, Cosgrove, Stepp,
Barnaba and others joined in a scheme to defraud C&A's investors,
banks and creditors by manipulating C&A's reported earnings.

From December 2001 through 2004, Stockman, Stepp, Cosgrove,
Barnaba, and their co-conspirators schemed to misrepresent C&A's
true operating performance and financial results by causing C&A's
reported figures for EBITDA, operating income, and other financial
metrics to be falsely and fraudulently inflated through the
systematic premature recognition of cost reductions based on
supplier rebates.

According to the indictment, to further the scheme and conceal the
fraud, Stockman, Stepp, Cosgrove, Barnaba, and their co-
conspirators caused C&A to file financial statements with the U.S.
Securities & Exchange Commission that presented a misleading
picture of C&A's operating performance and financial results,
including quarterly and annual reports that misrepresented C&A's
expenses, operating income, and earnings per share.

At the end of 2004 and the beginning of 2005, C&A's true operating
results substantially deteriorated, causing an unprecedented
liquidity crisis.  The indictment charges that Stockman directed a
scheme to further defraud C&A's creditors by, among other things,
misrepresenting to General Electric Capital Corporation the nature
of C&A's portfolio of accounts receivable, against which GECC was
permitting C&A to borrow over a $100 million dollars on a daily
basis.  Also in the beginning of 2005, as C&A's improper rebate
accounting practices came under scrutiny from its auditors,
Stockman directed a scheme to further defraud C&A's investors and
creditors by making numerous false statements to the public and to
C&A's creditors concerning:

    (a) C&A's current liquidity situation,

    (b) C&A's forecasted EBITDA for the first quarter of 2005, and

    (c) the scope of the improper rebate recognition practices
        that C&A's outside auditors and Audit Committee were
        beginning to examine.

In early April 2005, Stockman repeated many of these false
assurances to Credit Suisse First Boston, in order to secure
$75 million in additional financing.  These additional funds,
however, were not sufficient to meet C&A's needs and were depleted
by late April 2005, according to the indictment.

In May 2005, the Board of Directors discovered that C&A had run
out of cash and had, at Stockman's direction, misled C&A's
investors about C&A's true operating performance.  When the truth
about C&A's operations and finances was revealed, C&A went into
bankruptcy, its common stock became nearly worthless, and the
value of its bonds plummeted, resulting in hundreds of millions of
dollars in investor and creditor losses.

                               Charges

The eight-count indictment charges Stockman, Stepp, Cosgrove, and
Barnaba each with one count of conspiracy to commit securities
fraud, make false filings with the SEC, falsify books and records
of C&A, commit wire fraud, commit bank fraud, and obstruct
justice, and with three counts of securities fraud.  Stockman
alone is charged with two counts of bank fraud (arising from fraud
on GECC and JP Morgan Chase) and one count of wire fraud.
Stockman and Stepp together are charged with obstruction of an
agency proceeding.

The conspiracy charge carries a maximum sentence of five years in
prison and a fine of the greater of $250,000, or twice the gross
gain or loss resulting from the offense.  Each of the securities
fraud counts carries a maximum sentence of 20 years in prison and
a fine of the greater of $5 million, or twice the gross gain or
loss resulting from the offense.  Each of the bank fraud counts
carries a maximum sentence of 30 years in prison and a fine of the
greater of $1 million, or twice the gross gain or loss resulting
from the offense.  The wire fraud count carries a maximum sentence
of 20 years in prison and a fine of the greater of $250,000, or
twice the gross gain or loss resulting from the offense. Finally,
the obstruction of an agency proceeding count carries a maximum
sentence of five years in prison and a fine of the greater of
$250,000, or twice the gross gain or loss resulting from the
offense.

                   Non-Prosecution Agreement With C&A

In light of C&A's cooperation with the government's investigation
and the current financial situation of C&A, among other factors,
the government has entered into a non-prosecution agreement with
C&A.  C&A will continue to cooperate with the government as a
condition of that agreement.

U.S. Attorney Garcia, a member of the President's Corporate Fraud
Task Force, praised the efforts of the USPIS and thanked the SEC
for its assistance in the investigation.

Assistant U.S. Attorney Helen V. Cantwell is in charge of the
prosecution.

The charges contained in the indictment are merely accusations,
and the defendants are presumed innocent unless and until proven
guilty.

                     About Collins & Aikman

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

The Debtors' disclosure statement explaining their First Amended
Joint Chapter 11 Plan was approved on Jan. 25, 2007.  The hearing
to consider confirmation of the Plan is scheduled on April 19,
2007.


COLLINS & AIKMAN: Inks Non-Prosecution Agreement with DOJ
---------------------------------------------------------
Collins & Aikman Corporation  confirmed yesterday that it had
reached a non-prosecution agreement with the United States
Attorney for the Southern District of New York in connection with
that office's investigation into matters investigated by the
company's Audit Committee and certain other conduct undertaken by
executives and employees who were in place at the company on or
before May 1, 2005.  The non-prosecution agreement removes the
threat of an indictment of Collins & Aikman by the United States
government for any such conduct.

                          SEC Settlement

The company also confirmed it had reached a settlement with the
Securities and Exchange Commission.  Under the settlement approved
by the SEC, the company agreed, without admitting or denying any
wrongdoing, to be enjoined from future violations of the
securities laws.  The SEC did not impose civil monetary penalties
against Collins & Aikman, noting the significant remedial steps
and extensive cooperation provided by the company.  The SEC
settlement was effectuated by the SEC commencing and
simultaneously settling a lawsuit alleging violations of federal
securities laws.  The lawsuit and settlement relate to matters
that were the subject of an Audit Committee investigation of,
among other things, the company's accounting for certain supplier
rebates and the company's forecasts for the first quarter 2005, as
well as the company's accounts receivable securitization facility.

"Since their inception, we have cooperated fully with the
government's investigations and will continue to do so.  We are
pleased to put the Department of Justice and SEC investigations
behind us and consider this a significant milestone as we focus on
completing our restructuring activities," said John Boken, Collins
& Aikman's Chief Restructuring Officer.

                     About Collins & Aikman

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

The Debtors' disclosure statement explaining their First Amended
Joint Chapter 11 Plan was approved on Jan. 25, 2007.  The hearing
to consider confirmation of the Plan is scheduled on April 19,
2007.


CONGOLEUM CORP: Earns $679,000 in Year Ended December 31
--------------------------------------------------------
Congoleum Corporation reported net income of $679,000 on net sales
of $219.5 million for the year ended Dec. 31, 2006, compared with
a net loss of $21.6 million on net sales of $237.6 million in
2005.  The 2006 net income included a $1.3 million gain related to
replacement of a major production line component required as a
result of an explosion in August 2006.  The cost of the
replacement equipment, which was covered by insurance, exceeded
the depreciated book value of the line by this amount.  The 2005
net loss included $25.3 million in charges for asbestos-related
reorganization costs.

Roger S. Marcus, chairman of the board, commented "Even without
the travails of our reorganization, 2006 was one of the most
difficult years I can recall.  As the year began, retail
conditions were fair, and we were still enjoying some remnants of
manufactured housing demand arising from the 2005 hurricane
season.  Unfortunately, the hurricanes also contributed to sharp
increases in raw material and energy costs, as well as materials
shortages that forced us to change some suppliers.  The need to
qualify alternate materials on an expedited basis hurt our
productivity and costs."

"As we were resuming normal manufacturing efficiencies in the
third quarter and seeing some moderation in inflation, we had an
explosion that destroyed a major production line providing 50% of
our sheet flooring capacity.  Fortunately no one was hurt and our
insurance covered the cost of replacing the line, but we believe
the disruption probably cost us $1 million to $2 million in sales
before our inventories were back to a good service position."

"Finally, business declined sharply in the last four months of
2006.  After being ahead of prior year sales through August, we
ended up with $18.1 million less in sales for the full year as
compared to 2005, despite achieving $10 million in price
increases.  Fourth quarter sales were down 25% from the fourth
quarter of 2005.  We experienced a $7 million decrease in fourth
quarter sales to the manufactured housing industry versus 2005.
Sales to this industry were unusually high in the fourth quarter
of 2005 due to demand for replacement housing necessitated by that
year's hurricane season.  In addition, sales to the remodel
and new construction markets decreased.  The end use demand
decline was compounded by inventory reductions in the distribution
channel.  Our distributors reported all categories of flooring
products have suffered from the housing slowdown."

Mr. Marcus continued "Despite sharply higher raw material costs,
the difficulty of changing materials, an explosion on our major
production line, and an $18 million sales decline, we managed to
earn a slight profit of $700,000.  This performance is testimony
to the resolve of our employees who continue to rise to
the challenges we face and tighten their belts when needed.  We
reduced operating expenses by $2 million from 2005 to 2006 despite
$1 million of increases in medical and pension costs."

Mr. Marcus finished "Finally, the saga of our Chapter 11 journey
continues.  As we reported last month, the bankruptcy judge
overseeing our reorganization issued a ruling that our latest plan
did not meet certain legal requirements under the asbestos
provisions of the bankruptcy code.  While this ruling will
delay any confirmation until late in the third quarter at the
earliest, at least we understand what we need to address so a plan
can be approved.  We have resumed the court-authorized mediation
process to accomplish this."

At Dec. 31, 2006, Congoleum Corp.'s unauadited balance sheet
showed $184.2 million in total assets and $230.8 million in total
liabilities, resulting in a $46.6 million total stockholders'
deficit.

                      About Congoleum Corp.

Congoleum Corporation (AMEX: ABL) -- http://www.congoleum.com/--
is a leading manufacturer of resilient flooring, serving both
residential and commercial markets.  Its sheet, tile and plank
products are available in a wide variety of designs and colors,
and are used in remodeling, manufactured housing, new construction
and commercial applications.  Congoleum is a 55% owned subsidiary
of American Biltrite Inc.

On Dec. 31, 2003, Congoleum Corporation filed a voluntary petition
with the United States Bankruptcy Court for the District of New
Jersey (Case No. 03-51524) seeking relief under Chapter 11 of the
United States Bankruptcy Code as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.

On Sept. 15, 2006, Congoleum Corporation filed its Tenth Modified
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code of Congoleum Corporation, et al., and the Asbestos Claimants'
Committee, dated as of Sept. 15, 2006, and related proposed
Disclosure Statement with the United States Bankruptcy Court for
the District of New Jersey.  On Feb. 5, 2007, the Court ruled that
certain aspects of Congoleum's plan must be modified to comply
with the requirements of the U.S. Bankruptcy Code.


CREDIT SUISSE: Moody's Cuts Rating on Class B Certificates to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded one subordinated tranche
from one mortgage backed securitization, issued by Credit Suisse
First Boston Mortgage Securities Corp. in 2003.  The pools include
seasoned subprime fixed and adjustable-rate mortgage loans.

The downgrade is based on the fact that the bonds' current credit
enhancement levels, including excess spread, are low compared to
the current projected loss numbers for the current rating level.

   * Credit Suisse First Boston Mortgage Securities Corp.

      -- Series 2003-CF14; Class B, downgraded to B1 from Baa2.


CREDIT SUISSE: S&P Holds Low-B Ratings on 5 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities
Corp.'s series 2001-CP4.

Concurrently, ratings were affirmed on the remaining
classes from the same series.

The raised and affirmed ratings reflect the stable performance of
the pool and increased credit enhancement levels that provide
adequate support through various stress scenarios.  The upgrades
of several senior certificates reflect the defeasance of
collateral securing $379 million (36%) of the loan pool.

As of the March 16, 2007, remittance report, the collateral pool
consisted of 124 loans with an aggregate trust balance of
$1.05 billion, down from 130 loans with a balance of $1.2 billion
at issuance.  The master servicer, Midland Loan Services Inc.,
reported full-year 2005 and interim 2006 financial information for
99.6% of the pool, which excludes the defeased collateral.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.53x, up from 1.43x at issuance.
There are two loans totaling $14.2 million with the special
servicer.  One of these loans ($12.6 million) is 90-plus-days
delinquent.  An appraisal reduction amount related to this loan
totaling $4.2 million is in effect.  To date, the trust has
experienced four losses totaling $12.2 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $304.9 million (29%) and a weighted average
DSC of 1.72x, down from 1.74x at issuance.  Five of the top 10
loans are on the watchlist and are discussed below.

Standard & Poor's reviewed property inspections provided by
the master servicer for all of the assets underlying the top 10
loans.  One property was characterized as "excellent," while the
remaining collateral was characterized as "good."

Credit characteristics for the largest loan, Crystal
Pavilion/Petry Building ($53.6 million, 5%), and the third-largest
loan, Parfinco Office Buildings ($51.9 million, 5%), reflected
investment-grade characteristics at issuance and continue to do
so.

The largest loan in the pool, which is on Midland's watchlist, has
a trust balance of $53.6 million and a whole-loan balance of
$107.3 million.  The loan is secured by two office buildings in
Manhattan totaling 876,625 sq. ft.  The loan was placed on the
watchlist because of existing and upcoming lease expirations for
235,021 sq. ft., or 27% of net rentable area.  For the nine months
ended Sept. 30, 2006, the net cash flow was $16.4 million and
occupancy was 96%.

The third-largest exposure has a balance of $51.9 million and is
secured by two adjacent office buildings in Pasadena, California,
totaling 510,550 sq. ft.  The majority of the space (91%) is
leased to Kaiser Foundation Health Plan Inc. (A+/Stable/--).
The year-end 2006 NCF was $11.2 million and occupancy was
81%.

Midland reported a watchlist of 30 loans with an aggregate
outstanding balance of $228.9 million (21.8%), which includes the
aforementioned largest loan and the fourth-, seventh-, eighth-,
and 10th-largest loans in the pool.

The fourth-largest loan exposure, Somerset Park, Somerset Center,
and Somerset Place ($29.5 million, 3%), consists of two
cross-collateralized and cross-defaulted loans secured by office
properties in Raleigh, North Carolina, totaling 371,881 sq. ft.
The loan exposure was placed on the watchlist due to a decline
in DSC attributable to decreased occupancy at the collateral
properties.  As of Dec. 31, 2006, the combined occupancy was 81%
and combined DSC was 1.08x.

The seventh-largest loan exposure, Northeast Corporate Center and
Plaza ($18.1 million, 2%), is secured by a 173,171-sq.-ft. office
building in Novi, Michigan.  The property reported a DSC of 1.13x
as of year-end 2006 and is on the watchlist because the largest
tenant (52% of NRA) filed for Chapter 11 bankruptcy.  The tenant
continues to make lease payments.  The lease is scheduled to
expire in August 2007.

The eighth-largest loan exposure, Reservoir Corporate Center
($16.9 million, 1.6%), is secured by a 156,766-sq.-ft. office
building in Shelton, Connecticut.  The loan is on the watchlist
for a 90-day monitoring period after being returned from the
special servicer in February of this year.  As of year-end 2006,
the DSC was 1.46x and occupancy was 91%.

The 10th-largest loan exposure, Windsor Wichita Portfolio
($16.2 million, 1.5%), is secured by three multifamily properties
in Wichita, Kansas.  The loan appears on the watchlist due to a
low DSC.  As of year-end 2005, the DSC was 0.94x and occupancy was
91%.

There are two loans totaling $14.2 million with the special
servicer, LNR Partners Inc.  The larger of these loans, the
Princeton Park Corporate Center, is secured by an 86,265-sq.-ft.
office property in South Brunswick, New Jersey.  The sole tenant
vacated in April 2005 but continued to make lease payments until
the lease expired in April 2006.  The loan was transferred to the
special servicer in May 2006 for imminent default.  The property
remains vacant.  A receiver has taken control of the property, and
LNR is pursuing foreclosure.  An ARA of $4.2 million is in effect
based on an appraisal from August 2006.

The Oaks Apartments is a 71-unit multifamily property that was
transferred to the special servicer in March 2007 because the
borrower was experiencing cash flow problems and requested a loan
modification.  The loan has an unpaid principal balance of
$1.6 million.  As of year-end 2005, the DSC was 0.64x.

Standard & Poor's stressed various loans in the transaction,
paying closer attention to the assets with the special servicer
and those on the watchlist.  The resultant credit enhancement
levels support the raised and affirmed ratings.

                          Ratings Raised

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                   Certificates Series 2001-Cp4

                       Rating
                       ------
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
          D         AAA       AA+          12.03%
          E         AA+       AA           10.49%
          F         AA        AA-           8.95%

                         Ratings Affirmed

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                   Certificates Series 2001-CP4

               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-2      AAA            24.38%
               A-3      AAA            24.38%
               A-4      AAA            24.38%
               B        AAA            18.49%
               C        AAA            14.14%
               G        A               7.82%
               H        BBB+            5.72%
               K        BB              3.89%
               L        BB-             2.91%
               J        BB+             2.07%
               M        B               1.37%
               N        B-              0.81%
               A-CP     AAA              N/A
               A-X      AAA              N/A

                     N/A -- Not applicable.


CREDIT SUISSE: S&P Cuts Rating on Class N Certs. to B- from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes and affirmed its ratings on three classes of commercial
mortgage pass-through certificates from Credit Suisse First Boston
Mortgage Securities Corp.'s series 2005-CND2 and removed
them from CreditWatch, where they were placed with negative
implications on Nov. 17, 2006.  At the same time, the ratings on
13 classes from the same series were affirmed.

The lowered ratings reflect our analysis of the remaining loans in
the transaction, which indicates that seven loans secured by eight
properties are not meeting our initial expectations for
condominium conversion and unit sales.

There are currently 10 floating-rate loans remaining with a trust
balance of $1.31 billion, down from 24 floating-rate loans with a
trust balance of $1.99 billion at issuance.  All of the remaining
loans include senior interests in participated whole loans.  Five
of the remaining loans have existing mezzanine debt secured by a
pledge of equity interests in the related borrower.

The three projects of significant concern include the Prestige
portfolio, which currently consists of two residential apartment
complexes in south-central Florida, the Mizner Court at
the Broken Sound apartment complex in Boca Raton, Florida, and the
Hotel Gansevoort/Paradiso Residences in Miami Beach, Florida.  In
addition, four condo conversions in Manhattan are also behind
schedule: the Toy Building, Manhattan House, River Terrace, and 80
John Street.

The Prestige portfolio and Mizner Court are marketing their
properties for sale as rentals.  The Prestige properties are
located in Delray Beach and the Mizner Court property is in
Boca Raton.  Both the Delray Beach and Boca Raton markets are
experiencing an oversupply of condominium units and a significant
decline in demand for this product.  Because all three properties
had their loan proceeds based on the valuation derived from a
successful condominium conversion, Standard & Poor's reevaluation
of each property as a rental is lower.

The Hotel Gansevoort/Paradiso conversion is proceeding slowly.
The hotel portion is scheduled to open in the third quarter of
2007.  The hotel and residential condominium units are slated to
be completed by July 2007.

The Toy Building borrower recently replenished an outstanding
interest reserve requirement.  Renovations are behind schedule as
demolition work continues.  It is Standard & Poor's understanding
that the property is being marketed for sale as an office
building.

In addition, the Manhattan House, River Terrace, and 80 John
Street projects are behind in their conversion schedules and unit
sales primarily because of regulatory and construction delays.  Of
these four properties, only the John Street project has sold any
units.  To date, 32 units at John Street have been sold.

Standard & Poor's will continue to closely monitor the conversion
process and property unit sales to determine if there will be any
further impact to the ratings.

                   Ratings Lowered And Removed
                    From Creditwatch Negative

                   Credit Suisse First Boston
                    Mortgage Securities Corp.

                Commercial Mortgage Pass-Through
                 Certificates Series 2005-Cnd2

                               Rating
                               ------
                  Class     To         From
                  -----     --         ----
                  H         BBB        BBB+/Watch Neg
                  J         BBB-       BBB/Watch Neg
                  K         BB+        BBB-/Watch Neg
                  L         BB-        BBB-/Watch Neg
                  M         B          BBB-/Watch Neg
                  N         B-         BBB-/Watch Neg

                   Ratings Affirmed And Removed
                    From Creditwatch Negative

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                  Certificates Series 2005-CND2

                                Rating
                                ------
                   Class     To         From
                   -----     --         ----
                   E         A+         A+/Watch Neg
                   F         A          A/Watch Neg
                   G         A-         A-/Watch Neg

                         Ratings Affirmed

                    Credit Suisse First Boston
                     Mortgage Securities Corp.

                 Commercial Mortgage Pass-Through
                  Certificates Series 2005-Cnd2

                        Class      Rating
                        -----      ------
                        A-1        AAA
                        A-1J       AAA
                        A-1S       AAA
                        A-2        AAA
                        B          AA+
                        C          AA
                        D          AA-
                        A-X-1      AAA
                        A-X-2      AAA
                        A-X-3      AAA
                        A-X-4      AAA
                        A-X-5      AAA
                        A-Y        AAA


DAIMLERCHRYSLER: Magna Offering Up to $4.7BB for 25% of Chrysler
----------------------------------------------------------------
Canadian auto-parts supplier Magna International Inc. and an
unnamed private equity partner have made an offer, between
$4.6 billion and $4.7 billion, to buy 25% of DaimlerChrysler AG's
Chrysler Group, KeyBanc Capital Markets analyst Brett Hoselton
told investors last week, quoting unknown sources, various media
sources report.

Mr. Hoselton said his sources "indicate DaimlerChrysler is very
interested in divesting itself of Chrysler."  Mr. Hoselton added
that "While Magna views its offer as low and unlikely to prevail,
it also views it as an opportunity to purchase an inexpensive
stake in the automaker should other bidders retreat."

"It is imperative that Magna has a full understanding of the
situation regarding the future of the Chrysler Group," the Wall
Street Journal reports citing Magna spokeswoman Tracy Fuerst in an
e-mailed statement.

"Therefore, we continue to review potential alternatives regarding
the future of the Chrysler Group," Ms. Fuerst added.

DaimlerChrysler is Magna's biggest customer, contributing about
26% of total sales.

                       About DaimlerChrysler

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

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

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

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

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


DELTA AIR: Court Approves Extension of Lease-Decision Period
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
further extended the period within which Delta Air Lines, Inc.,
and its debtor-affiliates assume or reject more than 400 unexpired
leases of non-residential real property and related agreements, to
the date the Court confirms a plan of reorganization, without
prejudice to their right to seek a further extension.

As reported in the Troubled Company Reporter on March 8, 2007,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
told the Court that the Official Committee of Unsecured Creditors
supports the Debtors' request.

The Debtors' request falls well within the parameters of Section
365(d)(4) deadline extensions granted by courts in other chapter
11 cases of comparable size and complexity, Mr. Huebner said.

Since filing for bankruptcy, the Debtors have rejected or sought
authority to reject several dozen Leases, and have negotiated
modifications of other Leases, Mr. Huebner related.

The Debtors will continue to analyze their need for premises
covered by the Leases.  The completion of the analysis, however,
requires a further extension of the Section 365(d)(4) Deadline
because a substantial number of the Leases can be properly
evaluated only in the context of the Debtors' exit strategy,
Mr. Huebner avers.

The Debtors' Joint Plan of Reorganization preserves the valuable
and necessary flexibility regarding their Lease decisions by
contemplating that the lists of most unexpired leases to be
assumed or rejected may be amended until the day before the
confirmation hearing, presently scheduled for April 25, 2007.

Mr. Huebner asserted that sufficient cause exists in the instant
case to extend the Section 365(d)(4) Deadline:

   (a) the Debtors' Chapter 11 cases are complex and involves a
       large number of Leases;

   (b) many of the Leases are among the Debtors' most important
       assets and are vital to their operations.  Thus, it is
       imperative to their ability to successfully reorganize
       that they and their professionals have sufficient time to
       carefully identify and evaluate each of the Leases in the
       time remaining before confirmation; and

   (c) it is critical that the Debtors retain financial,
       operational, network and fleet planning flexibility that
       comes from not yet having to decide whether to assume or
       reject certain Leases, and the future decisions in those
       areas are expected to affect whether to assume or reject
       the Leases.

                          About Delta Air

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

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


DELTA AIR: Exclusive Solicitation Period Extended to June 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended Delta Air Lines, Inc., and its debtor-affiliates'
exclusive period during to solicit acceptances of their
reorganization plan to June 1, 2007.

As reported in the Troubled Company Reporter on March 8, 2007,
wanted sufficient time to solicit acceptances of their Joint Plan
of Reorganization through the Court-approved solicitation process,
and thereafter, confirmation of the Plan.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
related that since the most recent extension of the Debtors'
Exclusive Solicitation Period, the Debtors have made and continue
to make substantial progress in their Chapter 11 cases, including
the Court's approval of the disclosure statement to their Plan
and the distribution of solicitation packages to creditors.

The Official Committee of Unsecured Creditors supported the
Debtors' request for an extension.

Mr. Huebner contended that ample cause exists to extend the
Debtors' Exclusive Solicitation Period:

   (a) the Debtors' Chapter 11 cases are large and complex;

   (b) the Debtors need more time to solicit acceptances of a
       consensual plan of reorganization;

   (c) the Debtors have made good faith progress toward
       reorganization;

   (d) the Debtors have been paying their postpetition debts when
       due;

   (e) the Debtors have demonstrated reasonable prospects for
       filing a viable plan of reorganization and have made
       progress in negotiating with their creditors;

   (g) the Debtors' Chapter 11 cases have been pending for a
       relatively short period compared to other large
       reorganization cases;

   (h) the Debtors' motive in requesting the extension is not to
       pressure the creditors;

   (i) an extension of the Debtors' exclusive period will enable
       the Debtors to resolve certain contingencies that will
       affect a plan of reorganization; and

   (j) the requested extension is consistent with those granted
       in other large chapter 11 cases.

                         About Delta Air

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

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


DOLE FOOD: Posts $89 Million Net Loss in Year Ended December 30
---------------------------------------------------------------
Dole Food Company, Inc. incurred a net loss of $88.98 million on
net revenues of $6.17 billion for the year ended Dec. 30, 2006, as
compared with a net income of $44.09 million on net revenues of
$5.82 million for the comparable period ended Dec. 31, 2005.

Higher revenues were reported in the company's fresh fruit and
packaged foods operating segments.  The company earned operating
income of $85.61 million in 2006, as compared with $224.59 million
earned in 2005.

Higher commodity costs, primarily fuel and tinplate, continued to
adversely impact operations. Throughout 2006 and 2005, the company
has experienced significant cost increases in many of the
commodities it uses in production, including containerboard,
tinplate, resin and other agricultural chemicals.

For the year ended Dec. 30, 2006, the company recorded a charge of
$29 million which consisted of $6.4 million of restructuring costs
and $22.6 million of non-cash impairment charges related to the
write-off of certain assets. The company also currently estimates
that an additional $0.8 million of land clearing costs and
employee severance will be incurred and paid by the end of 2007.

As of Dec. 30, 2006, the company had total assets of $4.6 billion,
total liabilities of $4.24 billion, minority interests of
$25.33 million, resulting to total shareholders' equity totaling
$335.21 million.

The company had retained deficit totaling $59.68 million as of
Dec. 30, 2006, as compared with retained earnings totaling
$192.99 million as of Dec. 31, 2005.

As of Dec. 30, 2006, the company increased its cash and cash
equivalents to $92.41 million, from $48.81 million as of
Dec. 31, 2005.  Cash provided by operating activities was
$15.92 million, cash used in investing activities was
$117 million, and cash provided by financing activities was
$142.83 million.

                 Borrowings and Credit Facilities

At Dec. 30, 2006, the company had total outstanding long-term
borrowings of $2.4 billion, consisting primarily of $1.11 billion
of unsecured senior notes and debentures due 2009 through 2013 and
$1.13 billion of secured debt, consisting of revolving credit and
term loan facilities and capital lease obligations.

As of Dec. 30, 2006, the term loan facilities consisted of
$223.3 million of Term Loan B and $744.4 million of Term Loan C.
The term loan facilities bear interest at LIBOR plus a margin
ranging from 1.75% to 2%, dependent upon the company's senior
secured leverage ratio.  The weighted average variable interest
rates at Dec. 30, 2006 for Term Loan B and Term Loan C were LIBOR
plus 2%, or 7.5%.

The company entered into a new asset based revolving credit
facility of $350 million.  As of Dec. 30, 2006, the ABL revolver-
borrowing base was $294.8 million and the amount outstanding under
the ABL revolver was $167.6 million.  The ABL revolver bears
interest at LIBOR plus a margin ranging from 1.25% to 1.75%,
dependent upon the company's historical borrowing availability
under this facility.  The company had about $109.2 million
available for borrowings as of Dec. 30, 2006.  In addition, the
company had about $82.4 million of letters of credit and bank
guarantees outstanding under its pre-funded letter of credit
facility as of Dec. 30, 2006.

At Dec. 30, 2006, included in the company's capital lease
obligations is $85.6 million of vessel financings related to two
vessel leases denominated in British pound sterling.  The interest
rates on these leases are based on LIBOR plus a spread.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c23

                        Fresh-cut Flowers

Fresh-cut flowers revenues in 2006 decreased to $160.07 million
from $171.25 million in 2005.  The decrease was primarily due to
lower sales volumes during the second half of the year associated
with changes in the customer base related to the implementation of
the third quarter restructuring plan, partially offset by higher
overall pricing and additional sales generated from the
Valentine's Day holiday.

During the third quarter of 2006, the company initiated a plan to
restructure its fresh-cut flowers business in order to implement
changes that will create efficiencies, improve performance and
better align supply with demand.  In connection with this
initiative, the company expects to incur total costs of about
$29.8 million.

                          About Dole Food

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/-- is a producer and
marketer of fresh fruit, fresh vegetables and fresh-cut flowers,
and markets a line of packaged foods. The company has four primary
operating segments. The fresh fruit segment produces and markets
fresh fruit to wholesale, retail and institutional customers
worldwide.  The fresh vegetables segment contains operating
segments that produce and market commodity vegetables and ready-
to-eat packaged vegetables to wholesale, retail and institutional
customers primarily in North America, Europe and Asia.  The
packaged foods segment contains several operating segments that
produce and market packaged foods, including fruit, juices and
snack foods.  Dole's fresh-cut flowers segment sources, imports
and markets fresh-cut flowers, grown mainly in Colombia and
Ecuador, primarily to wholesale florists and supermarkets in the
U.S.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service downgraded Dole Food Company Inc.'s
corporate family rating to B2 from B1; probability of default
rating to B2 from B1; senior secured bank credit facilities to Ba3
from Ba2; senior unsecured notes to Caa1 from B3; and various
shelf registrations to (P)Caa1 from (P)B3.  Moody's said the
outlook is stable.

On Dec. 11, Standard & Poor's Ratings Services lowered its ratings
on Dole Food Co. Inc. and Dole Holding Co. LLC, including its
corporate credit rating, to 'B' from 'B+'.


DURA AUTOMOTIVE: Can Assume Bayer MaterialScience Sales Contract
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorizes Dura Automotive Systems Inc. and
its debtor-affiliates to assume a sales contract with Bayer
MaterialScience LLC and its affiliates.

Pursuant to a sales contract dated Aug. 20, 2003, as amended,
Bayer MaterialScience LLC and its affiliates provide the Debtors
resin required for the production of side-sliding glass systems
used in vans, pick-up trucks and sports utility vehicles.

After the Debtors' bankruptcy filing, Bayer required improved
trade terms from the Debtors.  Bayer also informed the Debtors
that it intends to implement a previously announced price
increase.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Del., relates that since their bankruptcy filing,
the Debtors have been concerned that suppliers could disrupt
production at their automotive operations if they refuse to
provide the Debtors with needed parts and equipment.

Thus, the Debtors sought to consensually improve their trade
terms with Bayer and to resolve its concerns.

On March 1, 2007, the Debtors and Bayer informally agreed to the
framework for a postpetition agreement amending the Sales
Contract.  Specifically, the parties agree that:

   (a) Bayer will grant the Debtors more favorable trade terms
       and price concessions;

   (b) the Debtors will assume the Sales Contract;

   (c) amounts payable pursuant to Section 365(b)(1)(A) of the
       Bankruptcy Code to cure any defaults will not exceed
       $564,000.

Mr. Samis maintains that assuming the Sales Contract, as amended,
will allow the Debtors to benefit from the improved pricing and
favorable trade terms.

The Debtors have redacted sensitive pricing and customer-specific
trade terms from the copies of the Amendment Agreement and Sales
Contract filed with the Court.  Mr. Samis notes that, if
revealed, the information on the Amendment Agreement and the
Sales Contract could hinder or negatively influence the Debtors'
current and future negotiations with other suppliers.

The Debtors have provided unredacted copies of the Amendment
Agreement and Sales Contract to the U.S. Trustee, the Official
Committee of Unsecured Creditors and the ad hoc committee of
certain of their prepetition second lien secured lenders.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DURA AUTOMOTIVE: Exclusive Plan-Filing Period Extended to May 23
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended Dura Automotive Systems Inc. and its
debtor-affiliates' exclusive periods:

   (i) to propose and file a plan of reorganization through and
       including May 23, 2007; and

  (ii) solicit acceptances of that plan through and including
       July 23, 2007.

As reported in the Troubled Company Reporter on March 1, 2007, the
Debtors said extending their exclusive periods will permit them to
develop an appropriate plan of reorganization that will best meet
the creditors' needs and fit into the development of their
business plan

The Debtors have sufficiently large and complex cases, which
involves 41 debtors, with two tranches of secured institutional
debt that are the subject of an intricate intercreditor agreement
and multiple issuances of unsecured institutional debt in addition
to the standard classes of secured, priority, priority tax, and
general unsecured claims.

Adding complexity to the Debtors' prepetition financial balance
sheet and equity structure is the potential avoidance action
against the Second Lien Lenders.  This potential litigation has
taken time to analyze, and will continue to influence the course
of the Debtors' Chapter 11 cases and the development of a plan of
reorganization.

The Debtors said the extension is intended to facilitate an
orderly, efficient and cost-effective process for the benefit of
all creditors.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on May 23,
2007. (Dura Automotive Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


EASTLAND CLO: Moody's Puts Ba2 Rating on $48 Million Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes and Class P
Securities issued by Eastland CLO, Ltd.:

   * Aaa to the  $100,000,000 Class A-1 Floating Rate Senior
     Secured Extendable Notes Due 2022;

   * Aaa to the  $825,600,000 Class A-2a Floating Rate Senior
     Secured Extendable Notes Due 2022;

   * Aa1 to the  $206,000,000 Class A-2b Floating Rate Senior
     Secured Extendable Notes Due 2022;

   * Aa2 to the  $78,500,000 Class A-3 Floating Rate Senior
     Secured Extendable Notes Due 2022;

   * A2 to the  $81,500,000 Class B Floating Rate Senior Secured
     Deferrable Interest Extendable Notes Due 2022;

   * Baa2 to the  $68,500,000 Class C Floating Rate Senior Secured
     Deferrable Interest Extendable Notes Due 2022;

   * Ba2 to the  $48,000,000 Class D Floating Rate Senior Secured
     Deferrable Interest Extendable Notes Due 2022; and

   * Aaa to the $5,000,000 Class P Securities Due 2022.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Class P
Securities addresses only the likelihood that the holders of the
Class P Securities will receive ultimate payment of principal due
at maturity of the Strip.

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

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


EMPORIA PREFERRED: Moody's Rates $18.5 Mil. Class E Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by
Emporia Preferred Funding III, Ltd.:

   * Aaa to the $100,000,000 Class A-1 First Priority Senior Notes
     Due 2021;

   * Aaa to the $40,000,000 Class A-2 First Priority Senior
     Revolving Notes Due 2021;

   * Aaa to the $132,580,000 Class A-3 First Priority Delayed Draw
     Senior Notes Due 2021;

   * Aa2 to the $26,845,000 Class B Second Priority Senior Notes
     Due 2021;

   * A2 to the $37,170,000 Class C Third Priority Subordinated
     Deferrable Notes Due 2021;

   * Baa2 to the $20,650,000 Class D Fourth Priority Subordinated
     Deferrable Notes Due 2021 and

   * Ba2 to the $18,585,000 Class E Fifth Priority Subordinated
     Deferrable Notes Due 2021.

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

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


ENCOMPASS HOLDINGS: Posts $1.58MM Net Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
Encompass Holdings, Inc. incurred a net loss of $1.58 million on
zero revenues for the three months ended Dec. 31, 2006, as
compared with a net loss of $1.19 million on zero revenues for the
same period a year earlier.

For the six months ended Dec. 31, 2006, the company incurred a net
loss of $2.82 million on $16,200 revenues, as compared with a net
loss of $2.06 million on zero revenues for the same period a year
earlier.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $18.37 million, total liabilities of $12.56 million, and
minority interests of $5.29 million, resulting to total
stockholders' equity of $519,904.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $760,042 available to pay
total current liabilities of $8.55 million.

Cash held by the company as of Dec. 31, 2006, was $42,177, as
compared with cash of $42,062 as of June 30, 2006.

Full-text copies of the company's quarter report for the period
ended Dec. 31, 2006, are available for free at
http://ResearchArchives.com/t/s?1c20

                    Nacio Systems Spin-Off

The company stated on March 8, 2007, through a report on Form 8-K,
that its board of directors determined to divest itself of its
wholly owned non-reporting subsidiary, Nacio Systems, Inc. citing
that this action is in the best interests of the company and its
shareholders.  The divestiture will take the form of a spin-off of
all of the issued and outstanding common stock of Nacio held by
the company.  The spin-off record date, distribution ratio and the
distribution date are yet to be determined.

The company will prepare and distribute to its shareholders of
record and Information Statement substantially in the form
required by Regulation 14C of the Securities Exchange Act of 1934
and will file and have declared effective a registration statement
on Form 10-SB under the 1934 Act for Nacio prior to the spin-off
distribution.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Timothy L. Steers CPA LLC, expressed substantial doubt about
Encompass Holdings, Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the fiscal
year ended June 30, 2006, and 2005.  The auditing firm pointed to
the company's significant operating losses and working capital
deficit.

                     About Encompass Holdings

Encompass Holdings, Inc., fka Nova Communications Ltd. --
http://www.encompassholdings.com/-- is involved in acquiring
ownership interests in developing companies in a wide range of
industries and providing financing and managerial assistance to
those companies.


ENCOMPASS TELESERVICES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Encompass Teleservices, Inc.
        111 Southwest 5th Avenue, Suite 4090
        Portland, OR 97204-3648

Bankruptcy Case No.: 07-31021

Type of Business: The Debtor operates a call center and provides
                  customer care & information services.
                  See http://encompass-ts.com/

Chapter 11 Petition Date: March 22, 2007

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Robert J. Vanden Bos, Esq.
                  Vanden Bos & Chapman LLP
                  319 Southwest Washington, Suite 520
                  Portland, OR 97204
                  Tel: (503) 241-4869

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Employment Trends                Trade Debt            $391,382
10200 Southwest Eastridge Street
Portland, OR 97225-5064

Dunn Carney                      Legal Fees            $202,311
851 Southwest 6th Avenue
Suite 1500
Portland, OR 97204-1352

Holmes Royer, LLP                Accounting Fees       $147,528
c/o Cosgrave Vergeer Kester LLP
805 Southwest Broadway
8th Floor
Portland, OR 97205-3339

Markowitz, Herbold,              Legal Fees            $112,071
Glade & Mehlhaf, P.C.

Wells Fargo Bank                 Credit Line            $70,000

PS Business Parks                Lease                  $50,425

American Express                 Trade Debt             $42,505

Aldrich Kilbride & Tatone LLC    Trade Debt             $36,180

The Hartford                     Trade Debt             $26,949

Avaya Communication              Trade Debt             $11,091

Travelers                        Trade Debt              $7,979

IEX                              Trade Debt              $7,870

Sprint                           Trade Debt              $6,310

SAIF Corp.                       Worker's Comp.          $6,306
                                 Premium

Silvia's Cleaning Services       Judgment                $5,083

Washington County                Trade Debt              $4,783

T-Mobile                         Trade Debt              $4,448

Assurant Employee Benefits       Trade Debt              $3,369

Holman Security Corp.            Trade Debt              $2,863

PGE                              Trade Debt              $2,854


ENDOCARE INC: Ernst & Young LLP Raises Going Concern Doubt
----------------------------------------------------------
Ernst & Young LLP, in Los Angeles, California, expressed
substantial doubt about Endocare Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, cash flow
deficits, and working capital deficiency.

Endocare Inc. reported a net loss of $10.8 million on total
revenues of $28 million for the year ended Dec. 31, 2006, compared
with a net loss of $13.7 million on total revenues of
$28.3 million for the year ended Dec. 31, 2006.  Results from
continuing operations exclude the results of the Timm Medical
unit, which was divested in February 2006.

Net loss for 2006 included income from discontinued operations of
$311,000, while net loss for 2005 included income from
discontinued operations of $1.2 million.

For the year, the estimated number of domestic cryoablation
procedures totaled 7,802 or nearly 22 percent higher than in 2005.

Endocare Chief Executive Officer Craig T. Davenport said,
"Procedure growth remained strong throughout 2006 and
concluded with an exceptional fourth quarter, positioning Endocare
very well to execute our 2007 business plan.  Historically, as we
have shared with investors previously, our procedural growth does
vary from quarter to quarter and we believe we will continue to
see quarter to quarter differences in growth rates as experienced
in the past.  Our sales team continued to increase both usage with
our established base of physicians and increase adoption by
training 152 new cryosurgeons during the year.  From a broader
perspective, we believe our revenue mix shift toward cryoablation
disposable product sales is almost complete, and while total
revenues lagged the growth rate of procedures in 2006, we
believe that revenues will begin to more closely correlate to
procedure growth late in 2007.  This shift toward higher
sales of cryoablation disposable products reflects our ongoing
strategy to focus on higher-margin product sales and away
from lower-margin services."

Gross margins for the year were 56%, compared to 44% for 2005.

For 2006, operating expenses from continuing operations were
$31.1 million, compared to $29.2 million in 2005.

At Dec. 31, 2006, the company's balance sheet showed $16.2 million
in total assets, $10 million in total liabilities, $1.3 million in
common stock warrants, $74,000 in deferred compensation, and
$4.9 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $9.5 million in total current assets available to
pay $10 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c1d

The balance sheet as of Dec. 31, 2006, showed cash and cash
equivalents of $1.8 million.  The company had access to an
additional $3.3 million under its line of credit with Silicon
Valley Bank as of Dec. 31, 2006, and also has continuing access to
funds under its stock purchase agreement with Fusion Capital Fund
II LLC of up to $16 million of common stock over a two year
period.

                          About Endocare

Endocare Inc. (OTCBB: ENDO) -- http://www.endocare.com/-- is an
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver.


ENRON CORP: Judge Harmon Okays $72.5 Million Andersen Settlement
----------------------------------------------------------------
The Honorable Melinda Harmon of the U.S. District Court for
the Southern District of Texas has approved, on a final basis,
a $72,500,000 settlement agreement between the University of
California Board of Regents and Arthur Andersen LLP, Bloomberg
News reports.

Under the Andersen Settlement, Enron Corp. shareholders would
get $2,000,000 in accrued interest, according to Bloomberg News.
The Settlement also adds to the more than $7,300,000,000 that
investors' lawyers have recovered from Enron's former lenders
and lawyers.

"This is a very good settlement," Keith Park, Esq., at Milberg
Weiss Bershad Hynes & Lerach LLP, in San Diego, California, said
at the hearing, Bloomberg News reports.

The UC Regents, which lost roughly $145,000,000 on Enron
investments, serves as lead plaintiffs in the Enron securities
litigation.

The remaining defendants in the Class Action Lawsuit include
Enron's former lenders, Merrill Lynch & Co., Credit Suisse Group,
and Barclays PLC.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 188
and 183; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FASTENTECH INC: Commences Cash Offer for 11-1/2% Senior Notes
-------------------------------------------------------------
FastenTech, Inc. commenced a tender offer to purchase for cash any
and all of its outstanding 11-1/2% Senior Subordinated Notes due
2011 on the terms and subject to the conditions set forth in its
Offer to Purchase and Consent Solicitation Statement dated March
22, 2007.  In connection with the tender offer, the company is
soliciting consents to certain proposed amendments to the
indenture governing the Notes.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tender their Notes
pursuant to the tender offer and validly deliver their consents
pursuant to the consent solicitation by 5:00 p.m., New York time,
on April 5, 2007, unless such date is extended or earlier
terminated by the company, and do not validly withdraw their Notes
or revoke their consents by such date, will be paid a total
consideration of $1,061.25 for each $1,000 principal amount of the
Notes.  In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the applicable date of payment.

In connection with the tender offer, the company is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants, certain events of default and
certain other provisions contained in the Indenture.  The company
is offering to make a cash consent payment of $20.00 per $1,000
principal amount of the Notes to holders who validly tender their
Notes and deliver their consents prior to the Consent Date.

Holders who validly tender their Notes after the Consent Date will
not receive the consent payment and, therefore, their tender
consideration shall be $1,041.25 for each $1,000 principal amount
of the Notes.  Holders may not tender their Notes without
delivering consents and may not deliver consents without tendering
their Notes.

The tender offer is scheduled to expire at 12:00 Midnight, New
York time, on April 18, 2007, unless otherwise extended or earlier
terminated by the company.  Subject to the terms and conditions of
the tender offer, payment for any Notes tendered will be made
promptly after the Early Acceptance Date or the Final Acceptance
Date, as applicable.

The tender offer is conditioned on, among other things, the
following:

    * there being validly tendered prior to the Expiration Date
      and not validly withdrawn at least a majority in aggregate
      principal amount of Notes outstanding;

    * the receipt of consents of holders of at least a majority of
      the then aggregate outstanding principal amount of the Notes
      with respect to, and execution of a supplemental indenture
      providing for, the proposed amendments to the Indenture; and

    * the consummation of the proposed merger of FasTech, Inc.
      with Dundee MergerCo, Inc., an affiliate of Doncasters Group
      Ltd., on or prior to the Expiration Date.

Credit Suisse Securities (USA) LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation
should be directed to Credit Suisse at 212-325-7596 (Collect).

Requests for documents should be directed to D.F. King & Co.,
Inc., the Information Agent for the tender offer and consent
solicitation, at 48 Wall Street, New York, NY 10005, banks and
broker call (212) 269-5550 (Collect) and all others call 800-290-
6429 (Toll Free).

                         About FastenTech

FastenTech, Inc. based in Minneapolis, Minn., --
www.fastentech.com -- is a privately held manufacturer of
specialty fasteners and fastener systems in the U.S.  It
manufactures and markets engineered components that support
applications in various end-markets, including the power
generation, industrial, military, construction, medium- heavy duty
truck, recreational and automotive/ light truck markets.

                           *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Moody's Investors Service placed the ratings of FastenTech, Inc.
under review with direction uncertain following the company's
report that it is being acquired by Doncasters Group Ltd., a UK-
based engineering group for $492 million.


FIRST FRANKLIN: Fitch Downgrades Ratings on 9 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating action on First Franklin Financial
Corporation's residential mortgage-backed certificates:

Series 2004-FFH1

   -- 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 is rated 'A' and placed on Rating Watch Negative;
   -- Class M-6 is rated 'A-' and placed on Watch Negative;
   -- Class M-7 downgraded to 'BB+' from 'BBB+';
   -- Class M-8 downgraded to 'B+' from 'BB'; and
   -- Class M-9 downgraded to 'C/DR4' from 'BB-'.

Series 2004-FFH2

   -- Class A-1 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 is rated 'BBB-' and placed on Watch Negative;
   -- Class B-1 downgraded to 'B+' from 'BB+'; and
   -- Class B-2 downgraded to 'CC/DR2' from 'BB'.

Series 2004-FFH3

   --Classes I-A-1, I-A-2, II-A-1, II-A-3, and II-A-4 affirmed at
     'AAA';

   -- Class M-1 affirmed at 'AA+';

   -- Class M-2 affirmed at 'AA';

   -- Class M-3 affirmed at 'AA-';

   -- Class M-4 affirmed at 'A+';

   -- Class M-5 affirmed at 'A';

   -- Class M-6 affirmed at 'A-';

   -- Class M-7 affirmed at 'BBB+';

   -- Class M-8 is rated 'BBB' and placed on Watch Negative;

   -- Class M-9 downgraded to 'BB-' from 'BBB-'; and,

   -- Class B-1 downgraded to 'B+' from 'BB+'.

Series 2004-FFH4

   -- Classes I-A-1, II-A-2, and II-A-3 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB+';
   -- Class M-9 is rated 'BBB' and placed on Watch Negative;
   -- Class M-10 is rated 'BBB' and placed on Watch Negative;
   -- Class M-11 downgraded to 'BB-' from 'BBB-'; and
   -- Class B-1 downgraded to 'B+' from 'BB'.

Series 2005-FFH1

   -- 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-'; and
   -- Class B-4 affirmed at 'BB+'.

Series 2005-FFH2

   -- Classes A-1, A-2, & A-3 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 affirmed at 'BBB-';
   -- Class B-1 affirmed at 'BB+'; and
   -- Class B-2 affirmed at 'BB'.

Series 2005-FFH3

   -- Classes I-A-1, II-A-2, & II-A-3 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'BBB+';
   -- Class M-8 affirmed at 'BBB';
   -- Class M-9 affirmed at 'BBB';
   -- Class M-10 affirmed at 'BBB-';
   -- Class B-1 affirmed at 'BB+';
   -- Class B-2 affirmed at 'BB';
   -- Class B-3 affirmed at 'BB-'; and
   -- Class B-4 affirmed at 'B+'.

Series 2005-FFH4

   -- Classes I-A-1 & II-A-1 through II-A-4 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A+';
   -- Class M-5 affirmed at 'A';
   -- Class M-6 affirmed at 'A-';
   -- Class M-7 affirmed at 'A-';
   -- Class M-8 affirmed at 'BBB+';
   -- Class M-9 affirmed at 'BBB';
   -- Class M-10 affirmed at 'BB+';
   -- Class B-1 affirmed at 'BB+';
   -- Class B-2 affirmed at 'BB'; and
   -- Class B-3 affirmed at 'BB'.

The affirmations, affecting approximately $3.1 billion of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

The downgrades, affecting approximately $92.4 million of the
outstanding certificates, are taken as a result of a deteriorating
relationship between credit enhancement and expected loss.  In
addition, the Rating Watch Negative affects $77.1 million of the
outstanding certificates.

The negative rating actions on the above transactions are
primarily the result of losses exceeding excess spread for at
least seven of the past nine months and, as a result, eroding the
overcollateralization (OC) below target.  For series 2004-FFH1 and
series 2004-FFH2, the most subordinate bond is downgraded to a
distressed recovery rating because Fitch expects the OC to be
depleted within the next 6-18 month.  After the OC is depleted,
the most subordinate bonds will begin to be written down because
of collateral losses.

The collateral of the above transactions consists of fixed-rate
and adjustable-rate subprime mortgage loans secured by first-liens
on residential properties.  In addition, a majority of the loans
had original loan-to-values over 80%. All of the loans were
originated or acquired by First Franklin Financial Corp.

Also, the loans collateralizing the above transactions are
serviced by either HomEq Servicing Corp. ('RPS1'), Saxon Mortgage
Inc. ('RPS2+'), Select Portfolio Servicing ('RPS2'), Wilshire
Credit Corp. ('RPS1'), or National City Home Loan Services
('RPS2').

The pool factors for the above transactions range from 15%
(2004-FFH1) to 78% (2005-FFH4).  The seasoning ranges from
14 months (2005-FFH4) to 35 months (2004-FFH1).


FLYI INC: Wants Court Approval on Cisco Agreement
-------------------------------------------------
FLYi Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to approve a stipulation between the
Debtors and Cisco Systems Capital Corp. resolving lease-related
claims.

                       Lease Agreement

The Debtors and Cisco are parties to a certain master agreement to
lease equipment No. 4142 and various schedules.  Pursuant to the
Lease Agreement, Cisco leased certain communications and other
equipment to the Debtors for use in their operations.

The Debtors' obligations under the Lease Agreement were secured
by the Debtors' grant of a security interest in the Lease
Equipment.

As a result of the cessation of the Debtors' airline operations,
the Debtors no longer needed the bulk of the Leased Equipment,
but still needed to retain a portion of it as they wind down
their affairs.  Accordingly, the Debtors and Cisco have agreed to
the Debtors' retention of certain of the Leased Equipment, and
the return of the unnecessary equipment to Cisco on June 16,
2006.

The Retained Equipment have current fair market value of $38,000,
and the Returned Equipment $250,000.  The balance due for the
remainder of the Lease Agreement on account of the Leased
Equipment is $1,024,138.

Cisco has filed Claim No. 4875 for $207,854 relating to the
postpetition use of the Leased Equipment through March 31, 2006;
and Claim No. 4878 for $1,232,937, secured by the Leased
Equipment, relating to future amounts due under the Leased
Agreement.

                        Stipulation

To resolve the issues relating to the Lease Agreement, Leased
Equipment and the related claims, the Debtors and Cisco agreed
that:

    -- Claim No. 4875 will be allowed for $42,171 as an
       administrative claim;

    -- Claim No. 4878 will be allowed for (i) $38,000 as a
       secured claim on account of the Retained Equipment, and
       (ii) $736,138 as a general unsecured claim in account of
       the deficiency claim for the Leased Equipment;

    -- the Claims will be allowed in the Debtors' Chapter 11 case
       in the amounts specified for all purposes, including
       voting on the Debtors' First Amended Joint Plan and
       distribution;

    -- Cisco will not file any additional proofs of claim in
       connection with the liabilities asserted in the Claims or
       relating to the Lease Agreement or the Leased Equipment or
       assert any liabilities against the Debtors or third
       parties; and

    -- Cisco will not contest any objection to the Claims to the
       extent that the objection seeks relief consistent with the
       stipulation.

                              About FLYi Inc.

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

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The hearing
to consider confirmation of the Debtors' Plan is set for March 12,
2007.  (FLYi Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOSTER WHEELER: Good Performance Cues S&P's to Lift Ratings to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Foster
Wheeler Ltd., including its corporate credit rating to 'BB' from
'B+'.  The Clinton, New Jersey-headquartered engineering and
construction company had total reported debt of approximately
$203 million at Dec. 29, 2006.  The outlook is stable.

"The upgrade reflects the company's improved operating performance
and its strengthened financial risk profile, combined with a
generally favorable intermediate-term outlook for global energy-
related construction markets," said Standard & Poor's credit
analyst James Siahaan.

Foster Wheeler should have solid book of business in the near to
intermediate term, and it has reduced the level of debt on its
balance sheet to a reasonable level.  Demonstrated consistency in
profitability and generation of sufficient free cash flow would
strengthen the credit profile and could result in an outlook
revision to positive.

Conversely, a more aggressive-than-expected acquisition policy,
declining liquidity or an unexpected deterioration in performance
could prompt an outlook revision to negative, or, in a more severe
case, a downgrade.


FRANCISCO RIVERA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Francisco J. Baez Rivera
        16 Calle Comercio
        Ponce, PR 00731

Bankruptcy Case No.: 07-01440

Chapter 11 Petition Date: March 20, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  Modesto Bigas Law Office
                  P.O. Box 7462
                  Ponce, PR 00732-7462
                  Tel: (787) 844-1444

Total Assets: $100,000 to 1 million

Total Debts:  $1 million to 100 million

Debtor's 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim         Claim Amount
  ------                   ---------------         ------------
Eurobank                         Bank Loan             $392,474
P.O. Box 195447
San Juan, PR
00919-5447

Gualberto Negron                                       $240,251
Martinez
C/o LCDO, Epifanio
Davila Rodriguez
P.O Box 915
Villalba, PR
00766-0915

Internal Revenue Service        Trade Debt             $225,108
Mercantil Plaza Office 914
2 Ponce De Leon PDA 27 1/2
San Juan, PR 00918-1693

Dawn Food International Inc.                            $50,000

Internal Revenue Service        Trade Debt              $33,809

Banco Popular                                           $25,000

Departmento Del Trabajo                                 $24,739
Y Rec Hum

Deparmento De Hacienda          Trade Debt              $22,845

Municipio Autonomo De Ponce      Bank Loan              $21,323

Senior Distributor                                      $20,168

Cooperativa De A/C Agustin                              $20,086
Burgos

Centro Recaudacion                                      $19,951

Helepan Inc                                             $19,431

RJ Reynolds Tobacco Co.                                 $13,649

Suiza Dairy                                             $12,108

Caribe Bakery Supplies                                  $10,480

Banco Popular                                           $10,000

R&G Premier Bank                                         $7,000

John P. Miller                                           $6,888

Miller Distributors                                      $6,888


FREEPORT-MCMORAN: S&P Rates Proposed $2.5 Bil. Stock Offering at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preferred
stock rating to the proposed $2.5 billion 6.75% mandatory
convertible preferred stock offering of Freeport-McMoRan
Copper & Gold Inc.

"Proceeds from the preferred stock offering will be used to repay
a portion of the debt incurred for Freeport's acquisition of
Phelps Dodge Corp. (BB/Stable/B)," said Standard & Poor's credit
analyst Thomas Watters.

Pro forma for the Phelps Dodge transaction, the company had
approximately $18 billion in debt, adjusted for operating leases,
asset-retirement obligations and postretirement obligations.

The ratings on New Orleans-based Freeport reflect its leading
position in copper mining, its significant and diverse reserve
base, its very low cost Indonesian operations, strong liquidity,
and current favorable metals prices.

The ratings also reflect very aggressive debt levels, exposure to
cyclical and volatile commodity prices, rising costs, challenges
faced at its mature U.S.-based operations, and exposure to the
political and sovereign risks of Indonesia.

Ratings List:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Credit Rating, BB/Stable/
      -- Senior Secured, BB+
      -- Senior Unsecured, B+
      -- Preferred Stock, B

New rating:

      -- $2.5 billion 6.75% mandatory convertible preferred stock,
         B


GALE FORCE: Moody's Rates $29.1 Million Notes at Ba2
----------------------------------------------------
Moody's Investors Service assigned ratings to Notes and
Combination Securities issued by Gale Force 3 CLO, Ltd.:

   * Aaa to the $300,000,000 Class A-1 First Priority Senior
     Secured Floating Rate Delayed Draw Notes Due 2021;

   * Aaa to the $143,300,000 Class A-2 First Priority Senior
     Secured Floating Rate Term Notes Due 2021;

   * Aa2 to the $32,400,000 Class B-1 Second Priority Senior
     Secured Floating Rate Notes Due 2021;

   * Aa2 to the $12,000,000 Class B-2 Second Priority Senior
     Secured Fixed Rate Notes Due 2021;

   * A2 to the $26,100,000 Class C Third Priority Senior Secured
     Deferrable Floating Rate Notes Due 2021;

   * Baa2 to the $27,600,000 Class D Fourth Priority Mezzanine
     Deferrable Floating Rate Notes Due 2021;

   * Ba2 to the $21,600,000 Class E Fifth Priority Mezzanine
     Deferrable Floating Rate Notes Due 2021 and

   * Ba2 to the $7,500,000 Combination Notes Due 2021.

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

GSO Capital Partners LP will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


GALLATIN CLO: Moody's $15.5 Million Class B-2L Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by
Gallatin CLO III 2007-1 Ltd.:

   * Aaa to the $253,000,000 Class A-1L Floating Rate Notes Due
     2021;

   * Aaa to the Up To $60,000,000 Class A-1LR Floating Rate
     Revolving Notes Due 2021;

   * Aaa to the $4,800,000 Class X Floating Rate Notes Due 2013;

   * Aa2 to the $33,000,000 Class A-2L Floating Rate Notes Due
     2021;

   * A2 to the $24,500,000 Class A-3L Floating Rate Notes Due
     2021;

   * Baa2 to the $15,500,000 Class B-1L Floating Rate Notes Due
     2021 and

   * Ba2 to the $15,500,000 Class B-2L Floating Rate Notes Due
     2021.

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

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

Bear Stearns Asset Management Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GENERAL MOTORS: Annual Stockholders' Meeting Scheduled on June 5
----------------------------------------------------------------
General Motors Corporation will hold its annual meeting of
stockholders at 9:00 a.m., on June 5, 2007, at the Hotel du Pont,
11th and Market Streets in Wilmington, Delaware.

At the meeting, stockholders will be asked to vote on:

    * The election of directors for the next year;

    * The ratification of the selection of independent public
      accountants for the next year;

    * The approval of the 2007 Annual Incentive Plan;

    * The approval of the 2007 Long-Term Incentive Plan; and

    * Ten stockholder proposals, if they are properly presented at
      the meeting.

Holders of GM Common Stock at the close of business on April 9,
2007, will be entitled to vote at the meeting.

A full-text copy of the definitive proxy statement for the annual
meeting is available for free at:

               http://ResearchArchives.com/t/s?1c1f

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GENERAL MOTORS: Awards Stock Grants to Executives
-------------------------------------------------
General Motors Corporation is giving bonuses in the form of stock
to Chairman and Chief Executive Rick Wagoner and other top
executives, the Wall Street Journal reports.

Filings with the U.S. Securities and Exchange Commission show that
Mr. Wagoner received restricted stock valued at $2.8 million and
500,000 options.  A total of 18 executives also disclosed equity
grants in separate filings, the WSJ relates.

The move, according to WSJ, could cause difficulties in the
company's efforts to get additional concessions from its biggest
U.S. labor union.

Citing company spokeswoman Renee Rashid-Merem, WSJ relates that
GM's GM's board makes a decision annually on granting stock-based
compensation.  Executive compensation had undergone scrutiny in
recent years due to the company's sinking financial position.

WSJ further relates that these executives also receive stock
grants:

    * Vice Chairman Bob Lutz with 60,000 restricted stock units
      valued at $1.8 million and 250,000 options,

    * Chief Financial Officer Frederick Henderson with 60,000
      restricted stock units valued at $1.8 million and 250,000
      options;

    * North American Chief Troy Clarke with 45,000 restricted
      stock units valued at $1.32 million and 50,000 options; and

    * Europe Chief Carl-Peter Forster with 40,000 restricted stock
      units valued at $1.17 million and 40,000 options.

The value of the restricted stock units was calculated based on
the closing price of $29.35 as of March 20, 2007.  Restricted
stock units vest in equal installments every year over five years,
while their option awards vest annually in three equal
installments over three years while the options have an exercise
price of $29.11 each, and expire in 2017, WSJ reports.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GETTY IMAGES: Moody's Holds Ba2 Rating on $265 Million Debentures
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
and Ba2 rating on the $265 million of convertible subordinated
debentures of Getty Images, Inc.  The rating outlook remains
stable.

The Ba1 Corporate Family Rating reflects strong credit metrics for
the rating category, a leading market position in the stock
imagery market and broad geographic diversification of Getty's
customer base.  The ratings are constrained by limited business
line diversification, the increasing supply of lower priced
digital imagery and potential threats from new competitors or
technologies.

Moody's will continue to monitor developments in Getty's ongoing
stock option investigation and may consider taking negative action
on the outlook or ratings as more information becomes available.

On Feb. 21, 2007, Getty received notice of an Event of Default
from the trustee related to the company's failure to file its
third quarter 2006 Form 10-Q with the Securities and Exchange
Commission.  Getty reported that it does not believe it has failed
to perform any of its obligations under the indenture because the
indenture does not contain an express covenant requiring the
company to provide the trustee or the bondholders with periodic
reports.  Consequently, Getty indicated that, in its view, these
notices of default are without merit.

Because Getty has received a notice of an "Event of Default" from
the trustee, the trustee or holders of at least 25% in aggregate
principal amount of the Debentures could declare all unpaid
principal and accrued interest on the Debentures then outstanding
to be immediately due and payable.  Getty reported that it
believes that if the Debentures were to be accelerated, it would
have adequate financial resources to pay any unpaid principal and
any interest that would then be due on the Debentures and also
would have the option of contesting the legal basis for the
notices of default and any such acceleration.

On March 23, 2007, Getty reported that it entered into a new
$200 million senior unsecured 364 day revolving credit facility.
The revolver is guaranteed by substantially all the domestic
operating subsidiaries of the company.  The revolver has a
committed accordion feature which allows Getty to increase the
commitment from $200 million to up to $350 million within 6 months
from the closing date, absent a material adverse change in the
company's operations.  Pro forma for the recently reported
MediaVast, Inc. acquisition and the new $200 million revolver,
Moody's expects Getty to have about $500 million of combined
liquidity in the form of cash, short term investments, available
revolver and committed accordion.  Under the terms of the new
credit facility, Getty must become current on its periodic SEC
filings by June 14, 2007, to avoid an event of default.

The potential acceleration of the Debentures is not expected to
affect the ratings in the near term because Getty's current
liquidity can easily fund the acceleration of any, or all, of the
Debentures.

Affirmed:

   * $265 million series B convertible subordinated notes due
     2023, Ba2, LGD5, 77% from LGD5, 71%

   * Corporate family rating, Ba1

   * Probability of default rating, Ba1

The stable ratings outlook anticipates modest organic revenue
growth and continued strong cash flow from operations.  Credit
metrics are expected to improve modestly in 2007 and remain strong
for the Ba1 rating category.

Headquartered in Seattle, Washington, Getty Images, Inc. is a
leading creator and distributor of high quality imagery and
related services to creative professionals at advertising
agencies, graphic design firms, corporations, and film and
broadcasting companies; editorial customers involved in newspaper,
magazine, book, CD-ROM and online publishing; and corporate
marketing departments and other business customers.  Revenues are
principally derived from licensing rights to use images that are
delivered digitally over the internet.  Revenues for the year
ended Dec. 31, 2006, are expected to be about $807 million.


G-FORCE: S&P Junks Rating on Class N Certificates
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage-backed securities pass-through
certificates from G-FORCE 2005-RR LLC.  Concurrently, the ratings
on 12 other classes were affirmed.

The downgrades reflect expected credit support erosion related to
anticipated losses and the negative credit migration of several
certificates in the collateral pool.

As of the March 22, 2007, remittance report, the collateral pool
consisted of 42 classes of subordinated fixed-rate CMBS
pass-through certificates with an aggregate principal balance of
$489.3 million, compared with 42 classes of certificates totaling
$489.4 million at issuance.  The collateral pool includes
16 distinct CMBS transactions issued between 1996 and 2000.

Fifty-seven percent of the collateral balance is concentrated in
five underlying transactions:

     -- GMAC Commercial Mortgage Securities' series 1999-C1 (17%);

     -- Chase Commercial Mortgage Securities Corp.'s series 1998-2
        (15%);

     -- Morgan Stanley Capital I Inc.'s series 1999-WF1 (8%),

     -- Bear Stearns Commercial Mortgage Securities' series 2000-
        WF1 (8%); and

     -- DLJ Commercial Mortgage Corp.'s series 1999-CG3 (8%).

The 16 CMBS transactions are collateralized by 2,361 loans with an
outstanding principal balance of $12.1 billion, down from
2,687 loans with an aggregate principal balance of $17.7 billion
at issuance.  The certificates in the collateral pool exhibit
credit characteristics consistent with a 'B+' rated obligation,
unchanged from issuance.

While none of the certificates had investment-grade ratings at
issuance or received credit estimates commensurate with
investment-grade obligations at issuance, the credit quality of
18.3% of the certificates is currently commensurate with an
investment-grade rating.

Most are equivalent to a low investment-grade rating.  Several
certificates with credit estimates, however, have experienced
downward credit migration, which contributed to the lowered
ratings.

Since the collateral for the mortgage certificates consists of
CMBS pass-through certificates rather than mortgage loans, there
is no direct relationship between real estate losses in the loan
pools and losses realized by the G-FORCE 2005-RR transaction.
Losses associated with the mortgage loans are first realized by
the CMBS trusts that issued the pass-through certificates secured
by the mortgage loans.  The losses on the pass-through certificate
balances are then allocated to the balances of the certificates in
the 2005-RR transaction.  The resultant credit enhancement levels
adequately support the lowered and affirmed ratings.

                         Ratings Lowered

                       G-FORCE 2005-RR LLC

               Commercial Mortgage-Backed Securities
            Pass-Through Certificates Series 2005-RR LLC

                       Rating
                       ------
          Class     To         From    Credit enhancement
          -----     --         ----    ------------------
          L         B          B+            8.60%
          M         B-         B             7.70%
          N         CCC+       B-            6.67%

                         Ratings Affirmed

                       G-FORCE 2005-RR LLC

               Commercial Mortgage-Backed Securities
            Pass-Through Certificates Series 2005-RR LLC

               Class     Rating   Credit enhancement
               -----     ------   ------------------
               A-1       AAA            37.25
               A-2       AAA            37.25
               B         AA             29.03
               C         A              23.89
               D         A-             22.86
               E         BBB+           19.39
               F         BBB            17.72
               G         BBB-           15.54
               H         BB+            12.58
               J         BB             11.30
               K         BB-            10.14
               X         AAA             N/A


GOLDENTREE LOAN: Moody's Rates $17.8 Million Notes at Ba2
---------------------------------------------------------
Moody's Investors Service assigned ratings to notes and
Combination Securities issued by GoldenTree Loan Opportunities
III, Limited:

   * Aaa to the $100,000,000 Class A 1A-S Senior Secured Revolving
     Floating Rate Notes due 2022;

   * Aa1 to the $25,000,000 Class A 1A-J Senior Secured Floating
     Rate Notes due 2022;

   * Aaa to the $354,500,000 Class A 1B-S Senior Secured Floating
     Rate Notes due 2022;

   * Aa1 to the $39,500,000 Class A 1B-J Senior Secured Floating
     Rate Notes due 2022;

   * Aa2 to the $34,500,000 Class A 2 Senior Secured Floating Rate
     Notes due 2022;

   * A2 to the $43,500,000 Class B Senior Secured Deferrable
     Floating Rate Notes due 2022;

   * Baa2 to the $52,500,000 Class C Senior Secured Deferrable
     Floating Rate Notes due 2022;

   * Ba2 to the $25,500,000 Class D Secured Deferrable Floating
     Rate Notes due 2022;

   * Baa3 to the $3,000,000 Type I Composite Notes due 2022;

   * Ba2 to the $7,800,000 Type II Composite Notes due 2022
     and

   * Ba2 to the $10,000,000 Type III Composite Notes due 2022.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of debt
obligations, Participation Interests, Synthetic Securities and
Structured Finance Obligations due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

GoldenTree Asset Management LP will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GOODYEAR TIRE: Sells Unit to Carlyle Group for $1.475 Billion
-------------------------------------------------------------
The Goodyear Tire & Rubber Company has agreed to sell
substantially all of its Engineered Products business to EPD,
Inc., an entity sponsored by Carlyle Partners IV, L.P., for
$1.475 billion, subject to certain post-closing adjustments.

The transaction is subject to customary closing conditions,
including the receipt of regulatory approvals as well as EPD's
completion of a labor agreement with the United Steelworkers
union.

As part of the transaction, Goodyear has agreed to a trademark
licensing agreement with EPD to use the Goodyear brand and certain
other trademarks in connection with the Engineered Products
business.

Goodyear expects to record a gain on the sale, the amount of which
has not yet been finalized.

"This transaction reinforces our focus on our core consumer and
commercial tire businesses and on improving our balance sheet,"
said Robert J. Keegan, Goodyear chairman and chief executive
officer.  "We anticipate using the proceeds for purposes including
reducing debt, addressing legacy obligations and supporting growth
in our tire businesses."  Specific plans regarding debt reduction
and investments will be announced at a later date.

"Engineered Products is a successful business with outstanding
associates who have made important contributions to Goodyear.  We
thank them for these contributions," Mr. Keegan added.

"I'm confident the resources and business philosophy of Carlyle
will support Engineered Products' growth and continued success
going forward."

Timothy R. Toppen, president, Goodyear Engineered Products, said
the transaction will not interfere with its daily operations or on
meeting customer needs.

"The cornerstone of our operating philosophy stays intact - we
want to help our customers grow their businesses for the long-
term," Mr. Toppen said.

                     About The Carlyle Group

The Carlyle Group is one of the world's largest private equity
firms with $54.5 billion under management, investments in more
than 185 companies and 750 employees in 16 countries.  In the
aggregate, Carlyle portfolio companies have more than $68 billion
in revenue and employ more than 200,000 people around the world.

               About Goodyear Engineered Products

Goodyear Engineered Products operates 32 facilities in 12
countries and has approximately 6,500 associates.  It manufactures
and markets engineered rubber products for industrial, military,
consumer and transportation original equipment end-users.  The
product portfolio of the business includes hose, conveyor belts,
power transmission products, rubber track, molded products and air
springs.  In 2006, Engineered Products had sales of approximately
$1.5 billion.

             About The Goodyear Tire & Rubber Company

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

                            *     *     *

As reported in the Troubled Company Reporter on March 15, 2007,
Fitch Ratings affirmed ratings for The Goodyear Tire & Rubber
Company and revised the Rating Outlook to Stable from Negative.
The ratings affirmed are: Issuer Default Rating at 'B';
$1.5 billion first lien credit facility at 'BB/RR1'; $1.2 billion
second lien term loan at 'BB/RR1'; $300 million third lien term
loan at 'B/RR4'; $650 million third lien senior secured notes at
'B/RR4'; and Senior unsecured debt at 'CCC+/RR6'.


GREAT COMMISSION: Court Approves Province Valuation as Appraiser
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
gave The Great Commission Care Communities Inc. dba The Woods at
Cedar Run permission to employ Province Valuation Group, as its
appraiser.

The firm is expected to provide a market value appraisal for the
Debtor's property located at 824 Lisburn Road, in Camp Hill,
Pennsylvania.

The firm will charge the Debtor $4,500 for preliminary desk review
and Phase II fees at $3,000.

Carol Reynolds, a principal of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Ms. Reynolds can be reached at:

     Carol Reynolds
     Province Valuation Group
     5800 Mountain Creddk Drive
     Sandy Springs, GA 30328
     Tel: (404) 459-0066

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.
Timothy E. Dixon, Esq., represents the Debtor in bond matters.
Michael B. Schaedle, Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors.  Howard S. Cohen, CPA,
at Parente Randolph LLC gives financial advice to the Committee.
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GREENVILLE HOUSING: Moody's Withdraws Ca Rating on $14 Mil. Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ca rating for the
$14,355,000 Greenville Housing Finance, LLC Taxable Mortgage
Backed Revenue Bonds Series 2003A in connection with the
cancellation of these Senior Bonds at the direction of the Senior
Bondholders.  The project was sold through foreclosure on
Nov. 6, 2006.

The winning and only bid for the project was $11,500,000 from the
lender, Allied Mortgage Capital Corporation, who then took title
to the project.  At the direction of the Senior Bondholders and
after payment of certain fees and expenses, the lender transferred
the title and the trustee transferred all remaining trust funds
($15,179) to the Senior Bondholders who, in exchange for the title
and the remaining trust funds, tendered $12,215,000 in Series
2003A bonds to the trustee for cancellation.

Based on Moody's understanding, the amount tendered represents 85%
of outstanding principal on the Senior Bonds, which was
$14,330,000 as of Nov. 6, 2006.  With regards to the Series 2003B
Bonds and the Series 2003C Bonds, the trustee does not anticipate
any funds being available to pay the Subordinate Bondholders since
no funds remain in the trust.  Moody's did not rate the
Subordinate Bonds.


HANCOCK FABRICS: Can Borrow Up to $10 Million from Wachovia
-----------------------------------------------------------
The Hon. Judge Brendan Linehan Shannon of the United States
Bankruptcy Court for the District of Delaware has authorized
Hancock Fabrics Inc. and its debtors-affiliates to borrow, on an
interim basis, up to $10,000,000 in Loans and Letters of Credit
from Wachovia Bank, N.A., and certain other lenders, pursuant to
financing agreements, as amended by a Ratification and Amendment
Agreement dated March 22, 2007.

The Debtors have prepared and delivered to the DIP Lenders an
initial 13-week budget.  The Budget, however, has not been filed
with the Court as of March 22, 2007.

The Budget sets forth projected weekly cash receipts, projected
weekly cash disbursements, and projected weekly amounts of Loans
and Letters of Credit available to the Debtors commencing with
the week ending March 24, 2007.

The Court will convene a final hearing on April 12, 2007, at
10 a.m., to consider the Debtors' request for approval of the DIP
Financing.

Any party-in-interest who opposes the Debtors' request must serve
and file written objections with the Court by April 2, 2006.  Any
statutory committee of creditors appointed in the case will have
until April 6, 2007, to file an objection to the DIP Financing.

A full-text copy of the 26-page Ratification Agreement dated
March 22, 2007, is available for free at:

               http://researcharchives.com/t/s?1c15

A full-text copy of the 28-page Interim DIP Order is available
for free at http://researcharchives.com/t/s?1c16

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC:HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on July 19,
2007.  (Hancock Fabric Bankruptcy News, Issue No. 2,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Wants to Use Prepetition Lenders' Cash Collateral
------------------------------------------------------------------
Hancock Fabrics Inc. and its Debtor affiliates seek permission
from the United States Bankruptcy Court for the District of
Delaware to use the Prepetition Lenders' cash collateral pursuant
to Section 363(c)(2) of the Bankruptcy Code.

Before their bankruptcy filing, the Debtors obtained financing
under a Loan and Security Agreement, dated June 29, 2005, as
amended, with Wachovia Bank, N.A.  The Prepetition Loan Agreement
provides the Debtors with a five-year commitment for borrowings up
to a $110,000,000 cap.  The Loan Agreement also contemplates the
issuance of letters of credit aggregating up to $25,000,000,
provided total borrowings do not exceed $110,000,000.

As of March 21, 2007, the Debtors owed the Prepetition Lenders
not less than $64,936,402, consisting of:

   -- revolving loan obligations not less than $56,095,894; and
   -- letter of credit obligations not less than $8,840,507.

To secure the Debtors' obligations under the Prepetition Loan
Agreement, the Lenders hold a first priority lien on
substantially all of the Debtors' assets, including inventory.
However, the Lenders do not have perfected security interests
extending to the Debtors' non-residential real property leases or
any proceeds or fixtures with respect to the leases.

Jane F. Aggers, president and chief executive officer of Hancock
Fabrics Inc., relates that the Debtors will require the ability
to use cash and the proceeds of existing accounts receivables to
maintain the operation of their businesses and preserve their
value as going concern.  According to Ms. Aggers, both cash and
accounts receivables constitute part of the Prepetition Lenders'
collateral.

Wachovia and the Prepetition Lenders have consented to the
Debtors' use of cash collateral.

Ms. Aggers tells the Court that the Debtors have not performed an
analysis to determine the validity and enforceability of the
Prepetition Lenders' liens, including liens on the cash
collateral.  Accordingly, the Debtors make no admission as to the
validity and enforceability of any liens.

The Debtors advise the Court that they do not possess and will
not assert any claim, counterclaim, set-off or defense that would
affect the validity, enforceability and non-avoidability of the
Prepetition Lenders' liens, claims or security interests in the
cash collateral.

In the event that any Official Committee of Unsecured Creditors
appointed in the Debtors' chapter 11 cases wants to challenge the
Prepetition Lenders' liens, the Debtors ask the Court to order
that any avoidance actions against the Lenders be filed within 60
days following the Committee's appointment.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC:HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on July 19,
2007.  (Hancock Fabric Bankruptcy News, Issue No. 2,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: NYSE Suspends Trading of Common Stock
------------------------------------------------------
NYSE Regulation Inc. has determined that the common stock of
Hancock Fabrics Inc. should be suspended immediately.  The company
is seeking alternate market arrangements for its common stock.

The action is being taken in view the bankruptcy filing of the
company and its subsidiaries under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

The company has a right to a review of this determination by
a Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including any appeal by the company of the NYSE Regulation
staff's decision.  The NYSE noted that it may, at any time,
suspend a security if it believes that continued dealings in the
security on the NYSE are not advisable.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC:HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on July 19,
2007.  (Hancock Fabric Bankruptcy News, Issue No. 2,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Organizational Meeting Scheduled for April 4
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Hancock Fabrics, Inc. and its debtor-
affiliates' joint chapter 11 cases at 10:00 a.m., on
April 4, 2007, at the Doubletree Hotel, 700 King Street, Salon L
in Wilmington, Delaware.

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

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

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

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

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC:HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on July 19,
2007.


HEALTHSOUTH CORP: Sells Surgery Division to TPG for $945 Million
----------------------------------------------------------------
HealthSouth Corporation reported an agreement to sell its Surgery
Division to TPG for approximately $945 million.  The purchase
price consists of cash consideration of approximately $920 million
and an equity interest whereby HealthSouth has the opportunity to
participate in the future success of the newly-formed company.

This future consideration is estimated to be worth
$25 - $30 million assuming a five-year horizon.

HealthSouth's Surgery Division is comprised of a network of 139
outpatient surgery centers and three surgical hospitals that
provide high quality surgical services to physicians and their
patients across the country.  The facilities are located in 35
states, with a concentration of centers in California, Texas,
Florida, North Carolina, and Alabama.  The new company will be
among the nation's largest providers of outpatient surgical
services.  The transaction is expected to be completed in the
third quarter 2007, and is subject to customary closing
conditions, including regulatory approval.

"[Mon]day's announcement marks a major milestone in the strategic
repositioning of HealthSouth as a post-acute healthcare provider,
focusing on inpatient rehabilitative services.  The proceeds from
this transaction will be used to pay down a significant portion of
our long-term debt, thereby strengthening our balance sheet and
positioning us to grow our core business," said Jay Grinney,
HealthSouth president and chief executive officer.  "We conducted
a rigorous auction process and we congratulate TPG on being the
winning bidder.  TPG is a well-respected firm with extensive
experience in the healthcare industry.  We look forward to working
with them to ensure a smooth transition as our Surgery Division
becomes a stand-alone entity."

"TPG is excited about the opportunity to partner with a strong
management team and to invest in the largest operator of multi-
specialty surgical centers," said Todd Sisitsky, principal at TPG.
"We believe that the Surgery Division has excellent growth
prospects as a stand-alone business, and look forward to working
with management and the facilities' world class physician base to
help the company achieve its full potential."

"We are pleased to expand TPG's presence in the outpatient surgery
sector, which benefits from strong organic growth and attractive
fundamentals," said Leonard D. Schaeffer, senior healthcare
investment advisor to TPG.  "With a reputation for clinical
excellence through its network of outstanding physicians, the
Surgery Division represents an excellent platform, and TPG, along
with management, is committed to strengthening the company and
continuing to deliver high quality care for patients."

Certain members of HealthSouth's senior management team including
Mike Snow, chief operating officer, and Joe Clark, president of
the surgery division, will be leaving HealthSouth to join the
newly formed company, which is expected to remain headquartered in
Birmingham, Alabama.  HealthSouth will provide certain corporate
support services to the new company for an interim period of time
under a Transition Services Agreement.

Goldman, Sachs & Co. served as HealthSouth's financial advisor for
this transaction.

                            About TPG

TPG -- http://www.tpg.com/-- is a private investment partnership
that was founded in 1992 and currently has more than $30 billion
of assets under management.  With offices in San Francisco,
London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne,
Menlo Park, Mumbai, Shanghai, Singapore and Tokyo, TPG has
extensive experience with global public and private investments
executed through leveraged buyouts, recapitalizations, spinouts,
joint ventures and restructurings.  TPG's investments span a
variety of industries including healthcare, retail/consumer,
airlines, media and communications, industrials, technology and
financial services.

                         About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(NYSE:HLS)  -- http://www.healthsouth.com/-- is the largest
provider of rehabilitative health care and ambulatory surgery
services in the United States, with 978 facilities and
approximately 33,000 full- and part-time employees.  The company
provides these services through a national network of inpatient
and outpatient rehabilitation facilities, outpatient surgery
centers, diagnostic centers, and other health care facilities.

The company's Dec. 31, 2006, balance sheet showed $3.359 billion
in total assets, $4.885 billion in total liabilities,
$271.1 million in minority interest, and $387.4 million in
convertible perpetual stock, resulting in a $2.184 billion total
stockholders' deficit.


HEALTHTRONICS INC: Revenue Drop Cues S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Austin, Texas-based urology services and medical device
manufacturer HealthTronics Inc. to negative from stable and
affirmed its 'BB-' corporate credit rating on the company.

"The outlook revision reflects Standard & Poor's concerns about
HealthTronics' 8% decline in core urology service revenues (and 6%
decline in revenues from continuing operations) in 2006 from 2005,
and the company's planned expansion into new urology procedures,"
explained Standard & Poor's credit analyst Cheryl Richer.

"While HealthTronics currently has negligible debt, we anticipate
that some portion of future acquisitions will be debt-financed and
that these acquisitions will add integration risk."

The rating on HealthTronics reflects the company's narrow business
focus, vulnerability to third-party reimbursement rates, and
significant minority interest payments.  The rating also reflects
the company's mature lithotripsy operations, which have been
experiencing declining volumes, and its acquisition-based growth
strategy.  These challenges are mitigated by HealthTronics' market
leadership in the lithotripsy medical segment, its efforts to
leverage its physician-partner base to expand its product
portfolio, and its negligible debt.


HKW TRADING: Court Sets May 30 as Claim Filing Deadline
-------------------------------------------------------
The U.S. District Court for the Middle District of Florida set
May 30, 2007, as the deadline for any person or entity owed money
by HKW Trading LLC, Howard Waxenberg Trading LLC, and Downing &
Associates Technical Analysis nka The Estate of Howard Waxenberg
(Downing), to file their proofs of claim against the companies.

HKW Trading and its affiliates are under receivership pursuant to
a civil action filed by the Securities and Exchange Commission
against the companies on June 9, 2005.  Burton W. Wiand, Esq., at
Fowler White Boggs Banker was appointed as receiver.

                        SEC Civil Action

As reported in the Troubled Company Reporter on June 20, 2005, the
SEC filed an emergency civil action against HKW Trading, Howard
Waxenberg, and Downing & Associates in connection with a Ponzi
scheme orchestrated by the deceased Howard K. Waxenberg of
Bradenton, Florida.

The complaint alleged that from at least 1990 through May 2005,
the Defendants raised more than $70 million by offering and
selling securities to approximately 200 investors, and that the
Defendants operated a Ponzi scheme by paying out approximately 20%
annualized returns to investors, in part, from new investors'
capital, among other things.

                          Distribution

The Receiver and his professionals have examined voluminous
documents and reconstructed the books and records relating to the
Defendants.  Based on their work, the Receiver has determined a
net investment amount and loss percentage for investor "accounts".

The Receiver explains that the net investment amount for an
account is calculated by adding all amounts contributed by the
pertinent investor to an account and subtracting all payments made
to that account holder, regardless of whether those payments were
characterized as interest, earnings, return of principal,
consulting fees, or others.  The loss percentage for an account is
derived by dividing the net investment amount for an account by
the total amount contributed by the pertinent investor to that
account.

The Receiver declares that to the extent the Receivership Entities
do not have sufficient funds to pay all valid claims, the
recipients and amounts of the Receiver's distributions will be
based on the net investment amounts and loss percentages.

                      Claim Filing Details

Proofs of claim forms can be obtained by mail from:

      Maya M. Lockwood, Esq.
      Fowler White Boggs Banker, P.A.
      501 East Kennedy Boulevard, Suite 1700
      Tampa, FL 33602
      Tel: (813) 228-7411

Modified proof of claim forms can also be retrieved at
http://hkw.fowlerwhite.com/

Accomplished proofs of claim must be delivered on or before
the May 30 deadline to:

      Burton W. Wiand, Esq.
      Receiver
      c/o Maya M. Lockwood, Esq.
      Fowler White Boggs Banker, P.A.
      501 East Kennedy Boulevard, Suite 1700
      Tampa, FL 33602


INSURANCE AUTO: Launches Offering $150 Mil. of 11% Senior Notes
---------------------------------------------------------------
Insurance Auto Auctions, Inc. is offering to purchase for cash any
and all of its outstanding $150 million aggregate principal amount
of 11% Senior Notes due 2013, on the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated March 22, 2007, and the accompanying
Consent and Letter of Transmittal.

The company is also soliciting consents from holders of the Notes
for certain amendments that would, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default contained in the indenture under which the Notes were
issued.  Adoption of the proposed amendments requires the consent
of holders of at least a majority of the aggregate principal
amount of the Notes outstanding.

As previously disclosed on Dec. 22, 2006, the company plans to
combine operations with ADESA, Inc., which has entered into a
definitive merger agreement under which affiliates of Kelso &
Company, GS Capital Partners, ValueAct Capital and Parthenon
Capital will acquire all of ADESA, Inc.'s outstanding common stock
for $27.85 per share in cash.  The completion of the Offer and
Consent Solicitation is not a condition to the consummation of the
Merger.

The Consent Solicitation will expire at 5:00 p.m., New York City
time, on April 5, 2007, unless earlier extended or terminated.
The Offer will expire at 8:00 a.m., New York City time, on April
23, 2007, unless extended or earlier terminated.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not properly withdrawn pursuant to the Offer
and delivery of consents pursuant to the Offer Documents on or
prior to the Consent Time shall be equal to $1,120.00. The total
consideration includes a payment of $30 per $1,000 principal
amount of Notes payable only in respect of Notes tendered on or
prior to the Consent Time.

Holders who validly tender their Notes on or prior to the Consent
Time will be eligible to receive the total consideration.  Holders
who validly tender their Notes after the Consent Time, but on or
prior to the Expiration Time, will be eligible to receive the
total consideration less the Consent Payment.  In either case, all
Holders who validly tender their Notes will receive accrued and
unpaid interest up to, but not including, the date of settlement.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time.

The company's Offer and Consent Solicitation are conditioned on,
among other things, the following:

     -- the closing of the Merger shall have occurred;

     -- all of the loans, reimbursement obligations and other
        obligations and liabilities of the Company under the
        company's Credit Agreement, dated May 19, 2005, shall have
        been paid in full and all commitments of the lenders
        thereunder to make loans or issue letters of credit shall
        have been terminated;

     -- the Company shall have received valid consents from
        holders of a majority of the aggregate principal amount of
        the Notes; and

     -- a supplemental indenture which implements the proposed
        amendments in respect of the Notes upon receipt of the
        consents required for those amendments shall have been
        executed and delivered.

The company has retained Bear, Stearns & Co., Inc. to act as sole
Dealer Manager for the Offer and as the Solicitation Agent for the
Consent Solicitation.  Bear, Stearns & Co. Inc. can be contacted
at (212) 272-5112 (collect) or (877) 696-BEAR (toll free).

D.F. King & Co., Inc. is the Information Agent and can be
contacted at (212) 269-5550 (collect) or (888) 887-1266 (toll
free).  Copies of the Offer Documents and other related documents
may be obtained from the Information Agent.

                   About Insurance Auto Auctions

Insurance Auto Auctions, Inc. -- http://www.iaai.com/-- provides
insurance companies with solutions to process and sell total-loss
and recovered-theft vehicles.  The company currently has 99 sites
across the U.S.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and debt ratings on Carmel, Indaina-based wholesale vehicle
auctioneer ADESA, Inc. on CreditWatch with negative implications.
At the same time, S&P placed the 'B' corporate credit and debt
ratings on Insurance Auto Auctions Inc. on CreditWatch with
positive implications.

The ratings actions follow the announcement that ADESA and IAAI
have entered into a definitive merger agreement to be acquired by
a group of private equity funds consisting of Kelso & Co., GS
Capital Partners, ValueAct Capital, and Parthenon Capital in a
transaction valued at $3.7 billion.


IRON AGE: Taps Great American to Liquidate Assets
-------------------------------------------------
Iron Age Corp. will liquidate its assets in a going-out-of-
business sale managed by Great American Group LLC, Bill Rochelle
of Bloomberg reports.

Mr. Rochelle relates that Great American will receive a 3%
commission once sales reach 24.5% of retail value and will also
receive a bonus if sales reach 50% of retail.

The U.S. Bankruptcy Court for the District of Massachusetts had
approved the Debtor's request to sell its assets on March 21,
2007.

Headquartered in Westborough, Mass., Iron Age Corporation --
http://www.ironageshoes.com/-- is a specialty distributor of work
and safety footwear.  The company and its affiliate, Iron Age
Canada Ltd., filed for chapter 11 protection on Jan. 22, 2007
(Bankr. D. Mass. Case Nos. 07-40217 & 07-40219).  Christopher J.
Panos, Esq., and Kathleen Rahbany, Esq., at Craig and Macauley,
P.C., represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


J. CREW: Good Performance Prompts S&P's Positive Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty apparel retailer J. Crew Group Inc. to positive from
stable.  The 'B+' corporate credit rating was affirmed.

The outlook revision reflects continued strong operating results,
including comparable-store sales that increased 13% and improved
profitability for the year ended Feb. 3, 2007.

The rating reflects New York City-based J. Crew's participation in
the intensely competitive apparel retailing industry, the inherent
volatility and seasonality of the apparel business, as well as a
relatively short track record of performance at the current level.
These factors are mitigated by relatively low debt leverage that
resulted from the company's mid-2006 IPO.  The IPO should also
result in better cash flow coverage of interest in 2007.

"The positive outlook reflects J. Crew's good operating momentum
as a result of management's successful merchandising initiatives
and operating discipline," said Standard & Poor's credit analyst
Jackie Oberoi.

"We could upgrade the rating over the intermediate term if the
positive momentum can be sustained."


JP MORGAN: Moody's Junks Rating on Three Class Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
and affirmed the ratings of 10 classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-C3:

   -- Class A-1, $113,610,147, Fixed, affirmed at Aaa
   -- Class A-2, $395,432,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $27,950,000, Fixed, affirmed at Aaa
   -- Class C, $9,316,000, Fixed, affirmed at Aaa
   -- Class D, $24,224,000, Fixed, affirmed at Aa2
   -- Class E, $9,316,000, Fixed, affirmed at Aa3
   -- Class F, $22,360,000, WAC, affirmed at Baa1
   -- Class G, $11,180,000, WAC, affirmed at Baa3
   -- Class H, $14,907,000, Fixed, downgraded to Ba3 from Ba2
   -- Class J, $13,043,000, Fixed, downgraded to Caa3 from B2
   -- Class K, $2,795,000, Fixed, downgraded to Ca from B3
   -- Class L, $3,143,337, Fixed, downgraded to C from Caa2

As of the March 12, 2007, distribution date, the transaction's
aggregate certificate balance has decreased by approximately 13.2%
to $647.3 million from $745.3 million at securitization.

The Certificates are collateralized by 83 mortgage loans ranging
in size from less than 1.0% to 6.1% of the pool, with the 10
largest loans representing 38.4% of the pool.  Twelve loans,
representing 23.7% of the pool, including the second largest loan
-- The Long Island Industrial Portfolio III, New York, at
$35.6 million (5.5%), have fully defeased and are secured by U.S.
Government securities.

Two loans have been liquidated from the pool, resulting in a
realized loss of approximately $29.5 million.  This includes the
former third largest loan -- the First National Plaza Portfolio
Loan at $33.5 million (4.9%).  This loan was secured by three
Class B office buildings located in downtown Dayton, Ohio.  One
loan, the Troy Concept Center - Building 150 Loan, representing
1.5% of the pool, is in special servicing.  Moody's is projecting
a loss of approximately $4.2 million for this specially serviced
loan.  Twelve loans, representing 11.4% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 94.3% and 84.6%, respectively, of the pool.
Moody's loan to value ratio, excluding the defeased and specially
serviced loans, is 85.6%, compared to 87.3% at Moody's last review
in Sept. 2006 and compared to 92.4% at securitization.  Moody's is
downgrading Classes H, J, K and L due to realized losses,
decreased credit support and estimated losses on the specially
serviced loans.  Classes M and N have been completely eliminated
due to realized losses.

The top three loans represent 14.2% of the outstanding pool
balance.  The largest loan is the ARC Portfolio B Loan at
$39.5 million (6.1%), which is secured by a portfolio of
14 manufactured housing communities containing 2,474 pads.  The
properties are located in seven states with concentrations in
Colorado (30.6%), Texas (29.6%) and Florida (13.7%).  The
communities were established between 1952 and 1999.  Financial
performance since Moody's last review appears to be stable.

The portfolio's overall occupancy was 84.8% as of year-end 2005,
compared to 82.9% at year-end 2004.  Occupancy at securitization
was 94.1%.  The loan sponsor is Affordable Residential
Communities, an owner and manager of manufactured home
communities.  Moody's LTV is 92.5%, compared to 97.6%, at last
review and compared to 88.3% at securitization.

The second largest loan is Anderson Mall Loan at $28.7 million
(4.4%), which is secured 634,000 square foot regional mall, built
in 1974 and renovated in 2002.  The mall is located in Anderson,
South Carolina, 35 miles south of Greenville.  The mall includes
anchors: Belk, J.C. Penney and Sears as well as 211,000 square
feet of in-line space.

Since Moody's last review, the property's performance has slipped
due to declines in base rent and CAM recoveries. Year-end 2006
in-line occupancy was 69.9%, compared to 71.2% in June 2005 and
compared to 87.9% at securitization.  The loan sponsor is Simon
Property Group.  Moody's LTV is 92.4%, compared to 87.2% at last
review and compared to 86.5% at securitization.

The third largest loan is Crossways Shopping Center Loan at
$24.1 million (3.7%), which is secured 379,000 square foot power
center, built in 1988 and renovated in 1997.  The mall is located
in Chesapeake, Virginia.  Major tenants include Value City
Furniture, DSW, T.J.Maxx, Ross Stores, Marshalls and Office Depot.
As of Sept. 2006 in-line occupancy was 97.2%, compared to 94.0% at
securitization.  The loan sponsor is the Schottenstein family.
The loan amortizes on a 240-month schedule.  Moody's LTV is 73.4%,
compared to 74.7% at last review and compared to 93.3% at
securitization.

The pool's collateral is a mix of retail (30.9%), U.S. Government
securities (23.7%), office and mixed use (20.1%), multifamily and
manufactured housing (19.2%), industrial and self storage (4.0%)
and lodging (2.1%).  The collateral properties are located in 30
states.  The highest state concentrations are New Jersey (12.4%),
New York (9.8%), Virginia (9.0%), Texas (7.7%) and Florida (6.6%).
All the loans are fixed rate.


KENDLE INT'L: Posts $4.7 Million Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
Kendle International Inc. reported a net loss of $4.7 million on
total revenues of $118.1 million for the fourth quarter ended
Dec. 31, 2006, compared with net income of $3.7 million on total
revenues of $66.5 million for the same period in 2005.

Net service revenues for the fourth quarter of 2006 were
$86.4 million, an increase of 64 percent over net service revenues
of $52.8 million for the fourth quarter of 2005.  Reimbursable
out-of-pocket revenues and expenses were $31.7 million for the
fourth quarter of 2006 compared to $13.7 million in the same
quarter a year ago.

Loss from operations for the fourth quarter of 2006 was
approximately $1.8 million.  Excluding an $8.2 million impairment
charge on a customer relationship asset as well as charges for
stock-based compensation expense, amortization of acquired
intangibles, state tax valuation allowances and severance and
other one-time expenses related to the August acquisition of the
Phase II-IV clinical services business of Charles River
Laboratories International Inc., proforma income from operations
was approximately $9.5 million, or 10.9 percent of net service
revenues, compared to income from operations of approximately
$5.2 million in the fourth quarter of 2005.  Excluding the
accounts receivable allowance, proforma income from operations in
the fourth quarter of 2005 was approximately $6.9 million, or 13
percent of net service revenues.

"Kendle ended 2006 with record strong backlog, positioning the
company for continued growth," said Candace Kendle, PharmD,
chairman and chief executive officer.  "Our focus in 2007 will be
to build on this momentum to deliver improved value to our
customers and shareholders through sustained growth in earnings,
revenue and operating margin.  We are projecting net service
revenues of $400 to $420 million, Earnings Per Share on a GAAP
basis of $1.57 to $1.77 and proforma Earnings Per Share, before
amortization of acquired intangibles, of $1.75 to $1.95 for 2007,
representing growth in excess of 40 percent over 2006."

Interest expense in the fourth quarter was approximately
$4.4 million primarily related to debt incurred to finance the
Charles River Clinical Services acquisition, compared to interest
expense of $80,000 in fourth quarter 2005.

Cash flow from operations for the quarter was a positive $462,000.
Cash and marketable securities totaled $22.3 million, including
$2.4 million of restricted cash.  Days sales outstanding in
accounts receivable were 46 and capital expenditures for the
fourth quarter of 2006 totaled $2.7 million.

Kendle International Inc. reported net income of $8.5 million on
total revenues of $373.9 million for the year ended Dec. 31, 2006,
compared with net income of $10.7 million on total revenues of
$250.6 million for the year ended Dec. 31, 2005.

Net service revenues for the year ended Dec. 31, 2006, were
$283.5 million versus net service revenues of $202 million for the
year ended Dec. 31, 2005.

Income from operations for the year ended Dec. 31, 2006, was
approximately $20 million, or 7.1% of net service revenues,
compared to income from operations of approximately $17.2 million,
or 8.5 percent of net services revenues, in 2005.  Excluding the
items discussed above, proforma income from operations for 2006
was $340 million or 12 percent of net service revenues.  Excluding
the accounts receivable allowance in 2005, proforma income from
operations for 2005 was $18.9 million, or 9.4% of net service
revenues.

Cash flow from operations for the year 2006 was $17.6 million.
Capital expenditures for the year totaled $8.8 million.

At Dec. 31, 2006, the company's balance sheet showed
$455.1 million in total assets, $315 million in total liabilities,
and $140.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c10

                           About Kendle

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL) --
http://www.kendle.com/-- is among the world's leading global
clinical research organizations and is the fourth-largest provider
of Phase II-IV clinical development services worldwide.  The
company's global clinical development business is focused on five
regions - North America, Europe, Asia/Pacific, Latin America and
Africa - to meet customer needs.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service revised Kendle International Inc.'s
Corporate Family Rating to B2 from B1.


KOALA CORP: Case Summary & 60 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Koala Corp.
             12000 East 47th Avenue, Suite 400
             Denver, CO 80239
             Tel: (303) 539-8500

Bankruptcy Case No.: 07-12690

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      KoalaPlay Group, Inc.                      07-12694
      SCS Interactive, Inc.                      07-12696

Type of Business: The Debtors design, produce and markets
                  commercial products, systems and custom
                  solutions that create family-friendly
                  environments for businesses and other public
                  venues worldwide.  See
                  http://www.koala-corporation.com/

Chapter 11 Petition Date: March 23, 2007

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtors' Counsel: John C. Smiley, Esq.
                  600 17th Street, Suite 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Koala Corp.'s 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Internal Revenue Service                                $61,377
56 Inverness Drive East
Englewood, CO 80112-5114

D.H.L. Danzas Air & Ocean                               $53,501
(Canada), Inc.
135A Matheson Boulevard,
West Suite 200, Mississauga,
Ontario, CN L5R 3L1

Symmetry Products Group                                 $50,418
55 Industrial Circle
Lincoln, RI 02865

Laird Plastics, Inc.                                    $44,904

Attorney General of Texas                               $38,429
Bankruptcy & Collections
Division 008

Transborder Logistics                                   $35,100
International

Spherion                                                $34,750

Department of Revenue                                   $34,538
Commonwealth of Pennsylvania

Hollaender Manufacturing                                $34,394
& Company

Federal Express Canada Ltd.                             $32,636

Northwest Plastics Ltd.                                 $27,283

Nomaco, Inc.                                            $24,885

Madison Pacific Management Ltd.                         $23,052

Allied Tube & Conduit                                   $21,477
Mellon Bank N.A. Canada
Branch

Barton Insurance Brokers, Inc.                          $18,421

Selectcom Supply, Inc.                                  $17,756

Redden Net Co. Ltd.                                     $15,002

Composites One, L.L.C.                                  $13,250

Viking Fire Protection, Inc.                            $13,000

Pacific Endura Finishes, Ltd.                           $12,646

B. KoalaPlay Group, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Six Flags Chicago                                      $464,310
542 North Route 21
Gurnee, IL 60031

A.I.T. Worldwide Logistics                             $221,504
1963 Jasper Street, Unit J
Aurora, CO 80011

Hein & Associates, L.L.P.                              $102,240
717 17th Street, Suite 160
Denver, CO 80202

American Express                                       $100,057

White & Case, L.L.P.                                    $89,634

Springs Fabrication, Inc.                               $82,945

State of New Jersey                                     $79,939
Dept. of the Treasury/
Division of Taxation

State of New Jersey                                     $67,401
Sales and Use Tax

Ritter Contracting, Inc.                                $56,005

Dove Valley Business Center,                            $50,305
L.L.L.P.

Faegre & Benson, L.L.P.                                 $41,697

Playtime Creations, Inc.                                $39,462

Arapahoe County Treasurer                               $31,441

Sheridan Ross                                           $26,733

Stratecom                                               $24,617

Bo-Mar Scenic & Design, Inc.                            $21,921

Irtra Agencia Central                                   $21,097

Cab Communications, Inc.                                $18,774

Hanley-Wood, L.L.C.                                     $18,295

Brock, L.L.C.                                           $18,144

C. SCS Interactive, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Teknafab, Inc.                                         $338,226
815 Northeast 172nd Avenue
Vancouver, WA 98684

Ecklund Industries, Inc.                               $299,358
19830 Southwest Teton Avenue
Tualatin, OR 97062

Proslide Technology, Inc.                              $265,500
2650 Queensview Drive,
Suite 150, Ottawa
Ontario, CN K2B 8H6

Powder Tech, Inc.                                      $132,691

Martin Steel Products, Inc.                             $99,670

International Cordage East                              $72,315

Big Buzz Designs                                        $64,082

West Coast Metals, Inc.                                 $61,676

Sherwin Williams                                        $51,442

Alpine Transportation, Inc.                             $50,025

Pacific States Galvanizing, Inc.                        $45,574

L&L Fabrication                                         $33,969

Port Plastics, Inc.                                     $27,606

Crane Valve North America                               $25,309

Farwest Steel Corp.                                     $23,811

West Coast Netting                                      $22,563

Esco Corp.                                              $21,600

United Healthcare Insurance                             $21,227
Co.

A.F.C.O.                                                $20,422

Cascade Nut & Bolt-Salem                                $17,207


LEGACY LLC: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Legacy, L.L.C.
        P.O. Box 308
        Lafayette, CA 94549

Bankruptcy Case No.: 07-40885

Chapter 11 Petition Date: March 24, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Michael J. Primus, Esq.
                  500 Alfred Nobel Drive, Suite 135
                  Hercules, CA 94547
                  Tel: (510) 741-1800

Estimated Assets:    $10,000 to $100,000,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         this                $1,842,387
1301 Clay Street                 debtor is alleged
Stop 1000-S                      to be the alter
Oakland, CA 94612                ego and/or
                                 successor in
                                 interest to Legacy
                                 Management Systems

Employment Development           payroll taxes         $200,000
Department                       2004-2006 (see
Bankruptcy Unit                  Schedule D); this
P.O. Box 826880                  debtor is alleged
Sacramento, CA 94280             to be the alter
                                 ego and/or
                                 successor in
                                 interest to Legacy
                                 Management Systems

Ace U.S.A.                       workers               $150,334
EBusiness Insurance Pros
Dept. CH 14089
Palatine, IL 60055-4089

Safeco                           insurance premium      $15,330

Producers Dairy                  supplier               $14,902

Chester M. Lee                   personal loan          $13,205

Clean Source                     supplier                $3,868

Mount Hood Chemical              supplier                $3,232

Bimbo Bakeries, U.S.A.           supplier                $2,659

Idaho Ice                        supplier                $2,516

Apffels Gourmet Coffee           supplier                $2,588

Bruce E. Bedig                   claim of former         $2,251
                                 co-owner of Legacy
                                 Management Systems

Farmer Brothers                  supplier                $2,200

Sysco-Central CA                 supplier                $2,030

Dispenser Juice                  supplier                $1,518

Paul W. Thorndal                 attorney fees             $981

Info Check, Inc.                 supplier                  $785

Carlene's T-Shirts               supplier                  $753


LEINER HEALTH: FDA Action Prompts S&P's Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Carson,
California-based Leiner Health Products Inc., including its 'B-'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch placement follows the company's announcement that
it has voluntarily suspended the production and distribution of
all over-the-counter (OTC) products manufactured, packaged or
tested at its facilities in the United States, due to FDA
observations about product quality and deficiencies following an
inspection at one facility," said Standard & Poor's credit
analyst Bea Chiem.

While the company believes its OTC products do not pose any safety
issues and has implemented several steps to address the FDA's
observations, it is unclear at this time how long it will take to
resolve the issues and what the financial impact will be to the
company.

Standard & Poor's believes Leiner currently has sufficient
liquidity and adequate cushion on its bank loan covenants.
"However," said Ms. Chiem, "we are concerned that the company's
financial performance will be negatively impacted, which could
also lead to insufficient covenant cushion if it is unable to
resume OTC product shipments for an extended period of time."

Standard & Poor's will monitor developments including the
company's progress in resolving these issues with the FDA, and
review Leiner's operating and financial plans before resolving the
CreditWatch listing.  The ratings could be lowered or affirmed
following the completion of Standard & Poor's review.


LIGAND PHARMACEUTICALS: Earns $141.4 Million in Qtr. Ended Dec. 31
------------------------------------------------------------------
Ligand Pharmaceuticals Inc. reported net income of $141.4 million
in the fourth quarter ended Dec. 31, 2006, compared with a net
loss of $2.8 million in the comparable 2005 quarter.

For the fourth quarter of 2006, total revenues were $34.1 million,
compared with total revenues of $35.7 million in the fourth
quarter of 2005.  Net product sales in the quarter were also
$34.1 million, compared with net product sales of $33.4 million in
the prior-year fourth quarter.

Operating expenses in the fourth quarter of 2006 were
$32.4 million, compared with operating expenses of $37.5 million
in the fourth quarter of 2005.

Income from continuing operations in the fourth quarter of 2006
was $40.6 million, compared with a loss from continuing operations
of $3.7 million in the comparable 2005 quarter.  Income from
discontinued operations in the fourth quarter of 2006 was
$100.7 million, compared with income from discontinued operations
of $931,000 in the comparable 2005 quarter.

The company sold its commercial oncology products in October 2006.
The results of operations related to the oncology products have
been reflected as discontinued operations for all reporting
periods.

The net loss in 2006 was $31.7 million, compared with a net loss
of $36.4 million in 2005.

Total revenues in 2006 were $141 million, compared with total
revenue of $123 million in 2005.  Net product sales were
$137 million in 2006, compared with net product sales of
$112.8 million in 2005.

Operating expenses in 2006 were $181.8 million (excluding a co-
promotion termination charge of $131.1 million), compared with
operating expenses of $144.9 million in 2005.

Loss from continuing operations in 2006 was $135.9 million,
compared with a loss from continuing operations of $31.5 million
in 2005.  Income from discontinued operations in 2006 was
$104.1 million, compared with a loss from discontinued operations
of $4.9 million in 2005.

As of Dec. 31, 2006, Ligand had cash, cash equivalents, short-term
investments and restricted cash of $212.5 million.

"During the fourth quarter of 2006 and into early 2007, we took
several critical steps to restructure Ligand into a highly focused
R&D and royalty-driven biotech company," said John L. Higgins,
president and chief executive officer.  "The extent of the
company's transformation is truly revolutionary, and our new
business model and highly disciplined operating plan are designed
to deliver value to shareholders.  Through the sale of AVINZA and
of our oncology product line, we now have significant financial
resources to continue the development of our proprietary programs
and to consider returning cash to our shareholders through a
combination of a dividend and share repurchase."

At Dec. 31, 2006, the company's balance sheet showed
$326.1 million in total assets, $286.4 million in total
liabilities, $12.3 million in common stock subject to conditional
redemption, and $27.4 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?1c1a

                  Sale of Oncology Product Line

In October 2006, Ligand completed the sale of its oncology product
line to Eisai Co., Ltd. (Tokyo) and Eisai Inc. (New Jersey) for
$205 million.  Of this, $185.0 million was received in cash and
$20 million was placed into escrow.  The sale included Ligand's
four marketed oncology drugs ONTAK(R) (denileukin diftitox),
Targretin(R) (bexarotene) capsules, Targretin(R) (bexarotene) gel
1% and Panretin(R) (alitretinoin) gel 0.1%.

                        Subsequent Events

In February 2007, Ligand completed the sale of AVINZA (morphine
sulfate extended release capsules) and associated assets to King
Pharmaceuticals Inc. in exchange for cash and royalties.  Ligand
received $280.4 million in cash, which represents the purchase
price of $246.3 million, net of certain inventory adjustments of
$18.7 million and less $15 million placed into escrow, plus
$49.1 million in reimbursement of payments previously made to
Organon and others.

In January 2007, Ligand announced a restructuring including the
elimination of approximately 204 positions across all functional
areas.  Associated with the restructuring, several executive
officers agreed to step down including the company's chief
financial officer, chief scientific officer and general counsel.

In January 2007, John L. Higgins joined the company as chief
executive officer, president and in March 2007 was named a
member of its board of directors.

As a result of the sale of the company's commercial oncology
products in the fourth quarter of 2006, and the sale of AVINZA(R)
in February 2007, Ligand expects that revenue in 2007 will be
driven primarily by royalty payments related to sales of AVINZA.

                   About Ligand Pharmaceuticals

Headquartered in San Diego, California, Ligand Pharmaceuticals
Inc. (NASDAQ: LGND) -- http://www.ligand.com/-- discovers and
develops new drugs that address critical unmet medical needs of
patients in the areas of thrombocytopenia, cancer, hepatitis C,
hormone-related diseases, osteoporosis and inflammatory diseases.
Ligand's proprietary drug discovery and development programs are
based on its leadership position in gene transcription technology,
primarily related to intracellular receptors.


LIGAND PHARMA: Reports $253 Million Cash Dividend to Shareholders
-----------------------------------------------------------------
Ligand Pharmaceuticals Incorporated reported return of cash
on the company's common stock of $2.50 per share cash dividend
to its shareholders payable on April 19, 2007.  In addition to its
approximately $253 million cash dividend, the company's board of
directors has authorized up to $100 million in share repurchases
within the next 12 months.

"[Ligand's] strategy of building a highly focused R&D- and
royalty- driven biotech company allows us the ability to deliver
value to shareholders through this one-time cash dividend and open
market share repurchases, while maintaining a strong balance sheet
and funding ongoing operations," said John L. Higgins, President
and Chief Executive Officer.  "The cash we are returning to [its]
stockholders is a result of the sale of our commercial operations
in 2006 and early 2007, and [Wednes]day's announcement follows a
formal, third-party valuation analysis and discussion among
Company directors and consultants, among other considerations."

The company had approximately $415 million of unrestricted cash
and investments as of Feb. 28, 2007.  The company holds a $35
million of cash held in escrow accounts following the sales of
AVINZA and our oncology product line to support potential
indemnification claims by the purchasers of those assets.

The company's option holders will not receive any proceeds
from the payment of the dividend.  Subsequently, the compensation
committee of the board of directors may evaluate making some form
of adjustment to outstanding stock options.

In February 2007, shareholders authorized the company to adjust
its outstanding stock options in an equitable manner.

                   About Ligand Pharmaceutical

Ligand Pharmaceuticals Incorporated (NASDAQ:LGND)
-- http://www.ligand.com/-- discovers, develops and markets new
drugs that address critical unmet medical needs of patients in the
areas of cancer, pain, skin diseases, men's and women's hormone-
related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases.  Ligand's proprietary
drug discovery and development programs are based on gene
transcription technology, primarily related to intracellular
receptors.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Ligand
Pharmaceutical [Company] until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


MAIN STREET: Committee Hires Shutts & Bowen as Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
the Official Committee of Unsecured Creditors of Main Street USA
Inc. and its debtor-affiliates permission to retain Shutts & Bowen
LLP, as its counsel.

The firm is expected to:

     a. assist, advise, and represent the Committee in its
        consultation with the Trustee relative to the
        administration of this Chapter 11 case;

     b. assist, advise, and represent the Committee in analyzing
        the Debtors' assets and liabilities, investigating the
        extend and validity of liens, and in reviewing any
        proposed assets sales or dispositions;

     c. attend meetings, and negotiate with representative of the
        Trustee, secured creditors, and other parties in
        interests;

     d. assist and advise the Committee in its examination and
        analysis of the of the Debtors' affairs;

     e. assist the Committee in the review, analysis, and
        negotiation of any plan(s) of reorganization that may be
        filed and assist the Committee in the review, analysis,
        and negotiation of the disclosure statement(s)
        accompanying any plan(s) of reorganization;

     f. assist the Committee in the review, analysis, and
        negotiation of any financing or funding arrangements;

     g. take all necessary action to represent and preserve the
        interest of the Committee, including, without limitation,
        prosecuting actions on its behalf, monitoring all
        litigation in which the estate is involved, and reviewing
        and analyzing all claims filed against the Debtors'
        estate;

     h. prepare the committee's all necessary motions,
        applications, answers, orders, reports, and papers in
        support of positions taken by the Committee.

     i. appear, as appropriate, before this Court, the appellate
        courts, and other courts in which matters may be heard and
        protecting the interest of the Committee before the
        Courts; and

     j. perform all other necessary legal services in this case.

The Committee did not disclose the firm's compensation rates.

Andrew M. Brumby, Esq., a partner of the firm, assures the Court
he does not hold any interest adverse to the Debtors' estate and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Brumby can be reached at:

     300 South Orange Avenue, Suite 1000
     Orlando, Florida 32801
     Tel: (407) 423-3200
     Fax: (407) 425-8316
     http://www.shutts-law.com/

Headquartered in Kissimmee, Florida, Main Street USA Inc. and its
debtor-affiliates filed for chapter 11 protection on Sept. 29,
2006 (Bankr. M.D. Fl. Case No. 06-02582).  On Oct. 13, 2006, Lewis
B. Freeman was appointed as the Debtors' chapter 11 Trustee.
Brian G. Rich, Esq., at Berger Singerman, P.A., represents the
Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


MAIN STREET: Trustee Hires Freeman Dawson as Special Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Lewis B. Freeman, the appointed Chapter 7 Trustee for Main Street
USA Inc. and its debtor-affiliates' bankruptcy case, permission to
retain Freeman, Dawson, Rosenbaum, & Sobel, P.A., as his special
accountants.

Specifically, the firm is expected to prepare the Debtors' tax
documents with the Internal Revenue Services.

The firm's professionals billing rates:

     Professional          Designation       Hourly Rate
     ------------          -----------       -----------
     Steven R. Rosenbaum       CPA               $225
     Keith Rienhard            CPA               $150
     Chirs Mefford                                $40

To the best of the Trustee's  knowledge the firm does not hold any
interest adverse and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Rosnebaum can be reached at:

     Steven R. Rosenbaum, CPA
     Freeman, Dawson, Rosenbaum, & Sobel, P.A.
     2701 South Bayshore Drive, Suite 401
     Coconut Grove, FL 33133
     Fax: (305)444-3479
     http://flacpa.com/

Headquartered in Kissimmee, Florida, Main Street USA Inc. and its
debtor-affiliates filed for chapter 11 protection on Sept. 29,
2006 (Bankr. M.D. Fl. Case No. 06-02582).  On Oct. 13, 2006, Lewis
B. Freeman was appointed as the Debtors' chapter 11 Trustee.
Brian G. Rich, Esq., at Berger Singerman, P.A., represents the
Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


MARIA VISTA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Maria Vista Estates
        124 West Main Street, Suite C
        Santa Maria, CA 93458

Bankruptcy Case No.: 07-10362

Type of Business: The Debtor is a real estate developer and
                  homebuilder.  See http://www.mariavista.com/

Chapter 11 Petition Date: March 23, 2007

Court: Central District Of California (Santa Barbara)

Debtor's Counsel: Joseph M. Sholder, Esq.
                  Michaelson, Susi & Michaelson
                  7 West Figueroa Steet, 2nd Floor
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Harvcal, Inc.                    loan                  $179,872
124 Main Street, Suite C
Santa Maria, CA 93458

Russco                           vendor                $119,112
2240 South Thornburg St.
Santa Maria, CA 93455

E.D.A.-Design Professionals      vendor                 $93,323
P.O. Box 1829
San Luis Obispo, CA 93406

Yanez Electric, Inc.             vendor                 $78,184

Superior Framing, Inc.           vendor                 $73,964

Ferguson Enterprises             vendor                 $57,177

Nipomo Community Service         development fees       $49,251

84 Lumber                        vendor                 $46,517

Granite Construction Co.         vendor                 $44,333

McMillen Construction            vendor                 $43,522

Bermuda Imports-Export, Inc.     vendor                 $37,889

Morris & Garritano Insurance     vendor                 $29,132

Pacific West Roofing Supply      vendor                 $27,576

Moreland Consulting, Inc.        vendor                 $26,753

A.A.W. Doors                     vendor                 $23,739

Bassett Rain Gutters, Inc.       vendor                 $20,475

Quality Heating and Air          vendor                 $19,820
Conditioning

Reuben & Junius, L.L.P.          loan                   $17,945

Santa Maria Tile Encounters      vendor                 $17,698

S.L.O. County Stone &            vendor                 $15,518
Architectural Products


MASSACHUSETTS HEALTH: Fitch Holds BB+ Rating on $9 Million Bonds
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on the outstanding
$9.0 million Massachusetts Health and Educational Facilities
Authority revenue bonds, series 1993B.  Seacoast Regional Health
System is the parent and sole corporate member of Anna Jaques
Hospital.  The Rating Outlook is Stable.

The affirmation of the 'BB+' rating and the Stable Outlook are
supported by AJH's improving operations, low debt burden, and
solid market position.  The hospital recruited a new CEO and CFO
in early part of calendar 2006.  Since management began operations
have improved.  AJH posted a small operating loss of $692,000 in
fiscal 2006, a significant improvement from the $2.4 million loss
in fiscal 2005.  The three months interim fiscal 2007 data show an
operating gain of $407,000.  Management's efforts have focused
primarily on improving patient, employee, and physician
satisfaction and physician recruitment which resulted in
outpatient and inpatient volume growth.

Additionally, the management was able to successfully curtail
expenses by renegotiating contracts with its physician group's
hospitalists and anesthesiologists, obtaining savings on supplies
by joining a partnership, and reducing nurse agency reliance
through recruiting full time floater nurses.  AJH's low debt
burden is evidenced by debt service coverage of maximum annual
debt service, and MADS as a percent of revenues of 3.5x and 2.3%,
respectively, through the three months ended Dec. 31, 2006.  AJH
maintains a leading market share in its service area capturing
approximately 32.5% of admissions versus Hale Hospital, part of
Merrimack Valley Health System, its next closest competitor, which
had a market share of approximately 18.4%.

Primary credit concerns include AJH's historically weak
profitability, low cash levels relative to expenses, and
historically low capital spending. Since fiscal 1998, AJH's
capital investment has been well below depreciation expense
indicating mounting capital needs.  However, Fitch notes that over
the last few years, AJH has used operating leases to finance
necessary investments in equipment, which management indicated
will be used on a more limited basis going forward.  In 2006 AJH
issued $5 million in privately placed bonds to fund a much needed
emergency room expansion, general information technology
improvements, and other general upgrades and renovations.

AJH is planning to spend approximately $3.5 million annually on
capital improvements in the near term which equates to 91.2% of
the AJH's depreciation expense in budgeted fiscal 2007
($3.8 million).  At 2006 fiscal year-end AJH had $11.5 million of
unrestricted cash and investments equating to 47.8 days cash on
hand (DCOH) and 5.3x cushion ratio. Both ratios are well below
Fitch's 'BBB' medians of 130.5 DCOH and 8.5x cushion ratio.

AJH entered into two interest rate swaps with Morgan Stanley as
counterparty on Oct. 1, 2004.  The first swap converted the bonds
from a fixed to variable rate and the second swap converted the
interest rates back to a fixed rate.  Neither swap is on parity
with existing debt.  Termination events are credit related and
include a downgrade provision if the rating falls below 'BB+'.
The net mark-to-market valuation for both swaps was only negative
$146 at Sept. 30, 2006, which is the amount AJH would pay to
Morgan Stanley if the swap terminated at that time.

Fitch believes any potential termination payment would have an
immaterial impact on AJH's financial profile.  However, a
termination would cause the bonds to revert to their original
coupon, which could negatively impact operations.

The Stable Outlook is supported by Fitch's expectation that AJH
will maintain the current level of profitability.  Fitch believes
that raising liquidity in concert with making adequate capital
outlays will be challenging for AJH in near-to-mid term but
achievable in the long term if profitability can be maintained at
or above 2%.

Located in Newburyport, Massachusetts, AJH is a 160-staffed bed
community hospital providing primary and secondary care services.
In 2006, SRHS reported total revenues of $95.1 million.  AJH only
covenants to provide annual disclosure to bondholders in the form
of audited financial statements, which Fitch views negatively.
However, Fitch notes that annual disclosure was standard industry
practice when the series 1993 bonds were issued.  Fitch was unable
to find all of AJH's audits since the bonds were issued on the
nationally recognized municipal securities information
repositories.


MASTR ALTERNATIVE: Moody's Junks Rating on 2 Certificate Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded three certificates from
the MASTR Alternative Loan Trust Mortgage Pass-Through
Certificates Series 2002-3 securitization.

Moody's also confirmed its rating on one class from the same
transaction.  The underlying collateral for this securitization
consists of "Alternative A" 15- year and 30-year fixed-rate
mortgages originated by a number of different originators.

Moody's notes that there has been severe erosion of credit
enhancement following a $5,919,721.32 loss incurred in February.
In the wake of US Mortgage Corp's bankruptcy in Dec. 2006, Wells
Fargo has assumed direct responsibility for the servicing.  In its
trustee remittance report date Feb. 26 , 2007, Wells Fargo Bank
N.A. notes among other irregularities that "US Mortgage had
diverted loan proceeds representing scheduled payments of
$5,919,721.32".  The report also notes that additional losses
might be reflected in future remittance reports.

During the review, Moody's considered the potential recovery on
these securities as well as the credit protection available to the
Class A-6 and A-7. The A-7 certificates have the benefit of a
financial guaranty policy by MBIA Insurance Corporation, which led
Moody's to confirm its rating at Aaa.  The A-6 downgrade was
driven by the reduced enhancement available after the losses in
February and the potential for additional losses going forward.
The Class M-1 and Class M-2 have already been written down in the
amounts of $2,416,252.74 and $98,490.85 respectively.  At this
stage, the likelihood of any significant recoveries seems remote.

These are the rating actions:

   * MASTR Alternate Loan Trust 2002-3

      -- Series 2002-3, Class A-6, downgraded from Aaa to Aa2;
      -- Series 2002-3, Class M-1, downgraded from Aa2 to Caa3;
      -- Series 2002-3, Class M-2, downgraded from A2 to C;

Confirm:

      -- Series 2002-3, Class A-7, confirmed at Aaa.


MGM MIRAGE: Appoints Daniel J. Taylor to Board of Directors
-----------------------------------------------------------
MGM Mirage appointed Daniel J. Taylor the company's Board of
Directors on March 20, 2007.

Mr. Taylor brings a long record of experience to the Board,
beginning his career as a tax manager with Arthur Anderson &
Company where he specialized in the firm's entertainment and
gaming practice.  Throughout his career he has held several top
executive positions.  He served as Vice President of Taxes at
MGM/UA Communications Co., then as an executive of Tracinda
Corporation before moving to Metro-Goldwyn-Mayer Inc. where he
served as Senior Executive Vice President and Chief Financial
Officer.

"We are very pleased to welcome Dan to the Board of Directors,"
said Terry Lanni, Chairman and Chief Executive Officer of MGM
MIRAGE.  "His financial, entertainment and gaming experience will
assist him in providing valuable insight and perspective to our
Board and the future growth of the company."

In addition, Mr. Taylor served as President of Metro-Goldwyn-Mayer
Inc. after the company's purchase by Providence and TPG.

At present, Mr. Taylor holds an executive post with Tracinda
Corporation.  He is a member of Inforte Corporation's Board of
Directors as Chair of the Compensation Committee and a member of
the Audit Committee.

Mr. Taylor will also serve on MGM Mirage's Compensation Committee.

                          About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 23 wholly owned
casino resorts in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM Mirage has also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project in the heart of Las Vegas, and has a 50% interest in MGM
Grand Macau, a hotel-casino resort currently under construction in
Macau S.A.R.

                           *     *     *

As reported in Troubled Company Reporter on Dec. 22, 2006,
Fitch assigned a rating of 'BB' to the 7.625% $750 million in
senior unsecured notes due 2017 offered by MGM Mirage.  Fitch
also affirmed the company's 'BB' Senior Credit Facility and Senior
Notes' Rating.


MIRACOR DIAGNOSTICS: Provides Financing Restructuring Update
------------------------------------------------------------
Miracor Diagnostics, Inc. has undertaken an effort to restructure
its equipment financing as the company is over-leveraged and the
amount of the equipment financing substantially exceeds the fair
value of the underlying assets that secure such debts.

Cash flow from operations does not support the cash flow required
to service such equipment financing.  In addition, the recent
implementation of the Deficit Reduction Act which cuts certain
Medicare payments has had an adverse affect on our industry's
revenue, including Miracor's, although the company cannot
specifically quantify the impact.

                        Bankruptcy Warning

As previously disclosed by the company, principal and interest
payments to the secured equipment lenders have been discontinued
as well as certain payments to unsecured creditors and preferred
shareholders.  The company is actively negotiating with its
lenders to determine a course of action that will be best for its
creditors and shareholders.

These efforts may be unsuccessful due to the fact that the amount
owed on the financed equipment is substantially in excess of its
fair value.  In such a case, the company may seek the protection
of Chapter 11 of the U.S. Bankruptcy Code in an effort to
reorganize the debts of the company.  Such a reorganization will
require the company to submit a Plan of Reorganization for
approval by the court which could result in no value to common and
preferred shareholders and may also impair creditors.

Special legal counsel and financial advisors have been retained
for guidance through the reorganization process.  If the Plan of
Reorganization is successful, the company could continue as a
going concern though there can be no assurances that its
shareholders will receive any consideration pursuant to a Plan of
Reorganization.

                            Refinancing

Miracor also disclosed that it has refinanced its line of credit,
which was secured by certain of its accounts receivable, with a
new line of credit secured by the same accounts receivable, with a
private investor.

                          COO Resignation

Leslie Weber, the company's Chief Operation Officer, announced her
resignation effective March 31, 2007 to pursue other interests.
Ross Seibert, the company's current Chief Executive Officer and
Chief Financial Officer will handle her duties in the interim.

                           About Miracor

Headquartered in San Diego, Calif., Miracor Diagnostic, Inc.
(OTCBB: MRDG) -- http://www.miracor.com/-- is an independent
provider of medical diagnostic imaging services, specifically
magnetic resonance imaging and computed tomography services
through its network of company-owned and operated fixed-site,
freestanding outpatient facilities in the United States.  Miracor
operates13 wholly owned centers, clustered in five states:
California, Florida, Illinois, Ohio and Oregon.  Seven of the
facilities are multi-modality sites, offering various combinations
of MRI, CT, mammography, ultrasound, bone densitometry, diagnostic
radiology, or X-ray and fluoroscopy.  Six of the facilities are
single-modality sites, offering MRI only.  At its facilities,
Miracor provides all of the equipment, as well as all non-medical
operational, management, financial and administrative services
necessary to provide diagnostic imaging services.


MORGAN STANLEY: S&P Puts Notes' B- Rating on Positive CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
$3 million class A-9 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with positive
implications.

The rating action reflects the March 22, 2007, placement of the
rating on the referenced obligations issued by Neiman Marcus Group
Inc. on CreditWatch positive.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of (i) the ratings on the respective
reference obligations for each class; (ii) the long-term rating on
the swap counterparty and contingent forward counterparty's
guarantor, Morgan Stanley ('A+'); and (iii) the credit quality of
the underlying securities, BA Master Credit Card Trust II's class
A certificates from series 2001-B due 2013 ('AAA').


NATIONAL LAMPOON: Posts $1.7 Million Net Loss in Qtr Ended Jan. 31
------------------------------------------------------------------
National Lampoon Inc. reported a net loss of $1.7 million on total
revenues of $987,388 for the second quarter ended Jan. 31, 2007,
compared with a net loss of $1 million on total revenues of
$819,997 for the same period ended Jan. 31, 2006.

The increase in total revenues is primarily due to the $210,663
increase in advertising and promotion revenue partly offset by the
$86,750 decrease in production revenue.  The increase in
advertising and promotion revenue was a result of increased
advertising revenue on internet websites, partially offset by a
decrease in promotion revenues.  For the three months ended
Jan. 31, 2007, production revenues decreased due to the allocation
of internal resources directed to the production of a feature
film.

The increase in net loss for the three months ended Jan. 31, 2007,
was a result of increased costs for the issuance of stock,
warrants and options, the write down of unamortized production
costs and increased costs related to licensing revenue partially
offset by an increase in advertising and promotion revenue.

At Jan. 31, 2007, the company's balance sheet showed $5.6 million
in total assets and $6.5 million in total liabilities, resulting
in an $895,706 total stockholders' deficit.

The company's balance sheet at Jan. 31, 2007, also showed strained
liquidity with $1.3 million in total current assets available to
pay $6.5 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2007, are available for
free at http://researcharchives.com/t/s?1c1e

                       Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about National Lampoon Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended July 31, 2006.  The auditing firm
pointed to the company's net loss and negative working capital.

                      About National Lampoon

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- a media and
entertainment company, engages in the creation and distribution of
comedic content.  The company licenses the National Lampoon brand,
as well as content from its library for use in movies, television
programming, live events, radio broadcasts, recordings, electronic
games, live events, and other consumer products.


NEENAH PAPER: Earns $2.7 Million in Quarter Ended December 31
-------------------------------------------------------------
Neenah Paper Inc. reported net income of $2.7 million for the
fourth quarter ended Dec. 31, 2006, compared with a net loss of
$37.7 million for the same period ended Dec. 31, 2005.  Income
from continuing operations for the fourth quarter of 2006 was
$3.2 million, compared with a loss from continuing operations of
$2.7 million for the fourth quarter of 2005.

Net sales for the fourth quarter of 2006 increased 30 percent
versus the prior year to $177.2 million, while operating income
increased from $600,000 in the fourth quarter of 2005 to
$9 million in the current quarter.  Fourth quarter 2006 results
reflect the inclusion of Neenah's German operations, which were
acquired from FiberMark on Oct. 11, 2006.

Commenting on the performance, Sean Erwin, chairman and chief
executive officer said, "Results for the fourth quarter were well
ahead of last year, reflecting significant improvement in pulp
operations resulting from both higher selling prices and improved
costs, a more favorable pricing environment in our paper segments,
and growth in Technical Products.  Our businesses continued to
generate strong cash flows, providing us with sound financial
footing and flexibility to act on attractive opportunities like
the Fox River acquisition.  We made good progress during the
quarter toward integrating our German operations and look forward
to being able to deliver even more efficiencies as we consolidate
Fox River with our fine paper business."

Selling, general and administrative expense increased from
$12.5 million in the fourth quarter of 2005 to $16.9 million in
the current quarter.  This increase reflected the inclusion of
costs for Neenah Germany, as well as higher expenses in 2006 for
stock-based compensation and depreciation of the company's
investment in a new enterprise resource planning (ERP) system.
Net interest expense was $5.1 million in the fourth quarter of
2006, increasing $700,000 from the fourth quarter of 2005 as a
result of new borrowings to finance the German acquisition.  The
effective tax rate in the fourth quarter of 2006 was approximately
16 percent, compared with 29 percent in the fourth quarter of
2005.  The reduction in rate was due to changes in the mix of
income between segments and other structural changes following the
acquisition of Neenah Germany.

For the full year ending Dec. 31, 2006, net sales of
$594.3 million increased 11 percent compared to net sales of
$534.7 million for 2005.  Excluding sales from the acquired German
operations, revenues increased two percent, with growth in all
three segments.

Net income for 2006 was $62.5 million, compared to a net loss of
$29.7 million for 2005.  Year to date income from continuing
operations was $95.4 million, compared with income from continuing
operations of $22.3 million in 2005.  Net income in 2006 included
after-tax gains of $77.5 million related to the sale of
timberlands.  After excluding the gain from the timberlands sale,
net income declined in 2006 as a result of a stronger Canadian
dollar, increased raw material and energy costs, losses on pulp
price hedges, and higher corporate expenses that offset the
benefits of higher volumes and selling prices.  Corporate expense
increased primarily due to the adoption in January 2006 of SFAS
123R to expense stock-based compensation and from depreciation of
costs associated with installing a new ERP system.

                     Discontinued Operations

The company's Terrace Bay pulp operation, excluding certain post-
retirement obligations, was transferred to Terrace Bay Pulp Inc.
and Eagle Logging Inc. on Aug. 29, 2006.  Results from Terrace Bay
have been classified as discontinued operations for all periods
presented.

Loss from discontinued operations in the fourth quarter of 2006
was $500,000, compared to loss from discontinued operations of
$35 million in the fourth quarter of 2005.  Results in 2005
included an after-tax charge of approximately $33.1 million for
impairment of Terrace Bay assets.  For the full year, losses from
discontinued operations were $32.9 million in 2006 and $52 million
in 2005.  Losses in 2006 included $20.3 million related to the
sale of the mill and settlement of the pension plan.  Losses in
2005 included $36.9 for impairment and restructuring of Terrace
Bay assets.

At Dec. 31, 2006, the company's balance sheet showed
$744.7 million in total assets, $559.8 million in total
liabilities, and $184.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c21

                        About Neenah Paper

Based in Alpharetta, Georgia, Neenah Paper (NYSE: NP) --
http://www.neenah.com/-- manufactures and distributes a wide
range of premium and specialty paper grades, with well-known
brands such as Classic(R), Environment(R), Starwhite(R), Esse(R),
Kimdura(R) and Munising LP(R), Gessner(R) and Varitess(R).  The
company also produces and sells bleached pulp, primarily for use
in the manufacture of tissue and writing papers.  Neenah Paper has
paper manufacturing operations in the United States and Germany,
and a pulp mill and related timberlands in Nova Scotia, Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Moody's Investors Service affirmed Neenah Paper Inc.'s corporate
family rating at B1.


NEW CENTURY: Analysts See Looming Bankruptcy Filing, WSJ Says
-------------------------------------------------------------
New Century Financial Corp. likely will file for bankruptcy
imminently, Lingling Wei of The Wall Street Journal reports,
citing analysts.

The analysts, WSJ says, are pointing to the latest move by two of
the company's major bank lenders to take possession of loans
previously used to secure their financing.

As previously reported in the Troubled Company Reporter, the
company said that its lenders discontinued their financing for the
company.  Lenders include Barclays Bank PLC and Morgan Stanley
Mortgage Capital Inc.

                Status of Barclay Credit Agreement

As reported yesterday in the Troubled Company Reporter, the
company disclosed that as of March 22, 2007, it was still in the
process of satisfying the preconditions under a letter agreement
with Barclays.  Barclay had 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.

                    Morgan Stanley Sells Loans

Morgan Stanley Mortgage Capital Inc. will be selling at a public
auction a portfolio of approximately 13,200 residential mortgage
loans originated by New Century.

                     Morgan Stanley Agreement

On March 8, 2007, New Century, certain of its subsidiaries, and
Morgan Stanley, entered into an Amendment No. 8 to a certain
Master Repurchase Agreement dated Dec. 12, 2005.  The amended
agreement allowed to company to add new borrowers and pledge
additional assets for $265 million in new financing.

The Amended Agreement also provides that Morgan Stanley may, in
its discretion, elect to discontinue extending financing to the
company.

A full-text copy of the Morgan Stanley Agreement, as amended, is
available for free at http://researcharchives.com/t/s?1b39

On March 9, 2007, New Century received a letter from Morgan
Stanley notifying the company:

    * of certain purported defaults,

    * that Morgan Stanley was accelerating certain obligations
      under the Morgan Stanley Agreement, and

    * Morgan Stanley was discontinuing financing to the company
      under the Morgan Stanley Agreement.

New Century has tapped Lazard Ltd. as its financial advisor, and
O'Melveny & Myers as its legal counsel, according to Reuters
relates citing three creditors familiar with the matter.

                         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: Morgan Stanley to Sell 13,200 Mortgage Loans
---------------------------------------------------------
Morgan Stanley Mortgage Capital Inc. will be selling at a public
auction a portfolio of approximately 13,200 residential mortgage
loans.

The aucton will be held at Morgan Stanley's offices in Broadway,
New York.

The loans, having an aggregate unpaid principal balance of
approximately $2.48 billion, are originated by New Century
Financial Corporation's subsidiaries.

The New Century subsidiaries are:

   * New Century Mortgage Corporation
   * NC Capital Corporation
   * Home123 Corporation
   * New Century Credit Corporation

The mortgage loans are being sold "as is, where is" with no
representations and warranties regarding the mortgage loans.

Indicative bids must be submitted by March 29, 2007, at 11:00 a.m.
EDT to Van Cushny or Lisa Farkovits in New York.

For further information, contact:

   a) Van Cushny at (212) 404-9430; or

   b) Lisa Farkovits at (212) 507-5778.

                     Morgan Stanley Agreement

On March 8, 2007, New Century, certain of its subsidiaries, and
Morgan Stanley, entered into an Amendment No. 8 to a certain
Master Repurchase Agreement dated Dec. 12, 2005.  The amended
agreement allowed to company to add new borrowers and pledge
additional assets for $265 million in new financing.

The Amended Agreement also provides that Morgan Stanley may, in
its discretion, elect to discontinue extending financing to the
company.

A full-text copy of the Morgan Stanley Agreement, as amended, is
available for free at http://researcharchives.com/t/s?1b39

On March 9, 2007, New Century received a letter from Morgan
Stanley notifying the company:

    * of certain purported defaults,

    * that Morgan Stanley was accelerating certain obligations
      under the Morgan Stanley Agreement, and

    * Morgan Stanley was discontinuing financing to the company
      under the Morgan Stanley Agreement.

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.


NORTH CAROLINA MEDICAL: Fitch Holds BB- Rating on $49.8 Mil. Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the approximately
$49.8 million North Carolina Medical Care Commission Hospital
revenue bonds series 2003.  The Rating Outlook is revised to
Stable from Negative.

The rating affirmation of 'BB-' and Rating Outlook revision to
Stable are primarily supported by Maria Parham Healthcare
Association, Inc.'s turnaround initiative and improving financial
profile.  Offsetting this improvement is Maria Parham's historical
operating performance and recent violations of bond covenants.  In
fiscal 2005 Maria Parham violated its debt service rate covenant
of 1.2x and liquidity covenant of 60 days cash on hand and in
accordance with bond documents engaged a management consultant.
The management consultant is assisting management with a
turnaround plan focused on improved productivity, reduced staffing
levels, revenue cycle enhancement, stronger physician contracting,
case management, supply chain savings and other improved
operational efficiencies.  The recent improvement in Maria
Parham's financial profile is expected to continue as the
operational efficiencies and savings associated with the
consultant recommendations are fully realized.

At Jan. 31, 2007, Maria Parham had 61.2 days cash on hand, 2.8x
cushion ratio and 21.5% cash to debt, up from 50.8 days cash on
hand, cushion ratio of 2.2x and cash to debt of 18.1% for fiscal
2006.  Through Jan. 31, 2007, Maria Parham reported a negative
2.1 operating margin (loss of $532,000) and an excess margin of
0.7% (gain of $191,000), which compares favorably to the negative
3.7% operating margin (loss of $2.9 million) and negative 3.2%
excess margin (loss of $2.5 million) for fiscal 2006.  Improved
operating performance contributed to a coverage of maximum annual
debt service coverage by earnings before interest, taxes,
depreciation and amortization of 2.0x, up from the 1.3x for fiscal
2006.

Credit strengths for Maria Parham are its strong market share, new
patient units and new executive leadership.  Management reported
that Maria Parham's primary service area market share remained
stable at 60%.  In February 2005, Maria Parham completed the
construction of their inpatient beds which expanded their number
of private rooms to 76 from 54.  Maria Parham also completed an
expansion of its rehabilitation services in October of 2005.
These facilities coupled with Maria Parham's market share and
successful efforts to recruit additional physicians, should help
improve patient volume in the medium term.

Primary credit concerns include erratic inpatient volume trends, a
weak payor mix and poor economic indicators of the primary service
area.  Patient volume indicators have been uneven for the last few
years and while there was some improvement from fiscal 2005 to
fiscal 2006, year-to-date admissions are below budget and down
when compared to the same period last year.  Unemployment rates in
Maria Parham's primary service area, which consists of Vance and
Warren counties, continue to remain high at 8.9% and 7.3%,
respectively, when compared to the North Carolina state average of
5.2% for 2005, and the local population is not growing as strongly
as projected.

The Stable Rating Outlook reflects Fitch's expectation that Maria
Parham's relatively new executive leadership team will continue to
make operating profitability of the hospital a top priority.
Maria Parham is budgeting a bottom line profitability of
approximately $1 million for fiscal 2007 and projects a positive
operating margin in fiscal 2008.

Maria Parham Healthcare Association serves as the parent
corporation and controls operations at the only other member of
the obligated group, Maria Parham Medical Center.  Maria Parham
Medical Center is a 102-licensed bed acute care hospital located
in Henderson, North Carolina, approximately 45 miles north of
Raleigh.  Total annual revenue for the consolidated organization
equaled approximately $77.1 million in fiscal 2006.  Maria Parham
covenants to disclose both annual and quarterly financial
information to the Nationally Recognized Municipal Securities
Information Repositories.  Maria Parham discloses annual and
quarterly information to the NRMSIRS through Digital Assurance
Certification, LLC.  Disclosure to date has been thorough and
timely and has included balance sheet, income statement, cash
flows, and utilization data, but no management discussion and
analysis.


NORTHWEST AIRLINES: Court Approves Disclosure Statement
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Northwest Airlines Corporation's Disclosure Statement
explaining its Amended Plan of Reorganization on March 26, 2007,
Bloomberg News reports.

Judge Gropper said the Disclosure Statement "is adequate and
should be approved" but noted that the approval was subject to
revisions agreed on by attorneys for the company and creditors at
the hearing, Bloomberg says.

According to the report, Judge Gropper overruled the objection
filed by the Ad Hoc Committee of Equity Security Holders saying it
isn't clear whether the hedge fund investors complied with a March
9, 2007 Order directing the Ad Hoc Committee members to fully
disclose their holdings in Northwest.

To appease the pilots and other objecting parties, Bruce Zirinsky,
Esq., at Cadwalader Wickersham & Taft LLP, in New York,
said the airline will provide a description of its management
equity plan "by the close of business" on March 30.  Northwest
further disclosed that it will give about 4,000 non-union workers
$77.4 million in cash and stock bonuses when it emerges from
Chapter 11, Christopher Scinta of Bloomberg News reports.

"[Mon]day's approval of Northwest's disclosure statement is
another major milestone in our restructuring efforts," the company
said.  The airline added that it remains on target to exit
bankruptcy protection during the second quarter of 2007 with a
value of about $7 billion, Bloomberg says.

Attorneys expect the Disclosure Statement to be mailed to
creditors entitled to vote on the Plan from April 6 to April 9,
2007, according to Bloomberg.

                     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: Plan Confirmation Hearing Scheduled on May 16
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set a hearing on May 16, 2007, to consider confirmation of
Northwest Airlines Corp. and its debtor-affiliates' Amended Plan
of Reorganization, Bloomberg News reports.

Creditors have until May 7 to cast their votes.

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: Withdraws $129MM Claim for Salaried Employees
-----------------------------------------------------------------
Northwest Airlines Corporation disclosed yesterday that it has
withdrawn a $129 million salaried employee unsecured claim from
its Plan of Reorganization.

The company also disclosed partial details of a new salaried
equity plan for its 5,200 worldwide salaried and management
employees.

Under the plan, salaried employees below the director level will
receive cash and restricted stock units totaling $77.4 million.
Shortly after emergence from bankruptcy, current salaried
employees below the director level who took pay and benefit
reductions as part of the airline's restructuring efforts will
receive cash payments of $31 million.

Salaried employees will also be eligible to receive restricted
stock units, with a grant date value of $46.4 million.  These
units will vest one year after emergence and will be converted to
common stock of the new Northwest Airlines.  Employees must remain
with Northwest for the one year period to receive the stock.

Doug Steenland, president and chief executive officer of Northwest
Airlines, said, "The plan is designed to promote long-term
retention of salaried employees and to build on Northwest's
commitment to ensuring that all employees participate in the
financial success of the company.  It also recognizes the
contributions salaried employees have made to the company's
successful restructuring efforts."

"This salaried equity plan will help ensure that Northwest retains
a team of experienced salaried employees, and ties the interests
of that team to the financial performance of our company."

The $77.4 million being distributed via the plan is in lieu of
$129 million claim that would have been provided under the
salaried employee unsecured claim that Northwest previously filed
with the United States Bankruptcy Court for the Southern District
of New York.

Northwest has advised the court that after consultation with its
Unsecured Creditors Committee, it has withdrawn the $129 million
salaried and management unsecured claim.  The management claim,
designated for salaried employees below the director level whose
salaries and benefits were reduced by the company, was determined
using the same formula as that which was used to determine the
claims in the Company's labor agreements.

Through unsecured claims that are integral parts of ratified
collective bargaining agreements as well as profit-sharing
payments, Northwest's 30,000 employees are expected to receive
$1.5 billion in distributions during the period of the airline's
business plan, which runs through 2010.  That figure is the
equivalent of a 20 percent economic interest in Northwest going
forward.

Mr. Steenland added, "Employees recently received their first
profit sharing checks and several of our unions have sold up to 40
percent of their unsecured claims, thus delivering the first
financial benefits of Northwest's restructuring directly to our
employees."

The equity plan program details for directors, managing directors
and officers will be announced at a later date.

                     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.


NVE INC: Court Extends Exclusive Plan-Filing Period to April 5
--------------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New York extended until April 5, 2007, the
exclusive period wherein NVE Inc. can file a chapter 11 plan of
reorganization.  Judge Winfield also gave the Debtors until
June 7, 2007 to solicit acceptances of that plan.

Based in Andover, New Jersey, NVE Inc., dba NVE Pharmaceuticals,
Inc., manufactures dietary supplements.  The Debtor is facing
lawsuits about its weight-loss products which contain the now-
banned herbal stimulant, Ephedra.  The company filed for chapter
11 protection on August 10, 2005 (Bankr. D. N.J. Case No. 05-
35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq., Michael
McLaughlin, Esq., and Steven Z Jurista, Esq., at Wasserman,
Jurista & Stolz, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,966,522 in total assets and $14,745,605 in total
debts.


NVIDIA CORP: Judge Efremsky Reverses Decision; Allows Media
-----------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California reversed his decision and agreed
to open the court proceedings involving Nvidia Corp. and 3DFX
Interactive Inc., to the public and the press, the Mercury News
reports.

As reported in the Troubled Company Reporter on March 23, 2007,
Judge Efremsky had barred the media in the trial and asked parties
who wanted to observe the proceedings to sign confidentiality
agreements.

The reversal came after Mercury News' counsel objected to the non-
disclosure order.

The Mercury News further relates that although Judge Efremsky
allowed reporters to attend the trial without signing non-
disclosure agreements, he will ask reporters to leave the
courtroom if he deems that the documents involved in a testimony
is confidential in nature.

                      About 3DFX Interactive

Headquartered in Palo Alto, Calif., 3DFX Interactive Inc.
developed graphics chips, graphics boards, software and related
technology.  On March 27, 2001, 3DFX's shareholders approved
proposals to liquidate, wind up and dissolve the company pursuant
to a plan of dissolution and to sell certain of its assets to
Nvidia US Investment Company, a wholly owned subsidiary of Nvidia
Corporation.

The Company filed for chapter 11 protection on Oct. 15, 2002
(Bankr. N.D. Calif. Case No. 02-55795).  William A. Brandt, Jr.
serves as trustee and is represented by Aron M. Oliner, Esq., at
the Law Offices of Duane Morris and Craig C. Chiang, Esq, at
Buchalter, Nemer, Fields and Younger.  Robert S. Gebhard, Esq., at
Sedgwick, Detert, Moran and Arnold represents the Official
Committee of Unsecured Creditors.  At July 31, 2002, the Company
had $35,236,000 net liabilities in liquidation from total assets
of $106,000 and total liabilities of $35,342,000.

                        About NVIDIA Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Standard & Poor's Ratings Services removed its ratings on Nvidia
Corp. from CreditWatch, where they were placed with negative
implications on Aug. 15, 2006.  S&P said the corporate credit
rating was affirmed at 'BB-' and the outlook is stable.


OHA PARK: Moody's Assigns Ba2 Rating to $28 Million Class D Notes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes issued by OHA
Park Avenue CLO I, Ltd.:

   * Aaa to the $50,000,000 Class A-1a Senior Secured Revolving
     Floating Rate Notes, Due 2022;

   * Aaa to the $346,560,000 Class A-1b Senior Secured Floating
     Rate Notes, Due 2022;

   * Aa2 to the $30,940,000 Class A-2 Senior Secured Floating Rate
     Notes, Due 2022;

   * A2 to the $36,560,000 Class B Secured Deferrable Floating
     Rate Notes, Due 2022;

   * Baa2 to the $25,310,000 Class C Secured Deferrable Floating
     Rate Notes, Due 2022 and

   * Ba2 to the $28,130,000 Class D Secured Deferrable Floating
     Rate Notes, Due 2022.

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

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

Oak Hill Advisors, L.P. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


ORCHID STRUCTURED: S&P Cuts Ratings on Two Certificates to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C-1, and C-2 notes issued by Orchid Structured Finance
CDO Ltd., a static CDO backed primarily by ABS, and removed them
from CreditWatch with negative implications, where they were
placed Oct. 25, 2006.  At the same time, the ratings on the class
A-1MM and A-2 notes were affirmed.

The downgrades reflect continuing deterioration in the
overcollateralization ratios since the rating actions in September
2005.  The decline is primarily due to an increase in defaulted
assets and the low recovery value assigned to those defaulted
assets for purposes of O/C calculations.

Standard & Poor's notes that for the purpose of O/C calculation,
the trustee "haircuts" a portion of the collateral to account for
excess exposure to lower-rated assets.  As of the Feb. 5, 2007,
trustee report, this haircut was $3.6 million.  The class A/B and
class C O/C ratios, without this haircut but after the paydowns on
Feb. 20, 2007, would be 108.77% and 100.49%, respectively, down
from 112.86% and 106.36%, respectively, in September 2005
(when the haircut was $8.8 million).

Any increase in defaults that have recoveries lower than the
modeled recovery rates will impair the existing credit support and
could lead to negative CreditWatch placements on the class C-1 and
C-2 note ratings.

The transaction is structured such that the failure of any class C
coverage ratio will divert the available interest proceeds--after
paying all expenses and interest--to pay down the class C notes.
As a result, the balance of the class C-1 and C-2 notes after the
last payment date on Feb. 20, 2007, is about 67% of its original
size.

The affirmed ratings reflect paydowns to the class A-1MM and A-2
notes that have decreased the current outstanding balances of
these classes to 29% and 68%, respectively, of their original size
(as of the last payment date on Feb. 20, 2007).  The paydowns have
improved the credit support available to the class A-1MM and A-2
notes.

                   Ratings Lowered And Removed
                    From Creditwatch Negative

                Orchid Structured Finance CDO Ltd.

                Rating                      Balance
                ------                      -------
     Class   To        From           Current       Original
     -----   --        ----           -------       --------
     B       A-        A+/Watch Neg   $19,375,000   $19,375,000
     C-1     B-        BB+/Watch Neg   $4,201,000    $6,250,000
     C-2     B-        BB+/Watch Neg   $3,361,000    $5,000,000

                         Ratings Affirmed

                Orchid Structured Finance CDO Ltd.

                                        Balance
                                        -------
         Class      Rating       Current        Original
         -----      ------       -------        --------
         A-1MM      AAA/A-1+     $50,212,000    $175,000,000
         A-2        AAA          $22,202,000     $32,500,000


PREFERREDPLUS TRUST: S&P Lifts Rating on Class A & B Certs. to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A and B fixed-rate preferred plus trust certificates issued by
PreferredPLUS Trust Series ELP-1 to 'BB-' from 'B' and removed
them from CreditWatch, where they were placed with positive
implications on Dec. 27, 2006.

The upgrades reflect the raising of the rating on the underlying
securities, the $40,754,000 7.75% medium-term notes due Jan. 15,
2032, issued by El Paso Corp., and its removal from CreditWatch
positive on March 19, 2007.

PreferredPLUS Trust Series ELP-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, the
$40,754,000 7.75% medium-term notes issued by El Paso Corp.


PROTECTION ONE: Dec. 31 Balance Sheet Upside-Down by $79.9 Million
------------------------------------------------------------------
Protection One Inc.'s balance sheet at Dec. 31, 2006, showed
$444 million in total assets and $523.9 million in total
liabilities, resulting in a $79.9 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $64.6 million in total current assets available to
pay $69.6 million in total current liabilities.

Protection One reported a net loss of $4.7 million for the fourth
quarter ended Dec. 31, 2006, compared with a net loss of
$2.2 million for the fourth quarter of 2005.  The increase in net
loss was in part due to an increase in net interest expense of
$1.8 million and an increase in tax expense of $400,000.

Total revenues in the fourth quarter of 2006 were $69.1 million
compared to $66.5 million in the fourth quarter of 2005, an
increase of 3.9%.

Higher average recurring monthly income in the fourth quarter of
2006 allowed the company to record monitoring and related services
revenues of $61.9 million, an increase of nearly 1% from
$61.3 million recorded in the fourth quarter of 2005.

                     Fiscal Year 2006 Results

Monitoring and related services revenues were $247.4 million for
the year ended Dec. 31, 2006, $26.5 million in the 39-day period
commencing Jan. 1, 2005, and ending with and including
Feb. 8, 2005, (the "pre-push down period"), and $219.5 million in
the 326-day period beginning after that date and ending on
Dec. 31, 2005, utilizing the new basis of accounting (the "post-
push down period").

Total revenues were $270.6 million in 2006 and, in the pre- and
post-push down periods of 2005 were $28.5 million and
$234.5 million, respectively.

Net loss was $17.4 million in fiscal 2006.  In the pre- and post-
push down periods in 2005, the net loss was $11.4 million and
$15.6 million, respectively.

As of Dec. 31, 2006, recurring monthly revenue was $20 million
compared to $19.9 million as of Dec. 31, 2005.

Excluding debt discounts and premiums, the company's total debt
outstanding, as of Dec. 31, 2006, was $410.8 million, compared to
$344.2 million as of Dec. 31, 2005, reflecting the additional
financing obtained through the senior secured credit facility for
the purpose of paying a special cash distribution in May 2006.
The company had $297.8 million outstanding under its senior
secured credit facility as of Dec. 31, 2006.

The company's cash and equivalents as of Dec. 31, 2006, were
$24.6 million compared to $19.9 million at Dec. 31, 2005.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c25

                   Push-Down Accounting in 2005

On Feb. 8, 2005, the company consummated a debt-for-equity
exchange with affiliates of Quadrangle Group LLC that resulted in
Quadrangle reducing the aggregate principal amount outstanding
under the company's credit facility with Quadrangle by
$120 million, in exchange for 16 million shares of the company's
common stock.  The issuance of the new shares, together with
shares already owned by Quadrangle, resulted in Quadrangle owning
approximately 97.3% of the company's common stock.

As a result of Quadrangle's increased ownership interest from the
Feb. 8, 2005, debt-for-equity exchange, the company has "pushed
down" Quadrangle's basis to a proportionate amount of its
underlying assets and liabilities acquired, based on the estimated
fair market values of the assets and liabilities.  The "push-down"
accounting adjustments did not impact cash flows.

                       About Protection One

Headquartered in Wichita, Kansas, Protection One Inc. (OTC BB:
PONN.OB) -- http://www.ProtectionOne.com/-- is one of the largest
providers of security monitoring services in the United States.
Including its Network Multifamily subsidiary, a leading security
provider to the multifamily housing market, Protection One
provides monitoring and related security services to approximately
one million residential and commercial customers.


REALOGY CORP: Moody's Junks Rating on Proposed $2.25 Billion Notes
------------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Realogy
Corporation's proposed offering of $2.25 billion of senior
unsecured notes and $900 million of senior subordinated notes.

Moody's assigned a Caa1 rating to the proposed senior unsecured
notes and a (Caa2 rating to the proposed senior subordinated
notes.

Additionally, Moody's affirmed Realogy New's B3 Corporate Family
Rating and the Ba3 rating previously assigned to the proposed
senior secured credit facility.  The term loan component of the
proposed credit facility has been upsized to $1.95 billion from
$1.45 billion.  The proceeds of these note offerings, along with
borrowings under the senior secured credit facility and an equity
contribution by Apollo Management, L.P., will be used to finance
the leveraged buyout of the company.

The B3 Corporate Family Rating reflects weak pro forma financial
strength and profitability metrics, Moody's expectation of
continued softness in the residential real estate market in the
intermediate term and minimal business line diversification.  The
ratings are supported by leading market positions, strong brands
and long term growth fundamentals for the real estate industry.

The Ba3 rating on the $4.77 billion proposed senior secured credit
facility reflects the facility's first priority position in the
capital structure and a loss given default assessment of LGD2
(23%).  The credit facility is secured by a first lien pledge of
substantially all of the company's domestic assets and 65% of the
stock of foreign subsidiaries.  The loss given default assessment
reflects the priority position of the proposed credit facility in
the capital structure and the significant amount of junior ranking
debt and non-debt obligations.  Any existing senior notes of
Realogy that are not redeemed will become secured in accordance
with the terms of the indenture and will rank pari passu with the
new secured credit facility.

The Caa1 rating on the $2.25 billion of proposed senior unsecured
notes reflects a loss given default assessment of LGD5, 73%.  The
proposed senior notes will be guaranteed by substantially all of
the domestic subsidiaries of the company.  The loss given default
assessment on the proposed senior notes reflects effective
subordination to the secured credit facility and any existing
notes of Realogy that are not redeemed.  The proposed senior notes
have a priority claim relative to the proposed senior subordinated
notes.

The Caa2 rating on the $900 million of proposed senior
subordinated notes reflects a loss given default assessment of
LGD6, 93%.  The senior subordinated notes will be guaranteed by
substantially all of the domestic subsidiaries of the company.
The loss given default assessment on the proposed subordinated
notes reflects contractual subordination to the secured credit
facility, any existing notes of Realogy that are not redeemed and
the proposed guaranteed senior notes.

These are the rating actions:

   * Assigned $1.5 billion senior unsecured cash pay notes due
     2015, Caa1, LGD5, 73%

   * Assigned $750 million senior unsecured toggle notes due 2015,
     Caa1, LGD5, 73%

   * Assigned $900 million senior subordinated notes due 2017,
     Caa2, LGD6, 93%

   * Affirmed $750 million senior secured revolving credit
     facility due 2013, Ba3, LGD2, 23% from LGD2, 19%

   * Affirmed $1.95 billion (upsized from $1.45 billion) senior
     secured term loan due 2014, Ba3, LGD2, 23% from LGD2, 19%

   * Affirmed $1.22 billion senior secured delayed draw term loan
     facility due 2014, Ba3, LGD2, 23% from LGD2, 19%

   * Affirmed $850 million senior secured synthetic letter of
     credit facility due 2014, Ba3, LGD2, 23% from LGD2, 19%

   * Affirmed Corporate family rating, B3

   * Affirmed Probability of Default rating, B3

The stable ratings outlook anticipates continued weakness in the
residential real estate market in 2007, with an approximately 7%
to 8% decline in homesale volume and flat to modestly declining
pricing trends.  Although Moody's expects a modest recovery in
2008, credit metrics are expected to remain weak for the rating
category over the intermediate term.

Realogy Corporation is one of the largest real estate service
companies in the world with reported revenues of about
$6.5 billion in the year ended Dec. 31, 2006.  The company
operates in four segments: real estate franchise services, company
owned real estate brokerage services, relocation services and
title and settlement services.  The franchise brand portfolio
includes Century 21, Coldwell Banker, Coldwell Banker Commercial,
ERA and Sotheby's International Realty.


REDDING TANK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Redding Tank and Casing
        dba Perkins Welding
        aka Perkins Welding Works
        P.O. Box 292580
        Sacramento, CA 95828

Bankruptcy Case No.: 07-21997

Type of Business: The Debtor, besides being a factory direct
                  distributor of petroleum and industrial handling
                  equipment and of service station equipment, is
                  also a manufacturer of steel tanks for above
                  ground use, be it single wall, double wall or
                  triple wall tanks.  See
                  http://www.reddingtank.com/

Chapter 11 Petition Date: March 22, 2007

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Julia P. Gibbs, Esq.
                  1329 Howe Avenue, Suite 205
                  Sacramento, CA 95825-3363
                  Tel: (916) 646-2800

Total Assets: $1,589,967

Total Debts:  $3,006,462

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Rober Dunn                                             $812,356
1319 Carter Road
Sacramento, CA 95864

Bank of America                                         $62,749
P.O. Box 660576
Dallas, TX 75266-0576

Farwest Steel Corp.                                     $46,261
P.O. Box 4188
Medford, OR 97501

Feralloy Corp.                                          $42,100

Gasboy International, L.L.C./Gilbarco                   $29,688

Financial Pacific Insurance Co.                         $26,984

Delta Consolidated Industries, Inc.                     $24,124

Manpower                                                $19,599

Bank of America-Visa                                    $16,835

Rushway C/O Investment Recovery                         $15,423

Pomares Gardner, C.P.A.                                 $15,317

Wells Fargo Bank-Visa                                   $14,259

Samson Corp.                                            $13,515

Fuel Technologies International                         $13,366

Blue Cross of California                                $10,766

State Board of Equalization                             $10,314

A.F.C.O.-Vehicle Insurance                              $10,269

Richards                                                $10,169

Wilke Fleury Hoffelt Gould                               $8,886

Shasta Welding Supply, Inc.                              $8,772


REDONDO WASTE: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Redondo Waste Systems, Inc.
        P.O. Box 6616
        Caguas, PR 00726

Bankruptcy Case No.: 07-01512

Type of Business: The Debtor's successor-in-interest, Big Blue
                  Corporation, filed for chapter 11 protection on
                  February 12, 2007 (Bankr. D. P.R. Case No.
                  07-00653).

Chapter 11 Petition Date: March 23, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Carlos Rodriguez Quesada
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2463

Total Assets: $990,000

Total Debts:  $1,009,009

Debtor's Seven Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Departamento de Hacienda                                 $245,903
Negociado de Contribuciones
P.O. Box 2501
San Juan, PR 00902-2501

CRIM                                                     $127,869
P.O. Box 195387
San Juan, PR 00919-5387

Departamento del Trabajo (PR)   Estate Security           $45,775
P.O. Box 37688
San Juan, PR 00981

Ryder                           Vehicle Lease             $36,000
                                Arrears

Municipio de Caguas             Municipa Patent           $33,189

Interspace Ind. Corp.           Commercial Space          $18,473
                                Lease Arrears

Banco Popular de Puerto Rico    Credit Line               $11,800


RGIS INVENTORY: Blackstone Offer Cues S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate rating, on Auburn Hills, Michigan-based RGIS
Inventory Specialists on CreditWatch with negative implications.

This rating action follows the report that an affiliate of the
Blackstone Group has agreed to purchase a majority equity
stake in the company.  Goldman, Sachs & Co. has committed to
provide bank debt and mezzanine financing.

"Although specific terms have not been disclosed," said
Standard & Poor's credit analyst Charles Pinson-Rose, "we believe
that the transaction will most likely result in increased debt
leverage and weakened cash flow protection ratios."

The current ratings are based on inconsistent operating
performance and a highly leveraged capital structure that limits
cash flow protection.  Standard & Poor's will monitor developments
related to the transaction.


RIVAS ALVARADO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rivas Alvarado Family, Inc.
        18058 Mateny Road
        Germantown, MD 20874

Bankruptcy Case No.: 07-12706

Chapter 11 Petition Date: March 23, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Avenue, Suite 760
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

Estimated Assets: Unknown

Estimated Debts:  Less than $50,000

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


ROACH AUTOMOTIVE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Roach Automotive, L.P.
        25 West Market Street
        Burgettstown, PA 15021

Bankruptcy Case No.: 07-21800

Chapter 11 Petition Date: March 23, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  330 Grant Street
                  Pittsburgh, PA 15219-2202
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

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.


RURAL/METRO CORP: Dec. 31 Balance Sheet Upside Down by $92.9 Mil.
-----------------------------------------------------------------
Rural/Metro Corp. reported results for the three and six months
ended Dec. 31, 2006.  Its balance sheet as of Dec. 31, 2006,
showed a total stockholders' deficit of $92.91 million, resulting
from total assets of $292.76 million, total liabilities of
$383.13 million, and minority interests of $2.54 million.

For the three months ended Dec. 31, 2006, the company had a net
income of $1.29 million, versus a net income of $2.85 million for
the same period a year earlier.  Net revenues for the three months
ended Dec. 31, 2006, were $116.94 million, versus net revenues of
$113.39 million for the same period a year earlier.

For the six months ended Dec. 31, 2006, the company had a net
income of $3.04 million, versus a net income of $6.43 million for
the same period a year earlier.  Net revenues for the six months
ended Dec. 31, 2006, were $233.78 million, versus net revenues of
$224.72 million for the same period a year earlier.

Accumulated deficit as of Dec. 31, 2006, was $246.18 million,
versus $249.23 million a year earlier.

Cash and cash equivalents as of Dec. 31, 2006, were $7.79 million,
down from $3.04 million as of June 30, 2006.  The company had zero
short-term investments at Dec. 31, 2006, and had $6.2 million at
June 30, 2006.

Full-text copies of the company's three and six months report for
the period ended Dec. 31, 2006, are available for free at
http://ResearchArchives.com/t/s?1c26

                         Waiver of Default

Due to the restatement of the financial statements, it did not
timely file its Quarterly Report on Form 10-Q for the quarter
ended Dec. 31, 2006, as disclosed on Form 12b-25 filed on Feb. 12,
2007.  As a result, the company received a notice of default on
Feb. 22, 2007, from the trustee of its 9.875% Senior Subordinated
Notes due 2015, and its 12.75% Senior Discount Notes due 2016.

The company's subsidiary, Rural/Metro Operating Company LLC,
entered into Waiver No. 1, dated as of March 13, 2006, with its
lenders, under which the lenders waive the defaults arising out of
the company's failure to timely file its Form 10-Q, for the
quarter ended Dec. 31, 2006.  The company has been delayed due to
the reported inventory restatement relating to certain durable
medical equipment within inventory.

                   Unscheduled Principal Payment

On March 22, 2007, the company, through its wholly owned
subsidiary, Rural/Metro LLC, made a $7 million unscheduled
principal payment on its Term Loan B.  In connection with this
payment, the company wrote-off about $200,000 of deferred
financing costs during the third quarter of fiscal 2007.

                 Withdrawal of Shelf Registration

On March 22, 2007, the company disclosed that it will withdraw its
Registration Statement on Form S-3 that was previously filed with
the Securities and Exchange Commission on Feb. 8, 2006.  The
Registration Statement has not been declared effective by the SEC,
and no securities were sold in connection with the Registration
Statement.

                       2005 Credit Facility

On Jan. 18, 2007, the company amended its 2005 Credit Facility to
modify certain financial covenant requirements contained in the
Credit Agreement, including total leverage ratio, interest expense
coverage ratio and fixed charge coverage ratio.  In addition,
Amendment No. 5 modified the definitions of "Consolidated Net
Income" and "Consolidated Net Rental and Operating Lease Expense"
to exclude discontinued operations prior to June 30, 2006.  In
connection with Amendment No. 5, the company paid $700,000 in
lender and administration fees during the third quarter of fiscal
2007.  Of this amount, $500,000 was capitalized and will be
amortized to interest expense over the remaining term of the 2005
Credit Facility.  As a result of entering into Amendment No. 5,
which is effective as of Dec. 31, 2006, the company is in
compliance with all of its covenants under the 2005 Credit
Facility at Dec. 31, 2006.

                     About Rural/Metro Corp.

Headquartered in Scottsdale, Arizona, Rural/Metro Corp. --
http://www.ruralmetro.com/-- provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 23 states and about 400 communities throughout the U.S.

                         *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service placed a Caa1 rating to Rural/Metro
Corp.'s $93.5 million, 12.75% senior discount notes, due 2016, and
assigned a B2 Corporate Family Rating.


SBBR 1 LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: S.B.B.R. 1, L.L.C.
             960 Ocean Drive
             Miami Beach, FL 33139-5013

Bankruptcy Case No.: 07-12013

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      S.B.B.R. 2, L.L.C.                         07-12014
      S.B.H.I. 1, L.L.C.                         07-12015
      S.B.H.I. 2, L.L.C.                         07-12016
      South Beach Hotel Investors, L.L.C         07-12017
      South Beach Breakwater Restaurant, L.L.C.  07-12018

Type of Business: The Debtors, owned by Chicago-based and Miami-
                  based hospitality firm The Falor Companies,
                  operate real properties.

Chapter 11 Petition Date: March 24, 2007

Court: Southern District of Florida (Miami)

Debtors' Counsel: Meredith Mishan, Esq.
                  848 Brickell Avenue, Suite 1100
                  Miami, FL 33131
                  Tel: (305) 577-5999

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Consolidated List of 20 Largest Unsecured Creditors of:

         * S.B.H.I. 1, L.L.C.,
         * S.B.H.I. 2, L.L.C.,
         * South Beach Hotel Investors, L.L.C, and
         * South Beach Breakwater Restaurant, L.L.C.

   Entity                                          Claim Amount
   ------                                          ------------
Judy & Jonas Mimoun                                  $1,013,000
[address not provided]

P.F.I. Holdings                                        $950,500
500 South Dearborn St.
Chicago, IL 60601

F.M.C. Enterprises                                     $950,500
500 South Dearborn St.
Chicago, IL 60605

M.S.D. Investments                                     $921,500
500 South Dearborn St.
Chicago, IL 60605

Piper Rudnik                                           $355,109
203 North LaSalle, Suite 1900
Chicago, IL 60601

Landmark Services Co. of                               $273,800
Florida
3006 Sterling Road
Fort Lauderdale, FL 33312

C&D Waterproofing                                      $207,010

A.A.C. Flores Construction                             $197,010

Snapp Industries, Inc.                                 $187,900

Loomis Insurance                                       $171,000

Shakman Const. Hospitality                             $161,100

Gator Fire Protection, Inc.                            $139,010

Amerimex Construction of                               $138,011
Palm Beach, L.L.C.

Berman Rennert Vogel & Mandler,                        $138,000
P.A.

Silver, Garvett & Henkell                               $87,231

Stelnberg and Associates                                $71,660

Florida Dept. of Revenue                                $68,368

Julian Prado Paint                                      $59,971

Antico Stone                                            $52,060

Thyssen Krupp Elevator                                  $51,880


SEQUOIA ALTERNATIVE: S&P Holds B Rating on Class B-6 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 10
classes of certificates issued by Sequoia Alternative Loan Trust
2006-1.

The affirmations reflect the stable performance of the collateral
as of the Feb. 2007 remittance date.  Current credit support
percentages are sufficient at the respective rating levels.

As of the Feb. 2007 remittance period, total and serious
delinquencies were 10.67% and 4.90% of the current principal
balance, respectively.  While these delinquency percentages are
moderate, they have yet to translate into realized losses.

If delinquencies translate into losses during the upcoming
remittance periods, Standard & Poor's will monitor this deal more
frequently.  This deal has paid down to 73.71% of its original
balance.  Credit enhancement is provided through the
senior/subordinate and shifting interest structure of this
transaction.

At origination, the loans consisted primarily of adjustable-rate,
conventional, fully amortizing, first-lien Alt-A residential
loans, all of which had an original term-to-stated maturity of
30 years.

                         Ratings Affirmed

               Sequoia Alternative Loan Trust 2006-1

               Class                          Rating
               -----                          ------
               A-1, A-2, AR-L, AR             AAA
               B-1                            AA
               B-2                            A
               B-3                            BBB
               B-4                            BBB-
               B-5                            BB
               B-6                            B


SP NEWSPRINT: Moody's Affirms B1 Ratings & Says Outlook is Stable
-----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for SP
Newsprint Company to stable from positive and affirmed the
existing B1 corporate family and bank debt ratings.

The outlook revision reflects the emerging unfavorable industry
trends which include a decline in consumption rates for newsprint,
weakening prices, and escalating wastepaper, wood chip, and energy
costs.  SP's recently improved balance sheet, low cost position
with no Canadian dollar exposure, adequate liquidity, and partner
support drive the affirmation of the ratings.

At the same time, the company's reliance on a single commodity
product, the cyclical nature of newsprint prices, and the
challenges continuing to impact the paper sector such as
overcapacity, weak demand, elevated costs for raw materials and
energy, and significant competitive pressures temper the ratings.

In Feb. 2006, Moody's highlighted the likelihood that SP's ratings
could improve if the company was successful in reducing debt from
current levels on a sustainable basis while improving its cost
position.  Despite a significant reduction in leverage and
improved cash flow in 2006, the expectation of significant
declines in newsprint pricing and mounting wastepaper and wood
chip costs in 2007 will unlikely enable SP to sustain its recent
operating performance.  The recent increase in ONP costs has been
attributable to strong demand in China and shortages in US board
mills.

Also, SP's Newberg mill is experiencing high wood chip costs as
sawmills have been shutting down due to the housing slowdown.
Moody's expects that these factors will sharply constrain the
company's operating margins in the near term.

SP Newsprint Company, headquartered in Atlanta Georgia, operates
two paper mills that produce recycled newsprint for a variety of
newspaper publishers primarily in the southeastern and western
United States.  SP is a partnership owned equally by The McClatchy
Company, Cox Enterprises, Inc. and Media General, Inc.


SPARTA COMMERCIAL: Jan. 31 Balance Sheet Upside-down by $644,623
----------------------------------------------------------------
Sparta Commercial Services, Inc. disclosed results for the three
and nine months ended Jan. 31, 2007.  Its balance sheet at
Jan. 31, 2007, showed a total stockholders' deficit of $644,623,
resulting from total assets of $4,232,370 and total liabilities of
$4,876,993.  As of Jan. 31, 2007, the company listed an
accumulated deficit of $17,230,171, as compared with an
accumulated deficit of $14,150,429 as of April 30, 2006.

The company's January 31 balance sheet also showed strained
liquidity with total current assets of $696,413 available to pay
total current liabilities of $2,684,270.

For the quarter ended Jan. 31, 2007, reported a net loss of
$932,387 on revenues of $214,642, as compared with a net loss of
$3,658,551 on revenues of $43,008 for the quarter ended Jan. 31,
2006.

For the nine months ended Jan. 31, 2007, the company had a net
loss of $2,989,931 on revenues of $625,839, as compared with a net
loss of $6,734,000 on revenues of $90,629 for the same period a
year earlier.

The company stated in its financial report as of Jan. 31, 2007,
that for the three months ended Jan. 31, 2007, and 2006, it
generated limited, but increasing, sales revenues, incurred
significant expenses, and sustained significant losses.  The
company believes it will continue to earn increasing revenues from
operations during the remainder of fiscal 2007 and in the upcoming
fiscal year.

                           Liquidity

As of Jan. 31, 2007, the company had a working capital deficit of
$1,987,857 and generated a deficit in cash flow from operations of
$2,530,412 for the nine months ended Jan. 31, 2007.  This deficit
is primarily attributable to the company's net loss from
operations of $2,989,931, an increase in lease receivables of
$1,792,942, and a change in warrant liability of $299,663,
partially offset by depreciation and amortization of $250,303 and
to changes in the balances of current assets and liabilities.
Accounts payable and accrued expenses increased by $684,645,
deferred revenue increased by $510,340, prepaid expenses decreased
by $43,961 and loan proceeds receivable decreased by $389,998.

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

               http://ResearchArchives.com/t/s?1c11

                     Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, in New York, raised
substantial doubt about Sparta Commercial Services, Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended April 30,
2006, and 2005.  The auditor pointed to the company's recurring
operating losses.

                      About Sparta Commercial

Headquartered in New York City, Sparta Commercial Services, Inc.
(OTC BB: SRCO) -- http://www.spartacommercial.com/-- is a
financial services company in the United States exclusively
dedicated to the power sports industry.  Sparta's spectrum of
financing programs covers all major brands of motorcycles,
virtually all semi customs, most ATVs, and select scooters.


STANDARD MOTORS: Gets $275 Mil. Credit Facility with GE Capital
---------------------------------------------------------------
Standard Motor Products, Inc. entered into a new revolving credit
facility, replacing its existing credit facility, with GE
Capital Markets acting as Agent for a syndicate of lenders.  The
new credit facility provides for a line of credit up to
$275 million, with an additional $50 million accordion feature,
and has a term of five years.

The $275 million revolving credit facility will continue to be
secured primarily with the company's accounts receivable,
inventory and fixed assets similar to the existing advance rate
formulas.

"We are very pleased to secure this new financing arrangement
which capitalizes on current favorable market conditions. This
facility will offer immediate benefits and secure an integral
component of our capital structure for the next five years. In
addition, the $50 million accordion feature allows for future
expansion needs," Mr. James J. Burke, Standard Motor Products'
chief financial officer, stated.

                       About Standard Motor

Headquartered in Long Island City, New York, Standard Motor
Products Inc. (NYSE: SMP) -- http://smpcorp.com/-- manufactures
and distributes replacement parts for motor vehicles in the
automotive aftermarket industry.  The company supplies Engine
Management and Temperature Control parts for motor vehicles -
domestic and imported, new as well as older vehicles.  Parts are
sold throughout the U.S., Canada, Central and South America,
Europe and Asia, by traditional warehouse distributors and auto
parts stores, as well as major retail stores.

Standard Motor Products Inc has more than 20 factories and
distribution centers throughout the U.S., Puerto Rico, Canada,
Europe and the Far East.  Lawrence I. Sills, grandson of the
company's founder, is the current chairman of the board and chief
executive officer, and John Gethin is president and chief
operating officer.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2006,
Moody's Investors Service lowered the ratings for Standard Motor
Products, Inc. Corporate Family Rating to B3 from B1.


STANDARD PACIFIC: S&P Affirms Low-B Ratings & Says Outlook is Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Standard
Pacific Corp. to negative from stable.

At the same time, the 'BB' corporate credit and senior unsecured
debt ratings and the 'B+' subordinated debt rating were affirmed.
The rating actions affect $1.25 billion of rated securities.

"The outlook revision reflects challenging housing conditions that
will continue to weigh on operating performance and EBITDA
throughout 2007," explained Standard & Poor's credit analyst
George Skoufis.

"These pressures will result in a material deterioration in
interest coverage and the high probability that such coverage,
relative to SPF's bank covenant, will be tight or that a waiver or
amendment will be needed to avoid a covenant default.
Nonetheless, SPF remains well-positioned in homebuilding markets
that have strong long-term prospects, and we believe management is
taking appropriate steps to manage its inventory levels and
leverage profile."

Market conditions are expected to remain challenging throughout
2007, which will have a meaningful impact on SPF's more
geographically concentrated platform and will continue to pressure
cash flow.

Standard & Poor's would lower the ratings one notch if the housing
market deteriorates further, resulting in a financial profile for
SPF that is weaker than currently expected.  The company's
financial measures are coming off historic highs; if 2007 reflects
the low point, and if management continues to manage the
business and its finances appropriately, Standard & Poor's will
revise the outlook back to stable once the housing market
stabilizes and key credit metrics rebound.


STANFIELD DAYTONA: Moody's Rates $21 Mil. Class B-2L Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Stanfield Daytona CLO, Ltd.:

   * Aaa to the $8,250,000 Class X Floating Rate Notes Due April
     2013;

   * Aaa to the $358,000,000 Class A-1L Floating Rate Notes Due
     April 2021;

   * Aaa to the Up To $50,000,000 Class A-1LV Floating Rate
     Revolving Notes Due April 2021;

   * Aa2 to the $33,000,000 Class A-2L Floating Rate Notes Due
     April 2021;

   * A2 to the $33,000,000 Class A-3L Floating Rate Notes Due
     April 2021;

   * Baa2 to the $20,000,000 Class B-1L Floating Rate Notes Due
     April 2021 and

   * Ba2 to the $21,000,000 Class B-2L Floating Rate Notes Due
     April 2021.

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

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

Stanfield Capital Partners LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


STEINWAY MUSICAL: Poor Performance Cues S&P to Downgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Waltham, Massachusetts-based
Steinway Musical Instruments Inc. to 'B+' from 'BB-', and removed
the ratings from CreditWatch with negative implications, where
they had been placed on Nov. 3, 2006.  The outlook is stable.

"The downgrade is based on Steinway's weakened operating
performance in fiscal 2006 following several years of fluctuating
profitability," said Standard & Poor's credit analyst Patrick
Jeffrey.

Steinway's fiscal 2006 was negatively impacted by a protracted
strike at its Elkhart, Indiana, brass instruments manufacturing
facility as well as bankruptcy filings of two customers.
As a result, debt leverage remains high at about 5x, which is more
in line with the lower rating.

"While we expect the company's operating performance to improve
somewhat in fiscal 2007, we do not expect leverage to decline to
levels that would support the prior 'BB-' rating over the next
year," said Mr. Jeffrey.

The ratings on Steinway are based on the company's high leverage,
narrow product offering, inconsistent operating history and the
discretionary nature of spending on musical instruments.  These
factors are somewhat mitigated by Steinway's well-established
market position in both the concert hall and institutional markets
for musical instruments; its widely recognized brand names,
including Steinway & Sons, Bach, and Selmer; and its geographic
diversification.


STONE TOWER: Moody's Rates $31 Mil. Class D Notes Due 2021 at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes and
Combination Securities issued by Stone Tower CLO VI Ltd.:

   * Aaa to the  $140,000,000 Class A-1 Floating Rate Notes Due
     2021;

   * Aaa to the  $550,000,000 Class A-2a Floating Rate Notes Due
     2021;

   * Aa1 to the  $61,000,000 Class A-2b Floating Rate Notes Due
     2021;

   * Aa2 to the  $56,000,000 Class A-3 Floating Rate Notes Due
     2021;

   * A2 to the  $47,000,000 Class B Deferrable Floating Rate Notes
     Due 2021;

   * Baa2 to the  $37,000,000 Class C Floating Rate Notes Due
     2021;

   * Ba2 to the  $31,000,000 Class D Floating Rate Notes Due 2021;

   * Baa2 to the  $3,000,000 Class J Blended Securities; and

   * Baa2 to the  $5,000,000 Class K Blended Securities.

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

Moody's rating of the Class J Blended Securities addresses only
the ultimate receipt of the Class J Blended Securities Rated
Balance.  Moody's rating of the Class K Blended Securities
addresses only the ultimate receipt of the Class K Blended
Securities Rated Balance.

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

Stone Tower Debt Advisors LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


TEC ELECTRIC: Case Summary & 34 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Tec Electric, Inc.
             230 West Parkway Unit A7
             Pompton Plains, NJ 07444

Bankruptcy Case No.: 07-14001

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tec Realty, L.L.C.                         07-14002

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: March 23, 2007

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Gary K. Norgaard, Esq.
                  Stern, Lavinthal, Frankenberg & Norgaard
                  184 Grand Avenue
                  Englewood, NJ 07631
                  Tel: (201) 871-1333
                  Fax: (201) 871-3161

Total Assets: $2,883,975

Total Debts:  $7,733,164

A. Tec Electric, Inc.'s 33 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------

Ace, U.S.A.                                          $3,244,000
P.O. Box 1000
436 Walnut Street
Philadelphia, PA 19106

Turtle & Hughes, Inc.                                  $962,767
1900 Lower Road
Linden, NJ 07036

Cooper Electric Supply                                 $188,902
P.O. Box 8500-41095
Philadelphia, PA 19178-8500

Alarm & Communications                                  $80,298

Nancy Geist                                             $71,000

System Sales                                            $64,508

Warshauer Electric                                      $55,600

American Express                                        $55,117

B.P.M. Metals, Inc.                                     $36,311

Capital One                                             $29,102

Pro-Tec Systems, Inc.                                   $29,055

Monarch Electric Co.                                    $26,449

Windy City Wire                                         $25,887

American Express                                        $25,177

Wayne Electrical Supply                                 $25,039

Jewel Electric                                          $24,263

Graybar Electric Co.                                    $21,424

Coskey's Electronic Systems                             $18,154

Feldman Brothers                                        $18,087

Feldman Brothers Electrical Supply                      $15,838

I.B.E.W. Local 456                                      $15,657

Home Depot Credit                                       $12,244

Avondata.com                                             $9,609

A.C.E. Wire and Cable                                    $9,018

Tools Plus Industries                                    $7,689

Guardian                                                 $7,039

B.P. Services                                            $2,737

Professional Insurance                                   $2,500

Sprint                                                   $1,385

The Hole Company                                         $1,225

California Contractor Supplies                             $792

X.O. Communications Services                               $131

Pitney Bowes, Inc.                                          $42

B. Tec Realty, L.L.C. Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
TD BankNorth                                         $1,567,000
1000 MacArthur Boulevard
Mahwah, NJ 07430


TRALEE CDO: Moody's Assigns Ba2 Rating to $13.4 Mil. Class D Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to Notes and
Combination Securities issued by Tralee CDO I Ltd.:

   * Aaa to the $273,200,000 Class A-1 Senior Secured Floating
     Rate Notes due 2022;

   * Aa2 to the $17,900,000 Class A-2a Senior Secured Floating
     Rate Notes due 2022;

   * Aa2 to the $3,500,000 Class A-2b Senior Secured Faced Rate
     Notes due 2022;

   * A2 to the $18,800,000 Class B Senior Secured Deferrable
     Floating Rate Notes due 2022;

   * Baa2 to the $19,000,000 Class C Senior Secured Deferrable
     Floating Rate Notes due 2022;

   * Ba2 to the $13,400,000 Class D Secured Deferrable Floating
     Rate Notes due 2022;

   * Aa2 to the $5,500,000 Type I Composite Notes due 2022;

   * Aa2 to the $8,500,000 Type II Composite Notes due 2022 and

   * Baa1 to the $7,000,000 Type III Composite Notes due 2022.

The Moody's ratings of the Class A-1 Notes, the Class A-2a Notes,
the Class A-2b Notes, the Class B Notes, the Class C Notes and the
Class D Notes address the ultimate cash receipt of all required
interest and principal payments, as provided by the Notes'
governing documents, and are based on the expected loss posed to
Noteholders, relative to the promise of receiving the present
value of such payments.

The Moody's ratings of the Type I Composite Notes, the Type II
Composite Notes and the Type III Composite Notes address only the
ultimate receipt of their respective"Rated Balance".

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

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


TRAVELPORT: Moody's Junks Rating on New $1 Billion PIK Loan
-----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of Travelport LLC and assigned a Caa1 rating to a new
holding company PIK loan, proceeds of which will be used to
finance a dividend payout to Travelport's shareholders.

At the same time, Moody's noted that it would likely affirm the
company's Ba3 rating on its existing bank facilities once they are
increased in conjunction with the financing of Travelport's
proposed acquisition of Worldspan LP.

The rating outlook is stable, based on the assumption that
Travelport will either consummate its pending Worldspan
acquisition or that it will undergo significant debt reduction
using asset monetizations including a planned IPO of a portion of
Orbitz.

Travelport's B2 corporate family rating assumes that the Worldspan
acquisition will be consummated in the second or third quarter of
2007.

The new $1.1 billion holding company PIK loan will be issued at a
"super" holding company without the certainty of the Worldspan
acquisition closing.  Including the PIK loan, Travelport's pro
forma leverage will be a high 7.4x without the benefit of
Worldspan's cash flow.  Should Travelport fail to consummate the
Worldspan acquisition, there would likely be downward rating
pressure on Travelport's ratings (including its corporate family
rating and the Caa1 rating on the holding company PIK loan) unless
the company is able to undergo significant debt reduction using
proceeds from potential asset monetizations including a publicly
announced planned IPO of a portion of its online assets.

Assigned:

   * $1.1 billion holding company PIK loan due 2012, Caa1, LGD6,
     92%

Affirmed:

   * Corporate Family Rating: B2

   * Probability of default rating: B2

   * $275 million revolving credit facility due 2012, Ba3, LGD2,
     27%

   * $125 million synthetic letter of credit facility due 2013 ,
     Ba3, LGD2, 27%

   * $2,200 million term loan facility due 2013 , Ba3, LGD2, 27%

   * $300 million subordinated notes due 2016 , Caa1, LGD5, 84%

   * EUR160 million subordinated notes due 2016 , Caa1, LGD5, 84%

Revised;

   * EUR235 million senior unsecured notes due 2014 , from Caa1 to
     B3, LGD5, 71%

   * $150 million floating rate senior unsecured notes due 2014 ,
     from Caa1 to B3, LGD5, 71%

   * $450 million fixed senior unsecured notes due 2014 , from
     Caa1 to B3, LGD5, 71%

Rating Outlook is Stable

The B2 corporate family rating reflects:

   (1) Travelport's high pro forma leverage as a result of the
       Blackstone buyout in August 2006 and the proposed debt
       financed acquisition of Worldspan;

   (2) the potential secular decline of GDS as travel bookings
       continue to shift away from travel agencies to supplier
       direct distribution;

   (3) significant pricing concessions with the six major U.S. air
       carriers and the resultant decline of U.S. GDS revenue; and

   (4) the on-going and pending integrations facing Travelport's
       B2C international business as the company integrates its
       various acquisitions, including the future integration of
       Worldspan.

The B2 corporate family rating is supported by:

   (1) the continued importance of GDS in the global travel
       industry including online bookings;

   (2) Travelport's global footprint with its likely acquisition
       of Worldspan which will provide complementary strengths in
       the U.S. GDS business and an additional technology
       platform;

   (3) the diversity of Travelport's business portfolio
       particularly with strength in its non-U.S.. GDS business;
       and

   (4) the reasonable certainty of its US GDS business provided by
       the aforementioned contracts with all six major U.S.
       carriers, despite pricing concessions.

Headquartered in Parsippany, New Jersey, Travelport is one of the
world's largest and most geographically diverse travel companies,
operating 20 leading brands, including Orbitz, an online travel
agency: Galileo, a global distribution system (GDS): and GTA, a
wholesaler of global travel content.

Worldspan L.P., headquartered in Atlanta, Georgia, is an
international provider of computer reservation systems and other
IT services for the travel industry.


UNIVEST MULTI-STRATEGY: Court Enters Permanent Injunction Order
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted the motion for permanent injunction filed
Feb. 16, 2007, by Simon Whicker and Theo Bullmore, the foreign
representatives of Univest Multi-Strategy Fund II, Ltd.

The permanent injunction order bars all persons, parties and
entities from asserting a claim or taking any action of any kind
and nature anywhere in the world against Univest and its Foreign
Representatives.

For copies of the order and other related documents, contact:

          Kaye Scholer LLP
          Attorneys for the Univest Foreign Representatives
          Attn: Madlyn Gleich Primoff, Esq.
          425 Park Avenue, NY 10022

Univest Multi-Strategy Fund II Ltd. filed a Section 304 Petition
on July 27, 2005 (Bankr. S.D.N.Y. Case No. 05-15776).

The company's primary asset is a $37 million Cash-Settled Equity
Barrier Call Option to which Univest and Royal Bank of Canada are
the sole parties.

Mosaic Composite Limited fka Norshield Composite Ltd. purchased
from RBC 1,000 European call options for US$15 million and
another 1,000 European call option for US$5 million.

On Nov. 10, 2004, Mosaic assigned all rights, title and interest
it had in the CSEB Call Option in return for 29,667 Class A non-
voting Participating Share and 22,949 Class B non-voting
Participating Shares in Univest.

On June 3, 2005, Globe-X Management Ltd. filed for Section 304
petition in the U.S. Bankruptcy Court for the Southern District
of New York.  Globe-X wanted to stop RBC from paying Mosaic or
its assignee, Univest.  The Petitioners want the dissolution of
the Globe-X Temporary Restraining Order because they say that
there is no basis for the TRO.

Globe-X's Section 304 filing was reported in the Troubled
Company Reporter on June 6, 2005.


VERTRUE INC: Inks $800 Mil. Acquisition Deal with Investor Group
----------------------------------------------------------------
Vertrue Incorporated 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
in a transaction valued at $800 million with:

   a) FTN Midwest Securities Corp., financial advisor to the
      special committee and provided a fairness opinion to the
      special committee;

   b) Jefferies Broadview, a division of Jefferies & Co., acted as
      financial advisor to Vertrue and provided a fairness opinion
      to the board of directors of Vertrue;

   c) Lehman Brothers acted as financial advisor to the investor
      group;

   d) Sullivan & Cromwell LLP acted as legal advisor to the
      special committee;

   e) Dechert LLP acted as legal advisor to the investor group;
      and

   f) Morgan, Lewis & Bockius, LLP represented the management.

One Equity Partners, Oak Investment Partners, Rho Ventures and
members of management will provide the equity for the transaction.
Lehman Brothers and JPMorgan will provide the debt financing for
the transaction.

Gary Johnson will remain in his role as Chief Executive Officer of
the company.

Under the terms of the agreement, Vertrue's stockholders will
receive $48.50 in cash for each share of Vertrue common stock,
which represents a 21% premium to the undisturbed stock price of
$40.12 per share on Jan. 23, 2007.

A special committee of independent directors and the full board of
directors of Vertrue Incorporated have approved the merger
agreement and have recommended to Vertrue's stockholders that they
adopt the agreement.

The transaction will be completed in the first fiscal quarter of
2008, which ends on September 30, and is subject to receipt of
stockholder and customary regulatory approvals well as
satisfaction of additional customary closing conditions.  Upon
completion of the transaction, Vertrue's executive management team
will continue to lead the company.

                    About One Equity Partners

One Equity Partners manages $5 billion for direct private equity
investments.  Partnering with management, OEP invests in
transactions that initiate strategic and operational changes in
businesses to create long-term value.  OEP's investment
professionals are located across North America and Europe, with
offices in New York, Chicago and Frankfurt.

                  About Oak Investment Partners

Oak Investment Partners is a multi-stage venture capital firm with
a total of $8.4 billion in committed capital.  The investment
focus is on high growth opportunities in communications,
information technology, Internet, new media, financial services
information technology, healthcare services and consumer retail.
Over a 30-year history, Oak has achieved a strong track record as
a stage-independent investor funding more than 450 companies at
key points in their lifecycle.  Oak has been involved in the
formation of companies, funded spinouts of operating divisions and
technology assets, and provided growth equity to mid- and late-
stage private businesses and to public companies through PIPE
investments.

                        About Rho Ventures

Rho -- http://www.rho.com/-- has been backing venture-stage
companies in the U.S. since its inception in 1981.  Venture
capital funds under management currently exceed $1 billion.  Rho
Ventures has invested in over 165 venture stage companies and
helped build market leaders across many high growth industries.
Previous investments include Ciena Corporation, Commerce One,
Compaq Computer Corporation, Diversa Corporation, Human Genome
Sciences, Inc., iVillage, Leukosite, MedImmune, Inc., NitroMed,
Senomyx, Tercica, Tripod, Vanda Pharmaceuticals and Vicuron.

                    About Vertrue Incorporated

Headquartered in Norwalk, Connecticut, Vertrue Incorporated
(Nasdaq: VTRU) -- http://www.vertrue.com/-- is a
leading Internet marketing services company.  For the twelve
months ended Dec. 31, 2006, the company generated adjusted EBITDA
of approximately $98 million on revenues of approximately
$697 million.

                           *     *     *

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.


WARD PRODUCTS: Plan Confirmation Hearing Scheduled on April 4
-------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan will convene a hearing on April 4, 2007, at 11:00 a.m.,
to consider confirmation of Ward Products LLC's Chapter 11 Plan of
Liquidation.

As reported in the Troubled Company Reporter on Jan. 24, 2007, the
Plan is premised upon the continued orderly wind down and
liquidation of the Debtor, its estate and assets.

                        Treatment of Claims

The Debtor proposed to pay Class 1 Priority Claims on the later
of:

   (i) the date funds are available from avoidance action
       recoveries after payment in full of all professional fees
       and expenses; and

  (ii) the date the priority claim becomes an allowed claim, and
       after full payment of Allowed Administrative Expense Claims
       and Class 2 Allowed Claims.

The Class 2 Claims of Harris N.A. -- the Debtor's prepetition
secured lender -- is entitled to an allowed secured claim of
$6,314,134 reflecting the Debtor's Nov. 29, 2006 full payment of
its prepetition obligation to Harris including professional fees
and expenses incurred after.

The Debtor reserved $15,500 to secure payment of potential
additional fees and other costs that may be incurred by Harris
after Nov. 29, 2006.  In the event Harris incurs any further
professional fees and expenses after Nov. 29, 2006, then it may
assert claims against the collateral.

The Class 3 Claim of Purchase Money Security Interest Holders
will, at the sole discretion of the Debtor:

   -- retain its lien and security interest in its collateral
      until such time as its collateral is sold by the Debtor, at
      which time the Allowed Class 3 Claim will be paid the value
      of the claimant's interest in the estate's interest in the
      collateral in accordance with Section 506(a) of the
      Bankruptcy Code; or

   -- receive the surrender of the collateral security of its
      Allowed Class 3 Claim on the effective date of the Plan.

Holders of Class 4 Customers' Prepetition Subordinated
Participation Interest Claims will receive payment only after:

   -- payment of the carve-out (for the benefit of professionals)
      and permitted liens to the extent they existed and were
      valid, enforceable and non avoidable as of Aug. 7, 2006,
      and were permitted to be prior to the lien of Harris.

   -- payment to Harris of any portion of the prepetition
      obligations that remains outstanding as of Feb. 28, 2007,
      if any;

   -- payment to debtor-in-possession financing lenders -- Ford
      Motor Company and DaimlerChrysler Corporation -- of the
      amount necessary to reduce the principal amount of the DIP
      Loans outstanding.

Class 5 Non-Priority General Unsecured Claims will receive a pro-
rata distribution of the first $500,000 available from the
proceeds of the DIP Lenders' collateral only after payment:

   a) of carve-out and permitted liens;

   b) to Harris of any portion of the prepetition obligations that
      remains outstanding as of Feb. 28, 2007, if any; and

   c) to the DIP Lenders of the amount necessary to reduce the
      principal amount of the DIP Loans outstanding.

Holders of equity interests in the Debtor will receive nothing
under the Plan, their interests will be deemed cancelled.

Based in Royal Oak, Michigan, Ward Products LLC manufactures
receiving antennas.  The company filed for chapter 11 protection
on Aug. 7, 2006 (Bankr. E.D. Mich. Case No. 06-50527).  Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Paige E. Barr,
Esq., and Richard E. Kruger, Esq., at Jaffe Franklin Heuer & Weis,
P.C., and Mark E. Freedlander, Esq., at McGuireWoods, L.L.P,
represent the Debtor.  Glass & Associates Inc. is the Debtor's
restructuring advisor.  Christopher J. Battaglia, Esq., at
Halperin Battaglia Raicht, LLP, represents the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Debtor listed $81,489,758 in total assets and
$29,586,153 in total debts.


WII COMPONENTS: Amends Terms for 10% Senior Notes Offering
----------------------------------------------------------
WII Components, Inc. amended the terms of its Offer for any and
all of its outstanding $119,850,000 in aggregate principal amount
of 10% senior notes due 2012, CUSIP No. 92929XAB8.  All of the
holders of the Notes that executed the previously announced "Lock-
Up" agreement among holders representing more than a majority of
the Notes have agreed to tender their Notes into the amended
Offer.

Under the amended Offer, the Total Consideration for each $1,000
principal amount of Notes tendered and accepted for payment
pursuant to the Offer shall be $1,075.

In addition, the Issuer has extended the Consent Date and the
Expiration Date.  As amended, holders who validly tender their
Notes and deliver consents prior to 5:00 p.m., New York time, on
March 30, 2007, will be entitled to receive a consent payment,
included in the Total Consideration above, of $30.00 for each
$1,000 principal amount of Notes validly tendered and not
withdrawn.  Holders whose valid tenders are received after the
Consent Date, but prior to 5:00 p.m., New York time, on April 12,
2007, will not receive the Consent Payment. As of 5:00 p.m.,
New York time on March 20, 2007, $24,032,000 in aggregate
principal amount of the Notes had been tendered into the Offer.

The Offer and Consent Solicitation were made upon the terms and
subject to conditions set forth in the related Offer to Purchase
and Consent Solicitation Statement, dated Feb. 27, 2007.
Full details of the terms and conditions of the Offer are included
in the Offer to Purchase.  Except as set forth herein, the terms
of the Offer and Consent Solicitation remain the same as set forth
in the Offer to Purchase.  Capitalized terms used in this release
and not otherwise defined have the meanings assigned to them in
the Offer to Purchase.

The Issuer's obligation to accept for purchase and to pay for the
Notes validly tendered in the Offer remains subject to the
satisfaction of certain conditions including, among other things,
there being validly tendered and not withdrawn at least a majority
of the aggregate principal amount of the Notes, the receipt of the
requisite consents necessary to amend the Indenture, the receipt
of borrowings under a new senior secured credit facility
sufficient to pay the Total Consideration and to refinance certain
borrowings of WII Holding, Inc., the Issuer's parent, and
acceptance by the Issuer of the Notes for purchase pursuant to the
terms of the Offer, each as described in more detail in the Offer
to Purchase.

The Issuer has retained Credit Suisse Securities (USA) LLC to
serve as Dealer Manager and Solicitation Agent and D.F. King &
Co., Inc. to serve as Information Agent and Tender Agent for the
tender offer and consent solicitation. Requests for documents may
be directed to D.F. King & Co., Inc. by telephone at (800) 659-
6590 (toll free) or (212) 269-5550 (collect).  Questions regarding
the tender offer and consent solicitation should be directed to
Credit Suisse Securities (USA) LLC by telephone at (800) 820-1653
(toll free) or (212) 538-0652 (collect).

                       About WII Components

WII Components, Inc., headquartered in St. Cloud, MN, --
http://www.wiicomponents.com-- is a manufacturer of wood cabinet
doors, hardwood components, and engineered wood products in the
U.S., selling primarily to kitchen and bath cabinet OEM's.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Standard & Poor's Ratings Services revised its outlook on St.
Cloud, Minnesota-based WII Components Inc. to negative from
stable.  The company's 'B' corporate credit rating was affirmed.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Accuray Inc             ARAY        (55)         144       (5)
AFC Enterprises         AFCE        (31)         163        7
Alaska Comm Sys         ALSK        (25)         562       13
Alliance Imaging        AIQ         (17)         664       29
AMR Corp.               AMR        (606)      29,145   (1,603)
Atherogenics Inc.       AGIX       (153)         178      112
Bare Essentials         BARE       (228)         156       54
Blount International    BLT        (105)         430      118
CableVision System      CVC      (5,289)       9,844     (763)
Carrols Restaurant      TAST        (26)         452      (31)
Centennial Comm         CYCL     (1,092)       1,422      112
Choice Hotels           CHH         (62)         303      (53)
Cincinnati Bell         CBB        (791)       2,014       28
Clorox Co.              CLX         (33)       3,624     (540)
Compass Minerals        CMP         (65)         706      165
Corel Corp.             CRE         (12)         131       31
Crown Holdings          CCK        (266)       6,358      106
Crown Media HL          CRWN       (478)         768       48
CV Therapeutics         CVTX        (46)         421      303
Dayton Superior         DSUP       (101)         322       82
Deluxe Corp             DLX         (66)       1,267     (462)
Denny's Corporation     DENN       (224)         443      (73)
Depomed Inc.            DEPO        (27)          53       26
Domino's Pizza          DPZ        (565)         380       11
Dun & Bradstreet        DNB        (396)       1,360     (161)
Echostar Comm           DISH       (219)       9,768    1,008
Embarq Corp             EQ         (468)       9,091     (241)
Emeritus Corp.          ESC        (119)         703      (42)
Empire Resorts          NYNY        (25)          61       (3)
Enzon Pharmaceutical    ENZN        (56)         404      150
Extendicare Real        EXE-U       (24)       1,315     (112)
Foamex Intl             FMXI       (404)         607       21
Ford Motor Co           F        (3,773)     290,217   (2,171)
Gencorp Inc.            GY          (96)       1,021        4
General Motors          GM       (4,251)     186,192    7,426
Graftech International  GTI        (110)         906      349
Guidance Software       GUID         (2)          22       (1)
HCA Inc                 HCA     (10,332)      23,611    2,502
Healthsouth Corp.       HLS      (1,526)       3,359     (381)
I2 Technologies         ITWO        (25)         190       17
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,846)       1,318       15
IMAX Corp               IMAX        (33)         243       84
Immersion Corp.         IMMR        (23)          50       34
Immunomedics Inc        IMMU        (24)          45       15
Incyte Corp.            INCY        (85)         354      278
Indevus Pharma          IDEV       (133)          91       51
Interstate Bakeries     IBCIQ      (293)       1,147     (423)
Investools Inc.         IEDU        (64)         132      (65)
IPG Photonics           IPGP        (31)         115       24
Koppers Holdings        KOP         (80)         649      162
Life Sciences           LSR         (25)         205       23
Lodgenet Entertainment  LNET        (58)         263       20
Maxxam Inc              MXM        (201)         992       26
McMoran Exploration     MMR         (18)         431      (27)
Mediacom Comm           MCCC        (95)       3,652     (266)
Movie Gallery           MOVI       (221)       1,166     (816)
National Cinemed        NCMI       (575)         308       (1)
Navisite Inc.           NAVI         (2)         101       (9)
New River Pharma        NRPH       (110)         151      (19)
Nexstar Broadcasting    NXST        (73)         725       22
NPS Pharm Inc.          NPSP       (182)         237      150
ON Semiconductor        ONNN       (205)       1,417      268
Paetec Holding          PAET       (287)         238        7
Protection One          PONN        (80)         444       (5)
Qwest Communication     Q        (1,445)      21,239   (1,506)
Radnet Inc.             RDNT        (79)         131        2
Regal Entertainment     RGC         (20)       2,469     (315)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (580)       1,385      160
Rural/Metro Corp.       RURL        (09)         293       44
Savvis Inc.             SVVS       (138)         467       25
Sealy Corp.             ZZ         (152)       1,003       57
Sirius Satellite        SIRI       (389)       1,658     (258)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (187)       3,716      (50)
Sun-Times Media         SVN        (360)         900     (364)
Syntroleum Corp.        SYNM        (14)          44       32
Town Sports Int.        CLUB        (18)         424      (58)
Unisys Corp.            UIS         (64)       4,037      307
Weight Watchers         WTW         (68)       1,002      (82)
Western Union           WU         (315)       5,321      869
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (485)       3,637      920
XM Satellite            XMSR       (253)       2,027     (115)
Xoma Ltd.               XOMA        (38)          91       43

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Tara Marie A. Martin, Frauline S.
Abangan, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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