TCR_Public/070328.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 28, 2007, Vol. 11, No. 74

                             Headlines

ACP/BREL UK: Moody's Rates $45 Million First Lien Loans at B1
ADVANCED CARDIOLOGY: Hires Alexis Hernandez as Bankruptcy Counsel
ADVANCED CARDIOLOGY: Can Hire Reyes-Ramis Silvagnoli as Auditor
AIRWAY INDUSTRIES: Court Confirms Plan of Liquidation
ALLIED DEFENSE: BDO Seidman LLP Raises Going Concern Doubt

ALLIED WASTE: Moody's Rates Amended & Restated Facilities at Ba3
AMERIQUEST MORTGAGE: Fitch Junks Class M-11 Certificates' Rating
AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor
APPLE TREE: Case Summary & Two Largest Unsecured Creditors
ARGO-TECH CORP: Debt Repayment Cues Moody' to Withdraw Ratings

BANC OF AMERICA: Fitch Holds BB+ Rating on $2MM Class M-MC Certs.
BARREIRO DEGANTE: Involuntary Chapter 11 Case Summary
BIORELIANCE CORP: Moody's Junks Rating on $40 Million Term Loan
BIORELIANCE CORP: S&P Places Corporate Credit Rating at B+
BUILDERS FIRSTSOURCE: Net Income Lowers to $3.9 Mil. in 4th Qtr.

BUSINESS OFFICE: Voluntary Chapter 11 Case Summary
CABLEVISION SYSTEMS: Cannot Use DVR System, Judge Chin Rules
CARBIZ INC: Completes $10 Mil. Colossus Capital Credit Facility
CBRL GROUP: Commences Offer to Exchange Liquid Yield Option Notes
COMMONWEALTH EDISON: Issues Additional $300 Million of 5.9% Bonds

COMMONWEALTH EDISON: Rate Freeze Vote Cues Moody's to Cut Ratings
COSINE COMMUNICATIONS: Burr Pilger Raises Going Concern Doubt
COUNTRYWIDE HOME: Fitch Junks Class B4 Certificates' Rating
CSFB ABS: S&P Pares Rating on Class B Certificates to B from BB
DAIMLERCHRYSLER AG: Delays Filing First Quarter Report to May 15

DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler
DOW CORNING: Supreme Court Retains Higher Interest Rate on Claims
DRS TECH: Improved Financial Profile Cues S&P Stable Outlook
DURA AUTOMOTIVE: RSM Richter Delivers 2nd Report to Ontario Court
DURA AUTOMOTIVE: Lease-Decision Period Extended to May 28

DURA AUTOMOTIVE: Banner & Witcoff Okayed as Special IP Counsel
EASTMAN KODAK: Ends Membership in Better Business Bureau
EDUCATE INC: Obtains Covenant Waiver from Bank Lenders
ENVIRONMENTAL CONTROL: Case Summary & 20 Largest Unsec. Creditors
FLORIDA HOUSING: Moody's Affirms Low-B Rating on Revenue Bonds

GLOBAL HOME: Court OKs Sale of Anchor Hocking to Monomoy Capital
GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook
HALO TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $6.2 Million
HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades
INSIGHT HEALTH: Dec. 31 Balance Sheet Upside-Down by $198 Million

INTERTAPE POLYMER: Moody's Junks Senior Subordinated Bonds' Rating
IPG US: Moody's Lowers Senior Debt & Corporate Family Ratings
IVI COMMUNICATIONS: Fiscal Third Qtr. Net Loss Lowers to $493,379
KANSAS CITY MALL: Bankruptcy Filing Delays Likely Demolition
KAR HOLDINGS: S&P Rates Proposed $1.79 Bil. Senior Facility at B

KB HOME: Earns $27.5 Million in First Quarter Ended February 28
KESSLER HOSPITAL: Court Approves Wm. Comly & Son as Appraiser
LEAR CORP: Pzena Presents Objections to Lear-AREP Merger Deal
LEHMAN XS: Moody's Rates Class A-4 Notes at B2
LEINER HEALTH: Moody's Puts Ratings Under Review & May Downgrade

LS POWER: S&P Rates $1.015 Billion First-Lien Debts at BB-
MAGNOLIA ENERGY: Emerges from Ch. 11 After $427 Mil. Refinancing
MALDEN MILLS: Panel Wants Court Nod on GE Capital Settlement Pact
MALDEN MILLS: Committee Wants Exclusive Periods Terminated
MARTIN EDUCATIONAL: Case Summary & 7 Largest Unsecured Creditors

MCCOMBS REALTY: Ernst & Young Raises Going Concern Doubt
MERRILL LYNCH: Fitch Rates $1.6 Mil. Class B-2 Certificates at B
MORGAN STANLEY: Fitch Rates 2006-5AR Class B-2 Certificates at B
NEPTUNE INDUS: Dec. 31 Balance Sheet Upside-Down by $1.09 Million
NEW YORK WESTCHESTER: Hires Rubenstein Associates as PR Consultant

NORTH ATLANTIC: Moody's Reviews Ratings and May Downgrade
NOVELL INC: Gets Additional Non-Compliance Notice from Nasdaq
NTELOS INC: Good Performance Cues Moody's to Lift Ratings to Ba3
ORAGENICS INC: Kirkland Russ Raises Going Concern Doubt
PACIFIC LUMBER: Can Use Cash Collateral Until March 30

PAINCARE HOLDINGS: Receives Notice of Default from HBK and CPM
PEGASUS SOLUTIONS: Moody's Junks Rating on $120 Mil. Note Offering
PHARMACEUTICAL TECH: Moody's Junks Rating on $565 Mil. Debenture
PINNACLE ENTERPRISES: Case Summary & 16 Largest Unsec. Creditors
PLANET TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt

PLEASANT CARE: Secured Lender Wants Chapter 11 Trustee Appointed
PRG SCHULTZ: Dec. 31 Balance Sheet Upside-Down by $104.5 Million
PTS INC: Strategic Healthcare to Become Subsidiary
PULLIAM MOTOR: Case Summary & 30 Largest Unsecured Creditors
RADIO ONE: Form 10-K Filing Delay Cues Moody's to Review Ratings

REALOGY CORPORATION: Launches $3.15 Million Senior Notes Offering
REALOGY CORP: S&P Rates Proposed $1.5 Billion Senior Notes at B-
RT LAND: Case Summary & 19 Largest Unsecured Creditors
SABRE HOLDINGS: Stockholders to Vote Friday on Silver/Texas Offer
SAI HOLDINGS: Files Schedules of Assets and Liabilities

SPANISH BROADCASTING: Earns $49.9 Mil. in Fourth Quarter of 2006
STRUCTURED ASSET: Moody's Cuts Rating on Class B2 Certs. to B1
SWEETMAN RENTAL: Allen Kuenhle Approved as Bankruptcy Counsel
THOMASTON MILLS: Court Converts Case to Chapter 7 Liquidation
TOWER RECORDS: Files Disclosure Statement in Delaware

TRANSMERIDIAN EXPLORATION: Posts $54.3 Million Net Loss in 2006
TRAVELPORT LLC: Additional Debt Cues S&P's to Lower Ratings
UNUM GROUP: Moody's Rates $300 Million 5.859% Senior Notes at Ba1
URSTADT BIDDLE: Fitch Holds BB Rating on $114 Mil. Preferred Stock
VENTURECAP: Voluntary Chapter 11 Case Summary

VISTEON CAPITAL: Moody's Holds Corporate Family Rating at B3
VOICE MOBILITY: Ernst & Young Raises Going Concern Doubt
WEST CONTRA: S&P Junk Rating on Series 2004 Certificates
WILLIAM HARRIS: Case Summary & Nine Largest Unsecured Creditors
WILLIAM ZOBEL: Case Summary & Four Largest Unsecured Creditors

WORLDSPAN LP: S&P Affirms Corporate Credit Rating at B
YUKOS OIL: PwC to Retain Russian Business Despite Issues

* Upcoming Meetings, Conferences and Seminars

                             *********

ACP/BREL UK: Moody's Rates $45 Million First Lien Loans at B1
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings for
BioReliance Corporation and ACP/BREL UK Acquisition Limited.

Both are wholly-owned subsidiaries of ACP/BREL Intermediate, Inc.
The proceeds from the issued debt will be used to help fund the
acquisition of BioReliance and BioReliance Ltd. for
$209.7 million, plus fees and expenses, from Invitrogen
Corporation by Avista Capital Partners, LP.  The ratings outlook
is stable.

Moody's notes that the ratings are constrained by the company's
limited scale, minimal free cash flow relative to outstanding debt
and a heavy concentration of revenues in the company's core
biologic safety division.  The ratings also reflect the company's
leadership position in the safety market, a diversified global
customer base and favorable industry trends affecting the contract
research organization industry, including continued growth of
research and development spending by its customers and increasing
use of outsourcing.

Moody's does not expect the company to have excess cash available
for the repayment of the debt borrowed to complete the
acquisition, because free cash flow is expected to remain flat in
the immediate future in light of the expected increase in capital
spending for 2007 and 2008.  Despite the temporary increase in
capital spending, Moody's notes that the company requires very
little capital investment to support future and organic growth.
As a result, any meaningful expansion in operating cash flow
beyond 2008 should allow the company to have greater liquidity and
financial flexibility over the long-term.

The transaction is expected to close in early April 2007 and the
ratings are subject to receipt of final documentation.

Assigned:

   * BioReliance Corporation

      -- $55 million first lien term loan, due 2014, rated
         B1, LGD3, 36%;

      -- $15 million first lien revolving credit facility,
         due 2013, rated B1, LGD-3, 36%;

      -- $40 million second lien term loan, due 2014, rated Caa1,
         LGD5, 87%;

      -- Corporate Family Rating, rated B2; and

      -- Probability of Default Rating, rated B2.

   * ACP/BREL UK Acquisition Limited

      -- $40 million first lien term loan, due 2014, rated B1,
         LGD-3, 36%;

      -- $5 million first lien revolving credit facility, due
         2013, rated B1, LGD-3, 36%;

BioReliance Corporation and ACP/BREL UK Acquisition Limited are
contract service organizations that provide global testing and
bio-manufacturing services for biologics and other biomedical
products to biotechnology and pharmaceutical companies worldwide.
The combined company reported approximately $105 million of
revenue in 2006.


ADVANCED CARDIOLOGY: Hires Alexis Hernandez as Bankruptcy Counsel
-----------------------------------------------------------------
Advanced Cardiology Center Corp. obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Alexis
Fuentes-Hernandez as its counsel.

Mr. Hernandez has been handling the Debtor's legal affairs since
Sept. 15, 2006, and has served as the counsel in the Debtor's
prior bankruptcy case (Bankr. D. P.R. Case No. 04-03656).

Documents submitted to the Court did not disclose the services to
be rendered by Mr. Hernandez.

Mr. Hernandez tells the Court that his retainer fee is $19,500 and
that his hourly rate is $165.

Mr. Hernandez assures the Court that he is a "disinterested
person" as that term is defined is Section 101(14) of the
Bankruptcy Code.

Mr. Hernandez can be reached at:

      Alexis Fuentes-Hernandez, Esq.
      Fuentes Law Offices
      P.O. Box 9022726
      San Juan, PR 00902-2726
      Tel: (787) 607-3436
      Fax: (787) 300-6682

Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp.
filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R.
Case No. 07-00061).  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


ADVANCED CARDIOLOGY: Can Hire Reyes-Ramis Silvagnoli as Auditor
---------------------------------------------------------------
Advanced Cardiology Center Corp. obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Reyes-
Ramis, Silvagnoli & Co. PSC as its auditor.

The Debtor needs to retain the services of the accounting firm for
its annual audit of financial statements.

Mario R. Silvagnoli, CPA, a member at Reyes-Ramis, tells the Court
that the firm's flat rate is $32,500 and that the Debtor has paid
$12,500 in advance.  The remaining $20,000 will be paid when the
auditors complete and deliver the audited financial statements.

Mr. Silvagnoli assures the Court that the firm is disinterested as
that term is defined is Section 101(14) of the Bankruptcy Code.

Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp.
filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R.
Case No. 07-00061).  Alexis Fuentes-Hernandez at Fuentes Law
Offices represent the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


AIRWAY INDUSTRIES: Court Confirms Plan of Liquidation
-----------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania has confirmed Airway Industries Inc.'s Plan of
Liquidation, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Mar. 20, 2007,
Airway Industries' Plan embodies the terms of a settlement of two
adversary proceedings filed by the Official Committee of Unsecured
Creditors' of Airway Industries, Inc., against Airway Industries,
Inc., et al., and Cerberus Partners, L.P., et al.

The Settlement Agreement provides that:

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

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

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

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

   (e) These Professional Fee Claims will be allowed:

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

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

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

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

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

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

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

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

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

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

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

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

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


ALLIED DEFENSE: BDO Seidman LLP Raises Going Concern Doubt
----------------------------------------------------------
BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group 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 losses from operations in 2006 and 2005.

The auditing firm also cited that the company has received default
notices from certain convertible debt holders in 2007.  The
auditing firm further disclosed that if the company fails to
register the underlying shares related to the company's
$30 million convertible debt facility by March 29, 2007, the debt
will be in default and the face value of the notes along with
redemption premiums and all accrued interest will become due.

For the 12 months ended Dec. 31, 2006, Allied posted a net loss of
$41.1 million on revenues of $128.7 million.  This compares to a
net loss of $38.9 million on revenues of $112.2 million for the
same period in 2005.

Included in the net loss for 2006 was a tax valuation allowance of
$24 million recorded in the fourth quarter of 2006 for MECAR S.A.
and U.S. operations pursuant to the guidance provided in SFAS 109,
"Accounting for Income Taxes."  The pre-tax loss for the year
ended Dec. 31, 2006, was $28.5 million compared to a pre-tax loss
of $32.6 million for the same period in 2005.  The tax valuation
allowance was recorded by the company based on the losses incurred
over the past few years for MECAR S.A. and the U.S. operations of
the company.

At Dec. 31, 2006, the company's balance sheet showed $168 million
in total assets, $112.7 million in total liabilities, and
$55.3 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $102.9 million in total current assets available to
pay $106.1 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?1c30

                          Default Notice

On March 19, 2007, the company received a letter from Portside
Growth and Opportunity Fund, another holder of the company's
convertible notes, asserting events of default.  This letter seeks
to accelerate and redeem the note in its entirety.  Portside seeks
immediate payment of $7,500,000 principal amount plus a redemption
premium of $1,875,000 and default interest of approximately
$545,000.  The company strongly disputes the alleged events of
default and is currently in discussion with Portside in an attempt
to resolve these issues.

                       About Allied Defense

The Allied Defense Group Inc. -- (AMEX: ADG) --
http://www.allieddefensegroup.com/-- is a diversified
International defense and security firm which: develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide; designs, produces and markets
sophisticated electronic and microwave security systems
principally for European and North American markets; manufactures
battlefield effects simulators and other training devices for the
military; and designs and produces state-of-the-art weather and
navigation software, data, and systems for commercial and military
customers.


ALLIED WASTE: Moody's Rates Amended & Restated Facilities at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned Ba3, LGD2, 29% ratings on the
amended and restated senior secured credit facilities of Allied
Waste North America, Inc. which Moody's expects to close later
this week.  The proceeds from the refinancing will be used to
repay existing facilities.

Concurrently, Moody's affirmed other ratings of Allied Waste
Industries, Inc., Allied Waste NA and its wholly-owned subsidiary,
Browning-Ferris Industries, LLC.  The outlook for the ratings is
positive.

The company's amended and restated senior secured credit
facilities consist of a $1.575 billion revolver due January 2012,
a $1.105 billion Term Loan due January 2014, and a $490 million
institutional letter of credit facility due January 2014.
Maturity dates could accelerate if certain debt tranches with
earlier maturities are not refinanced prior to certain dates.

The facilities are rated one notch higher than the B1 Corporate
Family Rating, reflecting the benefits of the guarantee and
security package and Moody's expectation of loss-given-default
greater or equal to 10% and less than 30%, LGD2.  The borrower
under the facilities is Allied Waste NA.  The facilities are
secured by the stock of substantially all subsidiaries and a
security interest in substantially all assets.  A portion of the
collateral is shared with the holders of the company's senior
secured notes and debentures.  The proposed amended term loan has
an excess cash flow repayment requirement of 50%, with step-downs
depending on leverage.  The company uses its letter of credit
facilities primarily to provide financial assurance purposes under
contractual arrangements.  In addition, as of Dec. 31, 2006, about
$399 million in letters of credit was drawn on the revolver.

The ratings benefit from a stable underlying business with limited
available substitutes and the relative lack of cyclicality in the
municipal solid waste industry, the company's prominent market
position and the company's size and diversified revenue stream as
well as ownership of scarce assets.  The ratings continue to be
constrained by the company's high leverage and weak free cash flow
generation.  Although the company has made progress with its best
practices program over the last year and a half, ongoing
implementation costs, fluctuations in fuel costs and cyclical
weakness in construction activity may put pressure on operating
margins.  Although Moody's expects ongoing improvements in free
cash flow, such improvements are likely to continue to be
constrained by interest payments and high ongoing capital
expenditure levels.

The positive ratings outlook recognizes the continuing pricing
strength and focus on return on capital in the industry, the
reduction in near term maturities resulting from recent
refinancings, as well as the positive free cash flow generation.
The positive outlook also takes into account the company's strong
liquidity position in 2007 and ongoing efforts to reduce financial
leverage through debt repayment.  Indications of pricing weakness
in the industry, substantial volume declines which lead to
negative free cash flows, debt-financed acquisitions or additional
indebtedness, for example in connection with potential
developments with respect to the outstanding dispute with the IRS
could lead to stabilization of the outlook or place downward
pressure on the ratings.

These are the rating actions:

   * Allied Waste North America, Inc.

      -- Assigned a Ba3, LGD2, 29% rating to the $1.575 billion
         guaranteed senior secured revolving credit facility due
         2012;

      -- Assigned a Ba3, LGD2, 29% rating to the $1.105 billion
         guaranteed senior secured term loan due 2014;

      -- Assigned a Ba3, LGD2, 29% rating to $490 million
         guaranteed senior secured Tranche A Letter of Credit
         Facility due 2014;

      -- Affirmed the Ba3, LGD2, 30% rated $1.575 billion
         guaranteed senior secured revolving credit facility due
         2010, subject to withdrawal upon completion of the
         refinancing;

      -- Affirmed the Ba3, LGD2, 30% rated $1.105 billion
         guaranteed senior secured term loan due 2012, subject to
         withdrawal upon completion of the refinancing;

      -- Affirmed the Ba3, LGD2, 30% rated $490 million guaranteed
         senior secured Tranche A Letter of Credit Facility due
         2012, subject to withdrawal upon completion of the
         refinancing;

      -- Affirmed the B1, LGD4, 56% rating on the $750 million
         issue of 6.875% guaranteed senior secured notes due 2017;

      -- Affirmed the B2, LGD4, 57% rating on the $750 million
         issue of 8.5% guaranteed senior secured notes due 2008,
         subject to withdrawal upon completion of the refinancing
         currently under way;

      -- Affirmed the B1, LGD4, 56% rating on the $350 million
         issue of 6.5% guaranteed senior secured notes due 2010;

      -- Affirmed the B1, LGD4, 56% rating on the $400 million
         issue of 5.75% guaranteed senior secured notes due 2011;

      -- Affirmed the B1, LGD4, 56% rating on the $275 million
         issue of 6.375% guaranteed senior secured notes due 2011;

      -- Affirmed the B1, LGD4, 56% rating on the $251 million
         issue of 9.25% guaranteed senior secured notes due 2012;

      -- Affirmed the B1, LGD4, 56% rating on the $450 million
         issue of 7.875% guaranteed senior secured notes due 2013;

      -- Affirmed the B1, LGD4, 56% rating on the $425 million
         issue of 6.125% guaranteed senior secured notes due 2014;

      -- Affirmed the B1, LGD4, 56% rating on the $595 million
         issue of 7.125% guaranteed senior secured notes due 2016;

      -- Affirmed the B1, LGD4, 56% rating on the $600 million
         issue of 7.25% guaranteed senior secured notes due 2015;

      -- Affirmed the B2, LGD4, 69% rating on the $400 million
         issue of 7.375% guaranteed senior unsecured notes due
         2014;

   * Allied Waste Industries, Inc.

      -- Affirmed the B1 Corporate Family Rating;

      -- Affirmed the B1 Probability of Default Rating;

      -- Affirmed the B3, LGD5, 87% rating on the $230 million
         issue of 4.25% guaranteed senior subordinated convertible
         bonds due 2034;

      -- Affirmed the B3, LGD6, 98% rating on the $600 million
         issue of 6.25% senior mandatory convertible preferred
         stock -- conversion date of March 2008.

      -- The Speculative Grade Liquidity Rating is SGL-1.

      -- The outlook for the ratings remains positive.

   * Browning-Ferris Industries, LLC. (assumed by Allied Waste
     North America, Inc.)

      -- Affirmed the B1, LGD4, 56% rating on the $155 million
         issue of 6.375% senior secured notes due 2008;

      -- Affirmed the B1, LGD4, 56% rating on the $96 million
         issue of 9.25% secured debentures due 2021;

      -- Affirmed the B1, LGD4, 56% rating on the $294 million
         issue of 7.4% secured debentures due 2035;

      -- Affirmed the B2, LGD4, 69% rating on the $281 million of
         industrial revenue bonds with various maturities.

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in Phoenix,
Arizona.  Allied Waste is a vertically integrated, non-hazardous
solid waste management company providing collection, transfer, and
recycling and disposal services for residential, commercial and
industrial customers.  As of Dec. 31, 2006, the company operated a
network of 304 collection companies, 161 transfer stations, 168
active landfills and 57 recycling facilities in 37 states and
Puerto Rico.  The company had revenues of approximately
$6.0 billion in fiscal 2006.


AMERIQUEST MORTGAGE: Fitch Junks Class M-11 Certificates' Rating
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Ameriquest
Mortgage Securities Inc. home equity issues:

AMSI, series 2003-6

   -- Class M-1 affirmed at 'AAA';

   -- Class M-2 affirmed at 'AA-';

   -- Class M-3 affirmed at 'A+';

   -- Class M-4 affirmed at 'A';

   -- Class M-5 affirmed at 'BBB'; and

   -- Class M-6 downgraded to 'B' from 'BB-' and placed on Rating
      Watch Negative.

AMSI, series 2003-8

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

ARSI, series 2004-PW1

   -- 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 'BB';
   -- Class M-10 rated 'B', placed on Rating Watch Negative; and
   -- Class M-11 downgraded to 'C/DR4' from 'CC/DR2'.

The affirmations, affecting approximately $716 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The downgrades,
affecting approximately $21.4 million of the outstanding balances,
are taken due to a deteriorating relationship between expected
losses and credit enhancement.

In AMSI series 2003-6, class M-6 is downgraded due to monthly
losses exceeding the available excess spread in recent months,
which has caused deterioration in the overcollateralization (OC)
amount.  As of the March 2007 distribution, the OC amount of
$5.5 million (2.33%) is below the target amount of $8.9 million
(3.78%).  Monthly losses have exceeded excess spread by an average
of approximately $475,000 over the last six months.

In AMSI series 2004-PW1, class M-10 is placed on Rating Watch
Negative and class M-11 is downgraded due to monthly losses
exceeding the available excess spread in recent months, which has
caused deterioration in the OC amount.  As of the March 2007
distribution, the OC amount of $513 thousand (0.63%) is below the
target amount of $4.6 million (5.7%).  Monthly losses have
exceeded excess spread by an average of approximately $360,000
over the last nine months.

The underlying collateral consists of fully amortizing 15- to
30-year fixed- and adjustable-rate mortgages secured by first
liens on one- to four-family residential properties extended to
subprime borrowers.  As of the October distribution date, the
transactions listed above are seasoned from 28 (2004-PW1) to 45
(2003-6) months.  The pool factors range approximately from 15%
(2003-6) to 23% (2004-PW1).

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


AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor
------------------------------------------------------------
Amtrol Inc. and its debtor affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Ernst
& Young LLP as their accountant and auditor, nunc pro tunc to
Feb. 22, 2007.

Ernst and Young LLP will:

   a) provide accounting and auditing services to the Debtor;
      and

   b) audit and give a report on the Debtors' consolidated
      financial statements for the year ended Dec. 31, 2006.

Kevin M. Higgins, a partner at Ernst & Young, tells the Court that
the Firm's professionals bill:

      Designation                             Hourly Rate
      -----------                             -----------
      Partners and Principals                 $447 - $480
      Senior Manager                          $384 - $409
      Manager                                 $340 - $368
      Senior                                  $254 - $289
      Staff                                   $127 - $184

Mr. Higgins assures the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtor's financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on April 17, 2007.


APPLE TREE: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Apple Tree Resources, Inc.
        781 Progress Court
        Williamston, MI 48895

Bankruptcy Case No.: 07-02139

Type of Business: The Debtor owns, finances, and
                  operates oil and gas interests.

Chapter 11 Petition Date: March 26, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Jerome D. Frank, Esq.
                  Frank & Frank P.C.
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334
                  Tel: (248) 932-1440

Debtor's financial condition as of March 22, 2007:

      Total Assets: $1,903,643

      Total Debts:  $4,526,620

Debtor's Two Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   NationGas Production Co.                    $42,404
   P.O. Box 61248
   Houston, TX 77208-1248

   Great Lakes Energy Co., LLC                 $29,088
   c/o Stephen A. Metzler
   1800 West Big Beaver Road, Suite 100
   Troy, MI 48084


ARGO-TECH CORP: Debt Repayment Cues Moody' to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Argo-Tech Corporation and its parent AT Holdings Corporation.
This concludes the rating review commenced on Jan. 9, 2007.

The ratings have been withdrawn due to the repayment of all rated
debt upon the acquisition of the company by Eaton Corporation,
completed on March 16, 2007.

Withdrawn:

   * AT Holdings Corporation

      -- Senior discount notes, previously rated Caa1
      -- Corporate Family Ratings, previously rated B2
      -- Probability of Default Rating, previously rated B2

   * Argo-Tech Corporation:

      -- Senior secured credit facilities, previously rated Ba2
      -- Senior unsecured notes, previously rated B2.

Argo-Tech Corporation, based in Cleveland, Ohio, designs,
manufactures and services high performance fuel flow devices
primarily for the aerospace industry.


BANC OF AMERICA: Fitch Holds BB+ Rating on $2MM Class M-MC Certs.
-----------------------------------------------------------------
Fitch Ratings affirms Banc of America Large Loan, Inc., series
2006-BIX1:

   -- $479.6 million class A-1 at 'AAA';
   -- $223.5 million class A-2 at 'AAA';
   -- Interest-only class X-1A at 'AAA';
   -- Interest-only class X-1B at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- Interest-only class X-3 at 'AAA';
   -- Interest-only class X-4 at 'AAA';
   -- Interest-only class X-5 at 'AAA';
   -- $15 million class B at 'AAA';
   -- $43.2 million class C at 'AA+';
   -- $42.4 million class D at 'AA';
   -- $28.3 million class E at 'AA-';
   -- $28.3 million class F at 'A+';
   -- $28.3 million class G at 'A';
   -- $28.3 million class H at 'A-';
   -- $11.3 million class J at 'BBB+';
   -- $11.8 million class K at 'BBB';
   -- $18.9 million class L at 'BBB-';
   -- $9.8 million class J-CP at 'BBB+';
   -- $14.7 million class K-CP at 'BBB';
   -- $28.8 million class L-CP at 'BBB-';
   -- $4.4 million class J-CA at 'BBB+';
   -- $3 million class K-CA at 'BBB';
   -- $3.5 million class L-CA at 'BBB-;
   -- $2 million class M-MC at 'BB+'; and
   -- $0.4 million class L-SC at 'BBB-'.

The rating affirmations are due to stable collateral performance
since issuance.  As of the March 2007 distribution date, the
pool's aggregate certificate balance has decreased 16.6% to
$958.8 million from $1,149.6 million at issuance.  There have been
no delinquent or specially serviced loans since issuance.

The Quality Hotel Times Square loan paid off in January 2007.
Eight office properties were sold in the CarrAmerica Pool 3 and
CarrAmerica Pool 2 loans, reducing the balance of the loans.

There are 17 loans remaining in the pool. All pooled senior
participations included in the trust have credit characteristics
consistent with investment-grade obligations.  The non-pooled
senior participation interests of four loans in the trust,
CarrAmerica Pool 3, CarrAmerica Pool 2, Midtown Center and
Sterling Court, are structured as stand-alone raked classes.


BARREIRO DEGANTE: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: The Daniel R. Barreiro & Alejandro
                Degante Partnership
                12100 North Lamar
                Austin, TX 78753

Case Number: 07-10504

Involuntary Petition Date: March 24, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Petitioner's Counsel: Kell C. Mercer, Esq.
                      Brown McCarroll LLP
                      111 Congress Avenue, Suite 1400
                      Austin, TX 78701
                      Tel: (512) 479-9749
                      Fax: (512) 479-1101

   Petitioner                    Nature of Claim      Claim Amount
   ----------                    ---------------      ------------
Daniel R. Barreiro               Value of Interest         Unknown
General Partner                  in Partnership
12024 North Lamar Boulevard
Austin, TX 78753


BIORELIANCE CORP: Moody's Junks Rating on $40 Million Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings for
BioReliance Corporation and ACP/BREL UK Acquisition Limited.

Both are wholly-owned subsidiaries of ACP/BREL Intermediate, Inc.
The proceeds from the issued debt will be used to help fund the
acquisition of BioReliance and BioReliance Ltd. for
$209.7 million, plus fees and expenses, from Invitrogen
Corporation by Avista Capital Partners, LP.  The ratings outlook
is stable.

Moody's notes that the ratings are constrained by the company's
limited scale, minimal free cash flow relative to outstanding debt
and a heavy concentration of revenues in the company's core
biologic safety division.  The ratings also reflect the company's
leadership position in the safety market, a diversified global
customer base and favorable industry trends affecting the contract
research organization industry, including continued growth of
research and development spending by its customers and increasing
use of outsourcing.

Moody's does not expect the company to have excess cash available
for the repayment of the debt borrowed to complete the
acquisition, because free cash flow is expected to remain flat in
the immediate future in light of the expected increase in capital
spending for 2007 and 2008.  Despite the temporary increase in
capital spending, Moody's notes that the company requires very
little capital investment to support future and organic growth.
As a result, any meaningful expansion in operating cash flow
beyond 2008 should allow the company to have greater liquidity and
financial flexibility over the long-term.

The transaction is expected to close in early April 2007 and the
ratings are subject to receipt of final documentation.

Assigned:

   * BioReliance Corporation

      -- $55 million first lien term loan, due 2014, rated
         B1, LGD3, 36%;

      -- $15 million first lien revolving credit facility,
         due 2013, rated B1, LGD-3, 36%;

      -- $40 million second lien term loan, due 2014, rated Caa1,
         LGD5, 87%;

      -- Corporate Family Rating, rated B2; and

      -- Probability of Default Rating, rated B2.

   * ACP/BREL UK Acquisition Limited

      -- $40 million equivalent U.K. first lien term loan, due
         2014, rated B1, LGD-3, 36%;

      -- $5 million equivalent U.K. first lien revolving credit
         facility, due 2013, rated B1, LGD-3, 36%;

BioReliance Corporation and ACP/BREL UK Acquisition Limited are
contract service organizations that provide global testing and
bio-manufacturing services for biologics and other biomedical
products to biotechnology and pharmaceutical companies worldwide.
The combined company reported approximately $105 million of
revenue in 2006.


BIORELIANCE CORP: S&P Places Corporate Credit Rating at B+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Rockville, Maryland-based outsourced biologics
services provider BioReliance Corp.  The outlook is negative.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed $15 million senior secured
first-lien U.S. revolving credit facility due 2013, $5 million
senior secured first-lien U.K. revolving credit facility due 2013,
$55 million senior secured first-lien U.S. term loan due 2014, and
$40 million senior secured first-lien U.K. term loan due 2014.

The debt was rated 'B+' with a recovery rating of '2', indicating
the expectation of substantial recovery of principal in the event
of a payment default.

In addition, Standard & Poor's assigned its loan and recovery
ratings to the company's proposed $40 million secured second-lien
term loan due 2014.  The loan was rated 'B-' with a recovery
rating of '5', indicating the expectation of negligible (0%-25%)
recovery of principal in the event of a payment default.

The term loans are being used along with $85 million of sponsor
common equity to finance the purchase of BioReliance from parent
company Invitrogen Corp. by financial sponsor Avista Capital
Partners.  The purchase price represents a multiple of about 9x
2006 EBITDA.

The ratings on BioReliance reflect the company's position as a
small player in the broader market for contract research services,
its highly leveraged capital structure, and operational and
cultural challenges it faces after three years of operation as a
subsidiary of a larger organization.  These risks are partially
mitigated by the company's leading position within its niche
markets, its long-standing reputation in its markets, and the
potential for improvement as a stand-alone entity.


BUILDERS FIRSTSOURCE: Net Income Lowers to $3.9 Mil. in 4th Qtr.
----------------------------------------------------------------
Builders FirstSource, Inc., reported financial results for its
fourth quarter and fiscal year ended Dec. 31, 2006.

Net income for the fourth quarter was $3.9 million compared with
$19.5 million.  It included stock-based compensation expense of
$600,000 as the company adopted Statement of Financial Accounting
Standards No. 123, Share-Based Payment, on Jan. 1, 2006.  The
company's effective tax rate was 50.4% as the company established
$900,000 of additional reserves in connection with various tax
audits, which are underway.

In order to align its workforce with customer demand, the company
reduced the number of full-time equivalent employees by 18.2%
during the fourth quarter 2006.  However, fourth quarter expenses
did not reflect the full benefit of these actions as most of the
headcount reductions occurred late in the quarter.

The company is now experiencing the full impact of the housing
slowdown across all markets.  Even its stronger markets, such as
in Georgia, Texas and the Carolinas, experienced sharp year-over-
year declines in housing starts during the fourth quarter.

"The operating environment worsened during the fourth quarter."
Charles Horn, Builders FirstSource Senior Vice President and Chief
Financial Officer, said.

"However, the company continued to execute its strategy of being a
value-added provider of building products and services.  As a
result, the company grew its market share in all but one of the
states.

"As the homebuilders seek to control their costs in this operating
environment, the company believes that it will seek to partner
with its suppliers in order to increase efficiency and improve
quality in the homebuilding process.  The company believes this
has helped gain market share throughout this down cycle."

"The company continued to manage its cost structure in light of
the lower sales volume,"Mr. rn added.  While the company took
additional cost saving measures during the fourth quarter, it did
not realize the full benefit as these actions occurred late in the
quarter.  The company will continue to focus on adjusting staffing
levels commensurate with changes in sales volume."

                Fiscal Year 2006 Financial Results

Net income for the year ended Dec. 31, 2006, was $68.9 million
compared with $48.6 million.  Net income included stock-based
compensation expense of $2.6 million as the company adopted SFAS
No. 123R on Jan. 1, 2006.  Adjusted for items related to the
company's initial public offering and refinancing transactions,
2005 net income was $82.2 million.

Capital expenditures, excluding acquisitions, were $27.2 million
in 2006 compared with $29.7 million in 2005.  The company spent
$10 million less than it had planned in order to conserve capital
as housing starts began to decline in the second half of the year.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $749 million, total liabilities of $492 million, and total
stockholders' equity of $257 million.  Its cash on hand was
$93.3 million, and funded debt was $314.9 million.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource, Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a leading supplier
and manufacturer of structural and related building products for
residential new construction.  The company operates in 11 states,
principally in the southern and eastern United States, and has 63
distribution centers and 52 manufacturing facilities, many of
which are located on the same premises as our distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

                           *     *     *

Builders FirstSource's Second Priority Senior Secured Floating
Rate Note due 2012 carries Moody's Investor Service's 'B3' rating
and Standard & Poor's Rating Services 'B' rating.


BUSINESS OFFICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Business Office, Inc.
        P.O. Box 339
        Manahawkin, NJ 08050

Bankruptcy Case No.: 07-14043

Type of Business: The Debtor, founded in 1985, is as an
                  independent payroll service bureau, with clients
                  in the New Jersey region and the U.S.  It is a
                  charter member of the Independent Payroll
                  Providers Association and is active in the
                  American Payroll Association.
                  See http://www.tbopayroll.com/

Chapter 11 Petition Date: March 26, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Andrew J. Kelly, Esq.
                  Kelly & Brennan, P.C.
                  1800 Route 34, Suite 403
                  Wall, NJ 07719
                  Tel: (732) 280-8825

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


CABLEVISION SYSTEMS: Cannot Use DVR System, Judge Chin Rules
------------------------------------------------------------
The Honorable Denny Chin of the U.S. District Court in Manhattan
ruled that Cablevision Systems Corp.'s digital video recorder
service would violate U.S. copyright laws, Reuters reports.

The suit was filed in May 2006 by several Hollywood studios and
television networks including those owned by Time Warner Inc.,
News Corp., CBS Corp. and Walt Disney Co.

Cablevision had hoped a network-based DVR system, called Remote
Storage DVR or RS-DVR, would have done away with the need for the
installation of hundreds of thousands of digital set-top boxes in
subscribers' homes, Reuters adds.

The studios and networks said that the proposed service would
allow subscribers to store television programs on the cable
operator's own computer servers, it would be breaking copyright
agreements by effectively retransmitting the programs.

"The RS-DVR is clearly a service, and I hold that in providing
this service, it is Cablevision that does the copying," Judge Chin
said in his ruling.

Cablevision said that it is currently considering an appeal
against Judge Chin's ruling.

"We are disappointed by the judge's decision, and continue to
believe that remote-storage DVRs are consistent with copyright law
and offer compelling benefits for consumers -- including lower
costs and broader availability of this popular technology,"
Cablevision said.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.,
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  It has
three segments, Telecommunications Services, Rainbow, and Madison
Square Garden.  Telecommunications Services operates in cable
television business.  The Rainbow segment consists of its
interests in national programming services, regional programming
businesses, regional sports and news network business, and local
advertising sales representation business.  The Madison Square
Garden segment owns and operates professional sports teams, as
well as the MSG Networks sports programming business, and an
entertainment business.  It owns programming assets through its
Rainbow National Services LLC subsidiary, including American Movie
Classics, WE tv and Independent Film Channel.

At Dec. 31, 2006, the company's balance sheet showed
$9,844,857,000 in total assets and $15,184,110,000 in total
liabilities, resulting in a $5,339,253,000 stockholders' deficit.
The company's stockholders' deficit at Dec. 31, 2005, stood at
$2,493,380,000.


CARBIZ INC: Completes $10 Mil. Colossus Capital Credit Facility
---------------------------------------------------------------
Carbiz Inc. has finalized up to $10 million revolving credit
facility with Colossus Capital Fund, L.P., Chief Executive Officer
Carl Ritter reported.

The credit facility will further assist in funding the expansion
strategy of the company's auto credit business.  It will also
assist Carbiz in growing its chain of used car dealerships in
Florida.

"This next step provides the company with the capital to launch
its expansion program without diluting the share value,"
Mr. Ritter stated.  "The company is pleased to be working with the
folks at Colossus and will detail its expansion plans in a
subsequent report."

Under the terms of the Credit Facility and subject to the
limitations set forth below, Carbiz may borrow up to an aggregate
of $10 million, with such Credit Facility to be funded in separate
$5 million tranches by Colossus.  The Credit facility is secured
by all of the assets of Carbiz and its subsidiaries, and it
matures in four years.

Carbiz may borrow from the Credit Facility up to the lesser of

1. the total amount of funded tranches, or

2. the lesser of:

    a. 58% of Carbiz's eligible receivables' principal balance; or
    b. 100% of Carbiz's cost basis of such eligible receivables.

All borrowings under the Credit Facility will accrue interest at
15% per annum.  Commissions and fees payable to Colossus related
to the Credit Facility upon execution of the related documentation
totaled $350,000, with an additional $325,000, to be paid to
Colossus upon the release of the second tranche under the Credit
Facility.

Under the terms, the Credit Facility also contains certain other
penalties and fees payable to Colossus.  At this time, Carbiz may
borrow $210,000 under the terms of the Credit Facility based upon
its eligible receivables.

                         About CarBiz Inc.

Headquartered in Toronto, Ontario, Canada, CarBiz Inc. (OTCBB:
CBZFF) -- http://www.carbiz.com/-- provides software and services
for car dealers.  CarBiz's software applications cover finance and
insurance, special financing, leasing, buy here-pay here, traffic
management, and accounting. Related services include software
training and consulting, software applications hosting, and
website design.  CarBiz also offers service contracts and extended
warranties through Heritage Warranty and car loans.  Carbiz serves
more than 3,000 dealers.

Carbiz Inc.'s Oct. 31, 2006, balance sheet showed stockholders'
deficit of $3,410,376 from a deficit of $2,403,162 at Jan. 31,
2006.


CBRL GROUP: Commences Offer to Exchange Liquid Yield Option Notes
-----------------------------------------------------------------
CBRL Group, Inc., has commenced an offer pursuant to which holders
of its outstanding Liquid Yield Option Notes due 2032 can exchange
all or a portion of their Old Notes for an equal amount of a new
issue of Zero Coupon Senior Convertible Notes due 2032 plus an
exchange fee of $0.60 per $1,000 in principal amount of Old Notes
tendered in the Exchange Offer.

The exchange offer and withdrawal rights will expire on April 16,
2007, unless extended by the company.  Holders must tender their
Old Notes before the expiration date if they wish to participate
in the exchange offer.

The purpose of the exchange offer is to exchange New Notes, which
will include certain terms that are different from the Old Notes,
for the Old Notes.

The primary difference in terms will be the addition of a "net
share settlement" feature in the New Notes.  The New Notes, as is
the case with the Old Notes, are convertible into 10.8584 shares
of the company's common stock.

The net share settlement feature will allow the company, upon
conversion of a New Note, to satisfy a portion of its obligation
due upon conversion in cash rather than with the issuance of
shares of its common stock.  This will reduce the share dilution
associated with the conversion of the New Notes.

In addition, New Notes will provide that the company may redeem
the New Notes on 15 days notice rather than the minimum 30 days
notice required by the Old Notes.

Upon completion of the exchange offer, the company intends,
subject to market conditions, to redeem the New Notes.  The
company would obtain the funds for any such redemption from
drawing on its disclosed $200 million delayed-draw term loan, by
using cash on hand and/or engaging in another financing
transaction.

The redemption could be completed early as prior to the end of the
company's fiscal year on Aug. 3, 2007.

The New Notes may not be issued, nor may the exchange offer be
accepted, prior to the time the application for qualification of
indenture referred to below becomes effective.

On March 6, 2007, the company reported that, pursuant to the terms
of the controlling indenture, holders of the Old Notes have the
right to require the company to repurchase the Old Notes for cash.

The Put Option entitles each holder of Old Notes to require the
company to purchase all or any part of such holder's Notes at a
price equal to $475 per $1,000 of principal amount at maturity.

Because each Old Note is convertible into 10.86 shares of the
company's common stock, the put value is the equivalent of $43.75
per associated common share.

Based on the March 19, 2007 closing price for the company's common
stock of $48.44, the conversion value exceeds the put value, and
the company does not expect holders to exercise their put right if
that condition continues.

Holders that do not surrender Old Notes for purchase pursuant to
the Put Option will maintain the right to convert the Old Notes,
subject to the their applicable terms, conditions and adjustments,
and also may participate in the exchange offer.

The opportunity to require the company to repurchase the Old Notes
pursuant to the Put Option will terminate on April 3, 2007.

In order to exercise the Put Option, a holder must follow the
procedures set forth in the notice sent to holders, dated
March 6, 2007.  Holders may withdraw any Old Notes surrendered for
purchase at any time prior to April 3, 2007.

A Form T-3 Application for Qualification of Indenture covering the
New Notes has been filed with the Securities and Exchange
Commission but has not yet been declared effective.

Also, in connection with both the Put Option and the exchange
offer, the company has filed with the SEC Tender Offer Statements
on Schedule TO.

The T-3 and the Tender Offer Statements and any documents filed in
connection with either the Put Option or the exchange offer
contain important information.

Holders of Old Notes and other interested parties may obtain a
free copy of these and other relevant documents at:

      CBRL Group, Inc.
      Attn: General Counsel
      P.O. Box 787
      #305 Hartmann Drive
      Lebanon, TN 37088-0787

Additional information concerning the terms of the exchange offer
and copies of the exchange circular and other documents relating
to the exchange offer may be obtained from the information agent:

      Global Bondholder Services Corporation
      Attn: Corporate Actions
      #65 Broadway St., Suite 704
      New York, NY 10006
      Tel: (212) 430-3774 and
           (866) 470-4300

The company also reported that through March 19, 2007, it had
repurchased an aggregate of 1.93 million shares of its common
stock for $91 million before fees and commissions pursuant to a
Rule 10b5-1 trading plan on March 8, 2007.

The 10b5-1 Plan was implemented to facilitate repurchases under
the company's $100 million share repurchase authorization,
$36.1 million of which remained at March 8, 2007.  This is in
addition to management's authority to purchase 821,081 shares that
remains from a 2005 repurchase authorization.

The company intends to complete the $9 million remainder of the
$100 million authorization soon as practicable.

                      About CBRL Group, Inc.

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (Nasdaq:
CBRL)-- http://www.cbrlgroup.com/-- through its subsidiaries,
engages in the operation and development of the restaurants and
retail concepts in the United States.

                           *     *     *

CBRL Group Inc.'s Zero-Coupon Senior Liquid Yield Option Notes due
2032 carry Moody's Investors Service's 'Ba2' rating and Standard &
Poor's 'B+' rating.


COMMONWEALTH EDISON: Issues Additional $300 Million of 5.9% Bonds
-----------------------------------------------------------------
Commonwealth Edison Company has issued an additional $300 million
aggregate principal amount of its First Mortgage 5.9% Bonds,
Series 103, due March 15, 2036.

Pursuant to ComEd's Mortgage, the bonds were issued in addition to
the $325 million.  The proceeds of ComEd's utility plant's first
mortgage lien were used to refinance outstanding commercial paper
and to repay borrowings under its revolving credit facility.

The additional Bonds carry an interest rate of 5.9% per annum,
which is payable semi-annually on March 15 and September 15,
commencing September 15, 2007.  The additional Bonds are
redeemable at any time at ComEd's option at a "make-whole"
redemption price calculated as provided in the Supplemental
Indenture.

Citigroup Corporate and Investment Banking as the sole book-runner
are leading the offering.

                      About Commonwealth Edison

Headquartered in Chicago, Illinois, Commonwealth Edison Company is
a unit of Exelon Corporation (NYSE: EXC) and its energy delivery
business consists of the purchase and regulated retail and
wholesale sale of electricity and the provision of distribution
and transmission services to retail and wholesale customers in
northern Illinois, including the City of Chicago.  The company was
organized in the State of Illinois in 1913 as a result of the
merger of Cosmopolitan Electric Company into the original
corporation named Commonwealth Edison Company, which was
incorporated in 1907.


COMMONWEALTH EDISON: Rate Freeze Vote Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt and
Issuer Rating of Commonwealth Edison Company to Ba1 from Baa3 and
downgraded the company's short-term rating for commercial paper to
Not-Prime from Prime-3.

The ratings on ComEd's senior secured debt and secured bank
facility remain unchanged at Baa2, however, all of ComEd's
long-term ratings remain under review for possible downgrade.

The ratings and outlook are unchanged for ComEd's parent, Exelon
Corporation (Baa2 senior unsecured) and for affiliates, Exelon
Generation Company (Baa1 senior unsecured) and PECO Energy (A3
Issuer Rating).  These ratings reflect the fairly strong
performance trends for these two operating subsidiaries, which
represent the substantial majority of Exelon Corporation's
consolidated earnings and cash flow, and the belief that any near
term potential financial stress will be largely isolated to ComEd.

The downgrade of ComEd reflects this last Thursday's 11-1 vote in
the Illinois Senate Environmental and Energy Committee to amend
Senate Bill 1592 to include ComEd as part of proposed rate freeze
legislation that would freeze electric rates for both ComEd and
the Ameren Illinois utilities back to the 2006 level for at least
one year.  It is not certain that this bill will be enacted into
law as a negotiated outcome remains possible, which could involve
concessions by the company.  The margin of passage in the Senate
Committee combined with investigatory actions by the State
Attorney General suggests that any resolution would likely produce
financial ratios for ComEd that are weaker than previously
expected.

"Although generation rates for electricity have transitioned to
market rates and passage of retroactive rate freeze legislation
may ultimately be avoided, this past Thursday's committee vote
concerning SB1592 is a further sign of continued political
intervention in the utility regulatory process, and the regulatory
environment is no longer supportive of an investment grade senior
unsecured rating for ComEd," said A.J. Sabatelle, Vice President
and Senior Credit Officer.

The downgrade also acknowledges that ComEd will likely need to
offer additional concessions to certain customer classes in order
to head off passage of rate freeze legislation.  ComEd's credit
metrics are already expected to weaken during 2007 from historical
levels due in large part to the distribution rate case decision
rendered by the Illinois Commerce Commission in 2006 which
resulted in ComEd receiving around 25% of the rate relief
requested.

As a result, incorporating additional forms of ratepayer
concessions are likely to further weaken expected 2007 cash flow.
Moody's believes that ComEd's ability to strengthen its credit
metrics in 2008 and beyond depends upon supportive and consistent
regulatory decisions emerging in Illinois which may prove to be a
daunting task given the current highly politicized environment
concerning electric rates and the ComEd's affiliate relationship
with Exelon Generation, a wholesale power producer.

The Baa2 rating of ComEd's senior secured debt is unchanged.  The
wider notching between ComEd's senior secured indebtedness and the
rest of the company's capital structure reflects the fact that
virtually all of the company's indebtedness is secured by utility
plant through ComEd's first mortgage indenture where the degree of
collateral coverage appears ample.  Outstanding first mortgage
bond debt approximates $4.6 billion, including a $1 billion
secured revolver, relative to the nearly $10 billion of net
utility plant shown on ComEd's balance sheet at Dec. 31, 2006.

The continuing review for possible downgrade of ComEd's long-term
ratings reflects the possibility that some form of rate freeze
legislation may pass the Illinois General Assembly and be signed
into law by the Governor.  Moody's understands that the Illinois
electric utilities, along with politicians, consumer groups, and
others are currently engaged in negotiations that could provide
alternatives to the rate freeze legislation being proposed in the
Senate and in the House.  If rate freeze legislation is passed,
the ratings of ComEd would be downgraded multiple notches.

Downgrades:

   * ComEd Financing II

      -- Preferred Stock Preferred Stock, Downgraded to Ba2 from
         Ba1

   * ComEd Financing III

      -- Preferred Stock Preferred Stock, Downgraded to Ba2 from
         Ba1

      -- Preferred Stock Shelf, Downgraded to Ba2 from Ba1

   * Commonwealth Edison Company

      -- Commercial Paper, Downgraded to NP from P-3

      -- Issuer Rating, Downgraded to Ba1 from Baa3

      -- Multiple Seniority Shelf, Downgraded to a range of Ba3 to
         Ba1 from a range of Ba2 to Baa3

      -- Senior Unsecured Medium-Term Note Program, Downgraded to
         Ba1 from Baa3

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to
         Ba1 from Baa3

Headquartered in Chicago, Illinois, Commonwealth Edison Company is
a regulated electricity transmission and distribution company, and
is a wholly-owned subsidiary of Exelon Corporation.


COSINE COMMUNICATIONS: Burr Pilger Raises Going Concern Doubt
-------------------------------------------------------------
Burr, Pilger & Mayer LLP expressed substantial doubt about Cosine
Communications Inc.'s ability to continue as a going concern after
auditing the firm's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's actions in September 2004 to terminate most of its
employees and discontinue production activities in an effort to
conserve cash.

Cosine Communications Inc. reported net income of $449,000 on
total revenue of $1.4 million for the year ended Dec. 31, 2006,
compared with a net loss of $1.2 million on total revenue of
$3.3 million for the year ended Dec. 31, 2005.

Through Dec. 31, 2006, revenues consisted primarily of customer
service revenue.

At Dec. 31, 2006, the company's balance sheet showed $23 million
in total assets, $559,000 in total liabilities, and $22.5 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c2a

             About Cosine Communications

Based in San Jose, California, CoSine Communications, Inc. (OTC:
COSN.PK) -- http://www.cosinecom.com/-- used to be a provider of
carrier network equipment products and services, until the fourth
quarter of 2004 when it decided to discontinue these product
lines.  In 2006, the company completed the wrap-up of its carrier
services business.  The company also sold the remaining assets of
its carrier network products business with the sale of its patent
portfolio in March 2006 and the sale of the rights to the related
intellectual property in November 2006.


COUNTRYWIDE HOME: Fitch Junks Class B4 Certificates' Rating
-----------------------------------------------------------
Fitch Ratings has taken these actions on RMBS classes from
Countrywide Home Loans, Inc. (CWMBS), mortgage pass-through
certificates, series 2002-13 Alt 2002-8:

   -- Class A affirmed at 'AAA';

   -- Class M affirmed at 'AAA';

   -- Class B1 affirmed at 'AA';

   -- Class B2 affirmed at 'BBB+';

   -- Class B3 downgraded to 'B' from 'BB';

   -- Class B4 downgraded to 'C' from 'B-'; and Distressed
      Recovery rating is lowered to 'DR5' from 'DR3'.

The underlying collateral for the transaction consists of
conventional, fully amortizing, 20- to 30-year fixed-rate,
mortgage loans secured by first liens on one-to four-family
residential properties.

At origination, approximately 43.86% and 56.14% of the initial
mortgage loans were originated under CHL's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded Underwriting
Guidelines may have higher loan-to-value ratios, higher loan
amounts, higher debt-to-income ratios and different documentation
requirements than those associated with the Standard Underwriting
Guidelines.

The affirmations affect approximately $70.87 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The negative
rating actions reflect the deterioration in the relationship of CE
to future loss expectations and affects approximately $3 million
of outstanding certificates.

As of the March 25, 2007, distribution date, the trust is seasoned
57 months and the pool factor is 13%.  The cumulative loss to date
is 26 bps of the original balance and approximately 8% of the
remaining loans are delinquent.  The CE of the class B-4 has
decreased considerably the past few months and is currently only
.25%, which is 5 bps lower than the original CE to the bond.
Fitch will continue to monitor this trust.

The loans are being serviced by Countrywide Home Loans Servicing
LP, a direct wholly owned subsidiary of Countrywide Home Loans,
Inc.  Countrywide Servicing is rated 'RPS1' for primary servicing
and 'RMS2' for master servicing by Fitch.


CSFB ABS: S&P Pares Rating on Class B Certificates to B from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
issued by CSFB ABS Trust Series 2002-HE1 to 'B' from 'BB'.  The
rating remains on CreditWatch with negative implications, where it
was placed Feb. 9, 2007.

At the same time, the ratings on classes I-B-2 and B-3 from Credit
Suisse First Boston Mortgage Securities Corp.'s series 2002-9 and
CSFB Home Equity Asset Trust 2003-7, respectively, were placed on
CreditWatch with negative implications.

The downgrade of class B from series 2002-HE1 reflects the further
erosion of the class' credit support, as monthly net losses
continue to outpace monthly excess interest.  As a result, the
overcollateralization for the transaction is 0.20%, well below its
target of 0.50% of the original pool balance.

As of the February 2007 distribution period, total delinquencies
represented approximately 44% of the outstanding pool balance,
with severe delinquencies totaling roughly 23%.  Cumulative
realized losses were approximately 3.64%.  The transaction is
60 months seasoned and has paid down its pool balance to
approximately 8.76% of the original balance.

The ratings on series 2002-9 from loan group one and series 2003-7
reflect the losses being incurred by these transactions, as well
as the relatively high severe delinquencies with respect to the
available credit support for the classes with ratings placed on
CreditWatch negative.  Losses have completely eroded the
overcollateralization for loan group one from series 2002-9, while
overcollateralization is below its target for series 2003-7.
Total delinquencies for loan group one from series 2002-9 and
series 2003-7 were approximately 18% and 30%, respectively, with
severe delinquencies amounting to 12% and 17%, respectively.
Cumulative realized losses for loan groups one were 0.57% for
series 2002-9 and 1.28% for series 2003-7.

Series 2002-9 is 58 months seasoned and loan group one has paid
down to 7.75% of its original pool balance, while series 2003-7 is
38 months seasoned and has paid down its pool balance to 14.44% of
its original balance.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses decline to a point at which they
no longer exceed excess interest, and the level of
overcollateralization has not been further eroded, the rating
agency will affirm the ratings and remove them from CreditWatch.
Conversely, if losses continue to exceed excess interest and
further erode overcollateralization, Standard & Poor's will take
additional negative rating actions.

The collateral for these transactions consists of 30-year, fixed-
and adjustable-rate, subprime or Alt-A mortgage loans, secured by
first liens on one- to four-family residential properties.

                   Rating Lowered And Remaining
                     On Creditwatch Negative

                  CSFB ABS Trust Series 2002-HE1
                Mortgage Pass-Through Certificates
                         Series 2002-HE1

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

              Ratings Placed On Creditwatch Negative

                   Credit Suisse First Boston
                    Mortgage Securities Corp.
                  Mortgage Backed Pass-Through
                   Certificates Series 2002-9

                                Rating
                                ------
             Class       To                  From
             -----       --                  ----
             I-B-2       A/Watch Neg         A

              CSFB Home Equity Asset Trust 2003-7
                   Home Equity Pass-Through
                  Certificates Series 2003-7

                                Rating
                                ------
            Class       To                  From
            -----       --                  ----
            B-3         BBB-/Watch Neg      BBB-


DAIMLERCHRYSLER AG: Delays Filing First Quarter Report to May 15
----------------------------------------------------------------
DaimlerChrysler AG will not publish its interim report on the
first quarter of 2007 on April 26, 2007, as was originally
planned, but on May 15, 2007.  This change of date has been caused
solely by delays with the preparation of the financial statements
for the year 2006 and with the parallel work for the International
Financial Reporting Standards financial statements, which have
also had an impact on the timeframe for the quarterly financial
statements.

As previously announced by the company, in the 2007 financial
year, DaimlerChrysler will change over its accounting and
financial reporting from U.S. generally accepted accounting
principles to International Financial Reporting Standards.

For comparative reasons, this also necessitates the preparation of
retroactive IFRS financial statements for the year 2006.

The change of schedule was caused by delays with the preparation
of the financial statements for the year 2006 according to U.S.
GAAP and IFRS in the first two months of this year.

It was not possible to compensate for these delays in the
following weeks.

As a first step, DaimlerChrysler intends to publish its
consolidated financial statements for the year 2006 according to
IFRS on April 26, 2007.

The interim report on the first quarter of 2007 is to follow on
May 15, 2007.

                       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.


DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler
------------------------------------------------------------
General Motors Corp. will not join in the first round of bidding
for DaimlerChrysler AG's Chrysler Group, Reuters reports citing
the New York Times.

GM decided not to bid for Chrysler because the company had no need
for extra capacity, Reuters adds referring to the Times' unnamed
sources.

Meanwhile, a report from Bear Stearns & Co. said GM's acquisition
of Chrysler would probably face difficulty in gaining approval
from antitrust authorities since it would give the combined
company a high market share in light trucks, the Wall Street
Journal reports.

Bear Stearns' report said that the new entity could overcome
antitrust concerns in passenger cars but could face problems in
pick up trucks, sports-utility vehicles and minivans, WSJ notes.

According to WSJ, Bear Stearns, citing figures from Autodata Corp,
said pickup truck sales shares for:

   -- GM is 38.2%;
   -- Chrysler is 16.4%;
   -- Ford Motor Co. is 36.5%;
   -- Toyota Motor Corp. is 5.6%; and
   -- Nissan Motor Co. is 3.3%.

Bear Stearns also said it believes an acquisition of Chrysler
"could do more harm than good for GM's ongoing turnaround."  The
report noted a combination of GM and Chrysler would increase GM's
exposure to the highly competitive U.S. market, WSJ adds.

                       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.


DOW CORNING: Supreme Court Retains Higher Interest Rate on Claims
-----------------------------------------------------------------
The U.S. Supreme Court affirmed a decision by the U.S. Court of
Appeals for the Sixth Circuit awarding a higher rate of interest
to some claims in Dow Corning Corp.'s Chapter 11 reorganization
plan, Bill Rochelle of Bloomberg News reports.

Last year, the Appeals Court reversed a decision by the U.S.
District Court for the Eastern District of Michigan concerning
payment of interest at the federal judgment rate on approximately
$1 billion of commercial claims against Dow Corning.  The Appeals
Court said the solvent debtor must pay interest at the applicable
contractual default rate of interest rather than the (much lower)
federal judgment rate.

The Honorable Arthur J. Spector of the U.S. Bankruptcy Court for
the Eastern District of Michigan ruled that Dow Corning's payment
of interest at the 6.28% federal judgment rate in effect on Dow
Corning's chapter 11 petition date was sufficient.  See In re Dow
Corning Corp., 244 B.R. 678, 680 (Bankr. E.D. Mich. 1999).  Angelo
Gordon & Co., L.P., Franklin Mutual Advisors and Appaloosa
Management, L.P., holding $300,000,000 in principal amount of
commercial claims against Dow Corning, argued that the law
requires higher interest payments and charged that the Debtor was
being mean-spirited.

The Honorable Denise Page Hood, 2004 WL 764654, affirmed Judge
Spector's decision at the District Court level.

The Official Committee of Unsecured Creditors argued:

     1) that under the Plan, unsecured creditors would be
        receiving less than they would have received if Dow
        Corning were liquidated; and

     2) that the imposition of the federal judgment interest rate
        meant that they were not being paid the full interest
        entitled to them while Dow Corning's two shareholders were
        retaining millions in equity.

The Bankruptcy Court overruled the Committee's first argument but
verbally amended the Plan to allow for the payment of interest to
unsecured creditors in accordance with the terms of their
contracts.  However, the Court expressly stated that in
determining the applicable interest rate "no effect is to be given
to contractual provisions which purport to define as a default the
filing of a voluntary petition for bankruptcy relief."

The Committee appealed the decision with the District Court.
However, the District Court upheld the Bankruptcy Court's
determination that the original plan had not included default
interest, and that the Committee failed to establish that the Plan
would violate Section 1129(b)'s fair-and-equitable standard absent
the payment of default interest.

                     Court of Appeals Rules

In its appeal from the District Court's decision, the Committee
maintained that the Bankruptcy Court abused its discretion by
interpreting the Plan in a way as to produce a result that
violates Section 1129(b).  The Committee argued that by
interpreting the plan as not requiring the payment of default
interest, the Bankruptcy Court caused the Plan to violate the
absolute priority rule.

In a decision published at 2006 WL 2061802, the Sixth Circuit
agreed with the Committee's stand that denying interest at rates
applicable to defaults would violate the statutory requirement of
a fair and equitable plan, absent compelling equitable
considerations.  The Appeals Court said that by interpreting the
plan as allowing interest only at the non-default rate, the
Bankruptcy Court effectively transferred that risk of default back
to the unsecured creditors.

However, the Court of Appeals remanded the matter to the District
Court because the record in this matter is not sufficient to
determine whether the general rule calling for the payment of
default interest in solvent-debtor cases, when considered with
other equitable factors, makes the award of default interest
appropriate in Dow Corning's case.

Donald S. Bernstein, Esq., at Davis, Polk & Wardwell, and Glenn E.
Siegel, at Dechert LLP, represented the Official Committee of
Unsecured Creditors.  David M. Bernick, Esq., at Kirkland & Ellis
represented Dow Corning.

                        About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-
related tort liability.  The Company owed its commercial creditors
more than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on February 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


DRS TECH: Improved Financial Profile Cues S&P Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on DRS Technologies Inc.  The
outlook is revised to stable from negative.

"The outlook revision reflects an improving financial profile
following a large debt-financed acquisition in early 2006," said
Standard & Poor's credit analyst Christopher DeNicolo.

The ratings on Parsippany, New Jersey-based DRS reflect high debt
leverage, participation in the competitive defense electronics
market, and integration risks of an active acquisition program.
These factors are partly offset by the generally favorable
environment for defense spending and the company's leading
positions in niche markets.  The ratings assume no midsize to
large debt-financed acquisitions in the intermediate term.

The business environment for military contractors is generally
favorable due to high levels of spending for both the military and
homeland security, especially for defense electronics products.

In January 2006, DRS acquired Engineered Support Services Inc.,
which provides support and logistics services related to military
sustainment and also designs and manufactures integrated military
electronics and support equipment, for $1.9 billion.  ESSI and its
former executives are currently being investigated by the SEC and
the U.S. Attorney's office for various disclosure violations,
trading in the company's stock, and the backdating of stock
options, all of which occurred prior to the acquisition by DRS.
Although it is not possible to determine the impact on DRS at this
time, the company is a witness to the investigations and not a
target or subject.

The company operates in four segments:

   1. Command, Control, Communications, Computers & Intelligence
      (C4I, 40% of sales in the first nine months of fiscal
      2007);

   2. Technical Services (TS, 25%);

   3. Reconnaissance, Surveillance, & Target Acquisition
      (RSTA, 21%); and

   4. Sustainment Systems (SS, 14%).

The TS and SS segments are made up of the former ESSI operations.
C4I Group manufactures naval displays, ship communications
systems, radars, naval power systems, intelligence collection and
processing equipment, and tactical computer systems.  SR Group
provides infrared and electro-optical sights and imaging systems,
air combat training equipment and diagnostic equipment.  The
acquisition of ESSI improved DRS' program diversity, increasing
its exposure to the U.S. Air Force, and providing a service
offering to complement its existing largely product portfolio.
Funded backlog was $3.1 billion at Dec. 31, 2006.


DURA AUTOMOTIVE: RSM Richter Delivers 2nd Report to Ontario Court
-----------------------------------------------------------------
RSM Richter, Inc., Dura Automotive Systems Inc. and its debtor-
affiliates' information officer, delivered its second report with
the Ontario Superior Court of Justice (Commercial List) in Canada
to:

   (a) provide updates with respect to developments in the
       Debtors' restructuring proceedings since Dec. 11, 2006;

   (b) summarize and seek approval of its activities since
       Dec. 11, 2006; and

   (e) recommend that the Ontario Court approve the Debtors'
       request for an extension of its stay of proceedings to
       June 15, 2007.

A full-text copy of RSM Richter's First Report is available for
free at http://ResearchArchives.com/t/s?1c2b

RSM Richter informs the Ontario Court that the Debtors'
operations at their Canadian facilities in Brantford, Ontario,
will be discontinued by June 2007.  Operations at the Debtors'
facilities in Stratford, Ontario, will be discontinued by
November.

RSM Richter reported these material developments with respect to
the Debtors' Canadian operations:

   (1) the Canadian facilities at Bracebridge, Stratford, and
       Brantford, comprising the Debtors' Canadian operations,
       have continued to operate in the normal course, with
       minimal disruption.  The Canadian Operations, with RSM
       Richter's assistance, have resolved sourcing issues that
       arose with certain suppliers as a result of the Debtors'
       Chapter 11 cases;

   (2) the Bracebridge Facility terminated 34 hourly employees in
       January 2007, as contemplated in the Debtors' 50 Cubed
       Plan;

   (3) the Stratford Facility has scheduled for Mar. 16, 2007,
       and announced layoffs for 22 hourly employees; and

   (4) the Brantford Facility has recalled five hourly employees,
       previously laid off, as a result of increased demand from
       Chrysler Canada in respect of its Mini-Van program.

Moreover, since Dec. 11, 2006, RSM Richter:

     * reviewed and commented on certain of the Debtors' draft
       application materials;

     * reviewed materials filed in the U.S. Chapter 11
       proceedings;

     * posted a copy of various Court materials on its Web site;

     * spoke routinely with each Canadian facility in order to
       determine if any critical issues are affecting operations;

     * communicated with the Brantford Facility, and the Canadian
       Debtors' counsel, Davies Ward Phillips and Vineberg LLP,
       regarding a supplier of paintline chemicals, Henkel
       Canada, which proposed changing its payment terms and
       delaying shipments to the facility;

     * dealt with Davies Ward regarding restructuring matters
       generally;

     * attended a meeting with DWPV and with labor union
       representatives;

     * responded to queries from creditors or suppliers
       concerning the Debtors' proceedings;

     * attended conference calls with the Canadian Debtors and
       Davies Ward to discuss operational issues and other
       developments; and

    * corresponded with Davies Ward to stay apprised of
      developments in the Debtors' Chapter 11 proceedings.

                     Stay Extended to June 15

At the Debtors' request, Justice Campbell of the Ontario Court
extends to June 15, 2007, the expiration of the stay enjoining
and restraining creditors and parties-in-interest from initiating
or continuing actions in any court or tribunal in Canada against
the Debtors or that affect the their ability to carry on their
business.

RSM Richter informed the Ontario Court that the Debtors have been
diligently pursuing restructuring initiatives and have been
acting in good faith.

The Court approves the activities and conduct of RSM Richter as
set forth in the Second Report.

          RSM Richter's Fees & Disbursements Request

RSM Richter sought and obtained the Ontario Court's approval of:

   (a) its fees and disbursements from Nov. 1, 2006, to Jan. 31,
       2007, for CDN$53,254 in connection with the Debtors'
       Chapter 11 cases; and

   (b) the fees and disbursements of its legal counsel, Fasken
       Martineau DuMoulin LLP, through Nov. 30, 2006, aggregating
       CDN$3,461.

                 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: Lease-Decision Period Extended to May 28
---------------------------------------------------------
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 time to assume, assume and assign or reject
unexpired leases of nonresidential property through and including
May 28, 2007, pursuant to Section 365(d)(4) of the Bankruptcy
Code.

Four months since their bankruptcy filing, the Debtors, together
with their advisors, have been focusing on a series of threshold
operational and legal issues that have required immediate
attention in advance of, and in some cases, concomitant with
developing their business plan, relates Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware.

The business plan development process is approaching completion
and will allow for meaningful negotiations with customers,
creditors and other constituencies to commence in earnest.
Finishing the business plan and making substantial progress in
the negotiations are necessary predicates for Debtors to develop,
and ultimately file, a realistic proposed Chapter 11 plan of
reorganization, Mr. Madron tells the Court.

With assistance from AlixPartners, LLP, the Debtors' bottom-up
operational analysis is nearing completion.  Upon completion, the
preliminary business plan will allow the Debtors to identify
where and to what extent they should maintain their manufacturing
footprint in North America.  Only then will the Debtors be able
to properly assess which of the approximately eleven real
Property Leases they wish to exit or maintain, Mr. Madron states.

Mr. Madron informs the Court that the Debtors have not yet
completed their analysis of the individual real property Leases
to determine whether efficiencies can be generated in connection
with their operational restructuring initiatives.

The requested time extension will enable the Debtors to continue
the process of restructuring their business operations in an
orderly manner, including the potential assumption or rejection
of certain Real Property Leases.  The extension will also afford
the Debtors the ability to determine if there are any cost-saving
opportunities that would enable the Debtors to increase overall
operational efficiency, thus resulting in an increase of the
Debtors' overall profitability, Mr. Madron asserts.

                 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: Banner & Witcoff Okayed as Special IP Counsel
--------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Dura Automotive Systems Inc. and
its debtor-affiliates to hire Banner & Witcoff, Ltd., as special
counsel in matters of intellectual property advice, protection and
enforcement, nunc pro tunc to Dec. 21, 2006.

David L. Harbert, Dura Automotive Systems, Inc.'s chief financial
officer, relates that since April 15, 1992, Banner & Witcoff
provided legal services to the Debtors primarily for the purpose
of filing and enforcing their patents and other intellectual
property.  During that time, on behalf of the Debtors, Banner &
Witcoff prepared and prosecuted numerous patents to issuance by
the United States Patent Office and has prosecuted issued or
still pending corresponding foreign patents.  In addition, Banner
represented the Debtors in a number of patent litigation matters.

Banner & Witcoff has also represented the Debtors in trademark
matters, including filing applications for new federal trademark
registrations, maintaining existing registrations and evaluating
possible trademark infringement actions against third parties,
Mr. Harbert informs the Court.

Banner & Witcoff has worked closely and continuously with the
Debtors' current in-house intellectual property counsel, Dean B.
Watson, Esq., and each of his two predecessors.  In the course of
that representation, Banner has become familiar with the Debtors,
their businesses, personnel and various intellectual property
practices and policies, including aspects of their corporate
structure and history.  Banner has also become familiar with many
of the Debtors' most important products and customers, in
addition to their financial situation and overall business
objectives.

According to Mr. Harbert, Banner & Witcoff represents the Debtors
in two significant ongoing patent enforcement projects:

   (a) the enforcement of at least two patents owned by the
       Debtors covering sliding window assemblies for motor
       vehicles against a competitor -- an urgent and significant
       action, and the most significant matter for which special
       counsel status is now sought; and

   (b) an ongoing evaluation of possible enforcement actions
       against infringers of the Debtors' trademark and other
       rights, including against importers, distributors and
       sellers of trailer couplers.

Banner & Witcoff also represents the Debtors in approximately
80 pending or planned patent applications, which includes
necessary corporate, commercial, intellectual property,
litigation, or trade-related legal services.

Mr. Harbert relates that the Debtors originally included Banner &
Witcoff in the list of ordinary course professionals submitted to
Court on Oct. 30, 2006.  Pursuant to the OCP Order dated Nov. 21,
2006, the fees paid to ordinary course professionals by the
Debtors may not exceed $25,000 per month on a average over a
rolling two-month period while the Chapter 11 cases are pending.

The Debtors expect that Banner & Witcoff's fees in relation to
the Slider Patent Enforcement Action and other intellectual
property matters will exceed the OCP Cap, thus, they are filing
the Application.

The Debtors sought to retain Banner & Witcoff to continue their
representation of the Debtors in the matters of intellectual
property, and to advise the Debtors and their boards of directors
with respect to those issues.

As special counsel, Banner & Witcoff will be involved in the
bankruptcy and reorganization issues as they relate to
intellectual property aspects of the Debtors' operations, but
will not serve as the primary bankruptcy and reorganization
counsel to the Debtors.

The Debtors maintain that Banner & Witcoff's services will
complement, rather than duplicate, those of their reorganization
co-counsel, Kirkland & Ellis LLP, and Richards, Layton & Finger,
P.A.

Banner & Witcoff will be paid on an hourly basis, plus
reimbursement of its actual, necessary expenses.

Banner & Witcoff's current hourly rates are:

         Professional                     Hourly Rate
         ------------                     -----------
         Partners                        $268 to $593
         Associates                      $210 to $265
         Para-professionals              $105 to $175
         Other professionals             $180 to $285

Frederic M. Meeker, Esq., a partner at Banner & Witcoff, attests
that his firm:

   (a) has not received any promises as to compensation in
       connection with the Debtors' Chapter 11 cases other than
       in accordance with the provisions of the Bankruptcy Code;

   (b) has no agreement with any other entity or person to share:

         * any compensation it has received or may receive for
           services rendered in connection with the cases; or

         * any compensation another entity or person has received
           or may receive for services rendered in connection
           with these Reorganization Cases.

                 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).


EASTMAN KODAK: Ends Membership in Better Business Bureau
--------------------------------------------------------
Eastman Kodak Co. resigned from the Council of Better Business
Bureaus after a prolonged dispute over its handling of customer
complaints about defective digital cameras, product warranties or
other issues, the Associated Press reports, citing the consumer
advocacy group.

According to AP, the council, the umbrella organization for the
Better Business Bureau system begun in 1912, counted Kodak among
its founding members in 1971.

The source cited the council as saying that Kodak has long refused
to accept or respond to consumer complaints submitted by the
Upstate New York Better Business Bureau, prompting expulsion
proceedings in December by the council's board.

                      Full Year 2006 Results

For the year ended Dec. 31, 2006, the company incurred net loss of
$601 million on net sales of $13,274 million compared to a net
loss of $1,261 million on net sales of $14,268 million for the
year ended Dec. 31, 2005.

According to the company, the favorable year-over-year change
reflects greatly improved operational performance in the company's
consumer digital, graphic communications, and film and
photofinishing businesses.  It also reflects a year-over-year
decrease in restructuring charges, reduced SG&A expenses and lower
tax valuation allowances versus the prior year, the company said.

The company's cash and cash equivalents decreased $196 million
from $1,665 million at Dec. 31, 2005, to $1,469 million at
Dec. 31, 2006.  The decrease resulted primarily from $947 million
of net cash used in financing activities, $225 million of net cash
used in investing activities, partially offset by $956 million of
net cash provided by operating activities.

                 Moody's Continues Ratings Review

In February 2007, Moody's Investors Service said it is continuing
its review on Eastman Kodak's ratings for possible downgrade
including Corporate Family Rating at B1, Senior Unsecured Rating
at B2, and Senior Secured Credit Facilities at Ba3.

The rating agency commented that its continuing review is focused
on not only the company's reported sale of the Kodak Health Group,
but also on the fundamental operating performance of the company.

Moody's said the review for possible downgrade continues to focus
on the potential KHG sale consummation, the application of KHG
sale proceeds toward debt reduction as well as other uses, Kodak's
prospects to grow earnings and cash flow, including the effects of
non-recurring licensing arrangements, and the company's management
of restructuring and KHG separation costs.

Regarding Kodak's 2006 results, Moody's believes that the
company's revenue, earnings, and cash flow remain challenged
relative to cross industry peers rated B1.

                      About Eastman Kodak Co.

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE: EK)
-- http://www.kodak.com/-- develops, manufactures, and markets
digital and traditional imaging products, services, and solutions
to consumers, businesses, the graphic communications market, the
entertainment industry, professionals, healthcare providers, and
other customers.


EDUCATE INC: Obtains Covenant Waiver from Bank Lenders
------------------------------------------------------
Educate, Inc. reported that on March 15, 2007, it obtained a
waiver from its bank syndicate for violations of certain financial
covenants within its term loan and revolving credit facility for
the Dec. 31, 2006 and Mar. 31, 2007 reporting periods.

As previously reported in the Troubled Company Reporter, Ernst &
Young LLP, expressed substantial doubt on the company's ability to
continue as a going concern citing that the company did not comply
with covenants of loan agreements with a syndicate of banks, and
that although the company obtained a waiver of these defaults as
of Dec. 31, 2006, it is likely that the company will need to
obtain additional waivers of these covenants in 2007 to avoid
triggering the debt's demand repayment provisions.

The company discloses that it has classified all of the
outstanding debt under the facility of $175.8 million as a current
liability in the consolidated balance sheet as of Dec. 31, 2006.

Management considered attempting to negotiate revised financial
covenants to allow for compliance in the June 30 and subsequent
quarterly reporting periods in 2007 based on projected operating
results.  However, because the company has entered into a
definitive merger agreement for the sale of the company and
expects to close that transaction by June 30, 2007, the company
determined that it was not prudent to negotiate new terms and
incur additional costs to amend its credit facility.

Instead the company chose to obtain a waiver for the December 2006
and March 2007 periods without negotiating amendments for future
periods since it expects to replace the existing credit facility
with new financing when the merger transaction closes.

                        Merger Agreement

On Jan. 28, 2007, the company entered into a definitive Agreement
and Plan of Merger with Edge Acquisition, LLC, a company
affiliated with Sterling Partners and Citigroup Private Equity,
and with Christopher Hoehn-Saric, Educate's Chairman and Chief
Executive Officer.

Under the terms of the Merger Agreement, Educate's stockholders
will receive $8.00 in cash for each share of Educate common stock
they own . Completion of the Merger is subject to customary
closing conditions, including, among others:

    * approval by Educate's stockholders, and

    * the absence of any order or injunction prohibiting the
      consummation of the Merger.

The company expects the Merger to close in the second quarter of
2007.

                            About Educate

Educate, Inc. (NASDAQ: EEEE) -- http://www.educate-inc.com/-- is
a leading pre-K-12 education company delivering supplemental
education services and products to students and their families.
Sylvan Learning, North America's best-known and most trusted
tutoring brand, operates the largest network of tutoring centers,
providing supplemental, remedial and enrichment instruction.
Catapult Learning, its school partnership business unit, is a
leading provider of educational services to public and non-public
schools.  Its Educate Products business delivers educational
products including the highly regarded Hooked on Phonics early
reading, math and study skills programs.  In its 25-year history,
Educate has provided trusted, personalized instruction to millions
of students improving their academic achievement and helping them
experience the joy of learning.


ENVIRONMENTAL CONTROL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Environmental Control, Inc.
        9951 West 190th Street, Suite E
        Mokena, IL 60448
        Tel: (914) 632-1815

Bankruptcy Case No.: 07-05346

Type of Business: The Debtor provides environmental conservation
                  and ecological services.

Chapter 11 Petition Date: March 26, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Arthur G. Simon, Esq.
                  Crane, Heyman, Simon, Welch & Clar
                  135 South Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Dept. of the Treasury, I.R.S.                          $567,817
Attention: S. Meteyka, Revenue Officer
3615 Park Drive, Building 6
Olympia Fields, IL 60461

Board of Trustees of the Pipe Fitters                  $474,082
Association, Local 597, Benefit Fund
45 North Ogden Avenue
Chicago, IL 60607

Peter Perella & Company                                 $60,922
600 Scott Street
Joliet, IL 60432

Johnson Pipe & Supply Company                           $56,934

Total Insulation                                        $44,969

Illinois Department Employment Security                 $43,178

Trane Parts Center of Chicago                           $29,920

Temperture Equipment Corporation                        $28,578

Illinois Department of Revenue                          $18,548
Bankruptcy Section Level 7-425

G.H.P. Systems, Inc.                                    $16,092

Johnson Controls                                        $15,652

Bornquist, Inc.                                         $15,013

Sheet Metal Werks                                       $13,802

York International Corporation                          $11,945

Hudson Boiler & Tank                                    $11,732

G.W. Berkheimer, Inc.                                   $10,420

Southside Control                                       $10,370

Dezurik Water Controls                                   $8,355

Wright Express Fleet Fueling                             $7,627

Hatchell & Associates                                    $7,569


FLORIDA HOUSING: Moody's Affirms Low-B Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Florida Housing Finance
Corporation Housing Revenue Bonds, Series 2000 D-1 at Ba2 and
Subordinate Series 2000 D-2 at Ba3.  The Series D-1 Bonds will
continue to maintain MBIA Bond Insurance and carry MBIA's current
financial strength rating of Aaa.  The outlook on the Bonds has
been revised to positive from negative.

The rating affirmation is based upon Moody's review of financial
statements for 2006 and occupancy reports from management.  The
affirmation reflects debt service coverage levels consistent with
Moody's benchmarks for the ratings.

The properties, which consist of three multi-family complexes
containing a total of 758 residential units known as Augustine
Club, Plantations at Killearn Apartments and Cypress Pointe, are
located in Tallahassee, Florida.

Augustine Club is a 222 unit multi-family rental property composed
of 13 buildings.  The property is situated on a 10 acre site and
was built in 1988.

Plantations at Killearn consists of 9 residential buildings
containing 184 units.  The property is located on a 10.22 acre
site and was built in 1991.

Cypress Pointe, which is situated on a 24.5 acre site, consists of
20 residential buildings containing 352 units.  The property is
both the oldest and the largest of the three and was built in
1986.

Legal security:

All Bonds are secured by revenues of the development as well as by
funds and investments pledged to the trustee as security for the
Bonds.

Strengths:

   * Revenues continue to generate enough funds for all expenses
     and debt service payments.

   * Debt service coverage of the senior (Series D-1) and
     subordinate debt (Series D-2) has increased.

Challenges:

   * Although debt service coverage of the senior and subordinate
     debt has increased, both fall short of the Moody's benchmarks
     for a rating level upgrade.

Recent developments:

The debt service coverage has shown a significant increase in the
last year and currently exceeds what was projected in the
transaction's original pro-forma underwriting, audited 2006
financials generated senior debt service coverage of 1.51x and the
subordinate coverage for 2006 is 1.35x.  Occupancy at the
developments was 90.3% respectively in December 2006.

What could change the rating -- up

Stabilization of occupancy and increase in debt service coverage.

What could change the rating -- down

A decline in occupancy and/or a decrease in debt service coverage.

Outlook:

The outlook for the bonds is positive.


GLOBAL HOME: Court OKs Sale of Anchor Hocking to Monomoy Capital
----------------------------------------------------------------
Global Home Products LLC has obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell the
glassware business of its affiliates, Anchor Hocking Operating
Company LLC and Anchor Hocking CG Operating Company LLC, to
Monomoy Capital Partners, Bill Rochelle of Bloomberg News reports.

Monomoy purchased the Anchor Hocking business for $75 million in
cash and $20 million in assumed debt at an auction held Friday
last week, Mr. Rochelle relates.

                        Previous Asset Sale

Last year, Global Home sold its WearEver cookware and bakeware
businesses to SEB, S.A. and Groupe SEB USA for approximately
$36.5 million.

The WearEver businesses were owned by Global Home's affiliates:
Mirro Acquisition Inc., Mirro PuertoRico Inc., and Mirro Operating
Company LLC.

Global Home also sold its picture framing business to Gibson Inc.
for $33.5 million.  The business was owned by Global Home
affiliates Burnes Acquisition Inc., Intercraft Company, Burnes
Puerto Rico Inc., Picture LLC, and Burnes Operating Company LLC.

                  Plan Filing Expected Next Week

As reported in the Troubled Company Reporter on Jan. 29, 2007, the
Hon. Kevin Gross extended, until Apr. 5, 2007, the Debtors'
exclusive period to file a chapter 11 plan of reorganization.

The Court also extended, until June 6, 2007, their exclusive
period to solicit acceptances of that plan.

The Debtors sought the extension to facilitate the sale of Anchor
Hocking, their only remaining operating business group.

According to the Debtors, they are continuing their analysis and
litigation of administrative and reclamation claims asserted by a
number of claimants and they have also rejected a number of
burdensome leases and executory contracts, which included their
former headquarters' lease in Westerville, Ohio.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Bruce
Buechler,Esq., at Lowenstein Sandler, P.C., and David M. Fournier,
Esq., at Pepper Hamilton LLP represent the Official Committee of
Unsecured Creditors.  Huron Consulting Group LLC gives financial
advice to the Committee.  Adam L. Dunayer, Houlihan Likey Howard &
Zukin Capital Inc. acted as the Debtors Investment Bankers.
When the company filed for protection from their creditors, they
estimated assets between $50 million and $100 million and
estimated debts of more than $100 million.


GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Goodyear
Tire & Rubber Co. to positive from stable, reflecting the
company's report on March 23 that it has agreed to sell its
Engineered Products business for almost $1.48 billion and Standard
& Poor's expectation that Goodyear will apply a significant amount
of the proceeds to repay debt.  Goodyear's financial profile will
improve from debt reduction, and a modest upgrade could occur if
profitability and cash generation in the company's North American
tire business strengthens.

In addition, Standard & Poor's affirmed its 'B+' long-term and
'B-2' short-term corporate credit ratings and other ratings on
Goodyear.  In 2007, Goodyear had around $3 billion of cash,
adjusting year-end cash for the revolving credit borrowings repaid
in early January.

"The prospective benefits of the reduction in debt and debt-like
obligations are significant.  These debt reductions, combined with
improved performance in North American tire operations could lead
to an upgrade," said Standard & Poor's credit analyst Robert
Schulz.

"But, because of the need to recover from the strike impact, the
first part of 2007 will require the use of cash in North American
operations.  Still, Goodyear's credit profile is expected to
demonstrate improvement in 2007," Mr. Schulz continued.

The outlook could be revised back to stable or to negative if
earnings and cash flow weaken because of soft demand, or if
improvements in North America reverse, notwithstanding recent
progress on financial obligations, including pension liabilities.


HALO TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $6.2 Million
------------------------------------------------------------------
HALO Technology Holdings Inc.'s balance sheet at Dec. 31, 2006,
showed $52.1 million in total assets, $50.6 million in total
liabilities, and $7.7 million in redeemable preferred stock,
resulting in a $6.2 million stockholders' deficit.

The Dec. 31 balance sheet also showed strained liquidity
with $4.9 million in total current assets available to pay
$29.4 million in total current liabilities.

For fiscal 2007 second quarter ended Dec. 31, 2006, the company
reported revenue of $6.8 million, an increase of $4.3 million over
the $2.5 million reported in the second quarter of fiscal 2006.

Results for the current quarter reflect these acquisitions:

   -- Tesseract, DAVID Corporation, Process Software, and
      ProfitKey International, all of which were acquired on
      Oct. 26, 2005;

   -- Empagio, Inc, which was acquired on Jan. 13, 2006;

   -- Executive Consultants, Inc., acquired on March 1, 2006;

   -- Tenebril, purchased on Aug. 24, 2006; and

   -- RevCast, acquired Sept. 15, 2006.

The company reported a $4.5 million net loss for fiscal 2007
second quarter ended Dec. 31, 2006, compared with $2.3 million of
net income in the prior year period.

"We made considerable progress strengthening HALO's balance sheet
this quarter," Chairman and Chief Executive Officer Ron Bienvenu
stated.

"After selling Gupta to Unify on Nov. 20, [2006] we utilized a
portion of the $6.1 million in cash received to prepay
$4.6 million of debt as part of an agreement with Fortress Credit
Corp.

"We also renegotiated the terms of the remaining debt and will pay
an additional $2 million in three installments during the third
fiscal quarter of 2007, the first of which was completed in
January.

"These transactions, combined with the issuance of subordinated
debt, have allowed the company to move forward with its strategic
plans, and we are pleased with the progress being made by our
portfolio companies on an operational front.

"In particular, we remain confident that the recent acquisitions
of IRM, Tenebril and RevCast will spur meaningful revenue and
EBITDA growth at DAVID, Process and Kenosia, respectively.

"IRM has already proven to be a great complement to our DAVID
platform, having closed its first new sale earlier this month.

"We have continued to cut costs at the HALO level and remain
focused on stabilizing the balance sheet by monetizing assets and
restructuring our debt obligations.  The company anticipates
further growth in our core operations and improving margins during
the remainder of fiscal 2007."

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1c35

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Halo Technology Holdings, Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2006, and 2005.  The auditor pointed to the company's recurring
operating losses and working capital deficiency.

                       About Halo Technology

Greenwich, Conn.-based Halo Technology Holdings, Inc. (OTCBB:
HTHO) -- http://www.haloholdings.com/-- fka Warp Technology
Holdings, Inc., is a holding company whose subsidiaries operate
enterprise software and information technology businesses.  Halo's
existing subsidiaries are Gupta Technologies, LLC; Warp Solutions,
Inc.; Kenosia Corporation; Tesseract Corporation; DAVID
Corporation; Process Software; ProfitKey International; Empagio;
and ECI.


HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit to 'BB' from 'BB-', on aerospace supplier
Hexcel Corp.  The outlook is stable.  About $410 million of debt
is outstanding.

"The upgrade is based on improving credit protection measures,
with further gains expected, as Hexcel benefits from a generally
favorable industry environment, lower debt, and increasing
operating efficiency," said Standard & Poor's credit analyst Roman
Szuper.

The ratings on Stamford, Connecticut-based Hexcel reflect
participation in the cyclical and competitive commercial aerospace
industry and a somewhat aggressive, but improving, financial
profile.  The company is the world's largest manufacturer of
advanced structural materials, such as lightweight,
high-performance carbon fibers, structural fabrics, and composite
materials for the commercial aerospace, defense and space, and
industrial sectors.

Hexcel's largest market, commercial aerospace (52% of 2006
revenues), continues to recover, following a severe downturn in
the 2001-2003 period.  Deliveries of jetliners increased
considerably in 2006, with higher volumes planned for 2007 and
2008.  Although production delays of Airbus' A380 double-decker
aircraft will constrain segment growth in the near term, revenues
could still be up modestly in 2007 on higher build rates of other
airplanes.  Hexcel will not be providing the composites for the
primary structures for Boeing's new 787 aircraft, but other
composite parts, such as those for secondary structures, the
interior, the engines, and nacelles for the 787 and other
airplanes should provide significant revenues in the long term.

Generally favorable conditions in core markets, lower debt levels,
and ongoing gains in operating efficiency should sustain a
financial profile appropriate for the rating in the intermediate
term.  An outlook revision to positive or negative is not likely,
at least in the near term, following this upgrade.


INSIGHT HEALTH: Dec. 31 Balance Sheet Upside-Down by $198 Million
-----------------------------------------------------------------
InSight Health Services Holdings Corp.'s balance sheet at Dec. 31,
2006, showed $354,548,000 in total assets and $503,827,000 in
total liabilities, resulting in a $198,038,000 stockholders'
deficit.

The company's total accumulated deficit at Dec. 31, 2006, stood at
$285,258,000, compared with $229,580,000 in accumulated deficit at
June 30, 2006.

For the fiscal second quarter ended Dec. 31, 2006, the company
reported a $43,546,000 net loss on $71,966,000 of total revenues,
compared with a $9,819,000 net loss on $75,639,000 in total
revenues in the prior year period.

Revenues decreased approximately 4.8%.  This decrease was due to
lower revenues from the company's fixed operations and from its
mobile operations.  Revenues from its fixed and mobile operations
represented approximately 63% and 37%, respectively, of the
company's total revenues for the three months ended Dec. 31, 2006.

Revenues from its fixed operations decreased approximately 4.9%
from approximately $47.4 million for the three months ended
December 31, 2005, to approximately $45.1 million for the three
months ended December 31, 2006.

The decrease in its fixed operations revenue was due primarily to:

   (1) lower revenues from our existing fixed-site centers, and

   (2) loss of revenues from the centers it closed during fiscal
       2007 and 2006,

partially offset by:

   (1) higher revenues from changes in payment arrangements with
       certain radiologists, and

   (2) revenues from a fixed-site center it purchased during the
       third quarter of fiscal 2006.

Revenues from its existing fixed-site centers decreased because
of:

   (1) lower procedure volume (approximately 2%) as a result of
       the negative trends, and

   (2) a decline in its average reimbursement from payors
       (approximately 5%).

The decrease in its mobile operations revenue was primarily due to
lower revenues from its existing mobile facilities.  Revenues from
its existing mobile facilities decreased because of lower MRI and
lithotripsy revenues, partially offset by higher PET and PET/CT
revenues due to an increase in the number of PET/CT facilities in
service during the three months ended Dec. 31, 2006.  Revenues
have been and will continue to be adversely affected by negative
trends.

Approximately 55% of its total revenues were generated from
patient services revenues for the three months ended Dec. 31,
2006.  All patient services revenues were earned from its fixed
operations for the three months ended Dec. 31, 2006.

Approximately 45% of its total revenues for the three months ended
Dec. 31, 2006, were generated from contract services revenues.
Contract services revenues for fixed and mobile operations
represented approximately 16% and 84%, respectively, of total
contract services revenues for the three months ended Dec. 31,
2006.

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1c39

           About InSight Health Services Holdings Corp.

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


INTERTAPE POLYMER: Moody's Junks Senior Subordinated Bonds' Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the long-term and corporate
family ratings of IPG (US) Inc. as well as the senior subordinated
notes of Intertape Polymer US Inc.  The outlook is negative.

The rating action reflects the company's weak financial
performance in 2006 and concern over its ability to meaningfully
improve credit metrics over the intermediate term.  The negative
outlook reflects the limited room under financial covenants in its
secured facilities and the lack of definitive information with
respect to the CEO succession plan or the outcome of the Board's
review process concerning various strategic and financial
alternatives.  Moody's believes that on-going cost reductions
should partially offset any potential volume losses in 2007, but
the company's liquidity position will not likely improve.  As a
result, IPG's speculative grade liquidity rating was affirmed at
SGL-4.

Downgrades:

   * IPG (US) Inc.

      -- Corporate Family Rating, Downgraded to B3 from B2

      -- Senior Secured Bank Credit Facility, Downgraded to B1
         from Ba3

   * Intertape Polymer US Inc.

      -- Senior Subordinated Regular Bond, Downgraded to
         Caa2 from Caa1

Outlook Actions:

   * IPG (US) Inc.

      -- Outlook, Changed To Negative From Rating Under Review

   * Intertape Polymer US Inc.

      -- Outlook, Changed To Negative From Rating Under Review

Significant volume declines in recent periods have negatively
affected IPG's gross margins.  The North American housing
construction slowdown, customer rationalization, and declining
prices for both tapes and films products have reduced margins.

In order to mitigate the margin compression, IPG previously
reported manufacturing facility closures and other restructuring
actions to generate annual savings of approximately $28 million.
Approximately $4 million of these savings have already been
realized in the third and fourth quarter of 2006 as the company
continues to re-align its cost structure with product demands.
Even with this progress, however, Moody's believes that in an
event of an economic slowdown competitive pressures could
significantly reduce the company's free cash flow position.

In addition to operating performance, Moody's clarified the
company's liquidity position, which weakened in 2006 because of
the need to renegotiate financial covenants.  In November of 2006,
IPG amended its credit facilities to exclude recent restructuring
charges and goodwill impairment charges from its covenant
calculations.

In addition, the amendment loosened future interest coverage,
leverage, and fixed charge covenants for up to two years.  Over
the next 12 months, Moody's anticipates that covenants and
revolver availability will remain tight, resulting in possible
restrictions. IPG was able to improve liquidity by approximately
$44 million in 2006 (while funding capital expenditures of
approximately $27 million and restructuring costs of approximately
$20 million) by reducing the amount of working capital employed in
the business; however Moody's does not anticipate meaningfully
working capital reduction to continue.

As a result, Moody's believes that the company may utilize its
bank revolver to help support operational needs.  Based on the
aforementioned, IPG's speculative grade liquidity rating was
affirmed at SGL-4.

Moody's believes a further deterioration in operating performance
(operating margins of less than 3%) or credit metrics (negative
free cash flow) due to additional declines in product demand, or
other operational issues, an increase in leverage to improve
shareholder value, or the inability to remain in compliance with
the financial covenants under its secured facilities could result
in a further downgrade of the ratings.  Based on the company's
recent operating trends, management will need to continue
executing cost savings initiatives to improve profitability over
the near term.

The most recent prior rating action for IPG occurred on
Oct. 6, 2006.  Moody's downgraded the company's long-term debt and
corporate family ratings and placed these ratings under review for
possible further downgrade as a result of the company's report
that highlighted:

   * the Board's evaluation of various strategic and financial
     alternatives available to enhance shareholder value;

   * the significant decrease in third quarter revenues; and

   * the potential need to renegotiate covenants.

Moody's lowered IPG's speculative grade liquidity rating to SGL-4
from SGL-3 due to concerns over the company's compliance with the
covenants under its bank credit facility.

Intertape Polymer Group, Inc., a parent company of IPG and
Intertape Polymer US Inc., headquartered in Montreal, Quebec,
Canada, and with executive offices located in Sarasota/Bradenton,
Florida, develops, manufactures and sells specialized polyolefin
plastic and paper based packaging products and complementary
packaging systems for industrial and retail use.


IPG US: Moody's Lowers Senior Debt & Corporate Family Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term and corporate
family ratings of IPG (US) Inc. as well as the senior subordinated
notes of Intertape Polymer US Inc.  The outlook is negative.

The rating action reflects the company's weak financial
performance in 2006 and concern over its ability to meaningfully
improve credit metrics over the intermediate term.  The negative
outlook reflects the limited room under financial covenants in its
secured facilities and the lack of definitive information with
respect to the CEO succession plan or the outcome of the Board's
review process concerning various strategic and financial
alternatives.  Moody's believes that on-going cost reductions
should partially offset any potential volume losses in 2007, but
the company's liquidity position will not likely improve.  As a
result, IPG's speculative grade liquidity rating was affirmed at
SGL-4.

Downgrades:

   * IPG (US) Inc.

      -- Corporate Family Rating, Downgraded to B3 from B2

      -- Senior Secured Bank Credit Facility, Downgraded to B1
         from Ba3

   * Intertape Polymer US Inc.

      -- Senior Subordinated Regular Bond, Downgraded to
         Caa2 from Caa1

Outlook Actions:

   * IPG (US) Inc.

      -- Outlook, Changed To Negative From Rating Under Review

   * Intertape Polymer US Inc.

      -- Outlook, Changed To Negative From Rating Under Review

Significant volume declines in recent periods have negatively
affected IPG's gross margins.  The North American housing
construction slowdown, customer rationalization, and declining
prices for both tapes and films products have reduced margins.

In order to mitigate the margin compression, IPG previously
reported manufacturing facility closures and other restructuring
actions to generate annual savings of approximately $28 million.
Approximately $4 million of these savings have already been
realized in the third and fourth quarter of 2006 as the company
continues to re-align its cost structure with product demands.
Even with this progress, however, Moody's believes that in an
event of an economic slowdown competitive pressures could
significantly reduce the company's free cash flow position.

In addition to operating performance, Moody's clarified the
company's liquidity position, which weakened in 2006 because of
the need to renegotiate financial covenants.  In November of 2006,
IPG amended its credit facilities to exclude recent restructuring
charges and goodwill impairment charges from its covenant
calculations.

In addition, the amendment loosened future interest coverage,
leverage, and fixed charge covenants for up to two years.  Over
the next 12 months, Moody's anticipates that covenants and
revolver availability will remain tight, resulting in possible
restrictions. IPG was able to improve liquidity by approximately
$44 million in 2006 (while funding capital expenditures of
approximately $27 million and restructuring costs of approximately
$20 million) by reducing the amount of working capital employed in
the business; however Moody's does not anticipate meaningfully
working capital reduction to continue.

As a result, Moody's believes that the company may utilize its
bank revolver to help support operational needs.  Based on the
aforementioned, IPG's speculative grade liquidity rating was
affirmed at SGL-4.

Moody's believes a further deterioration in operating performance
(operating margins of less than 3%) or credit metrics (negative
free cash flow) due to additional declines in product demand, or
other operational issues, an increase in leverage to improve
shareholder value, or the inability to remain in compliance with
the financial covenants under its secured facilities could result
in a further downgrade of the ratings.  Based on the company's
recent operating trends, management will need to continue
executing cost savings initiatives to improve profitability over
the near term.

The most recent prior rating action for IPG occurred on
Oct. 6, 2006.  Moody's downgraded the company's long-term debt and
corporate family ratings and placed these ratings under review for
possible further downgrade as a result of the company's report
that highlighted:

   * the Board's evaluation of various strategic and financial
     alternatives available to enhance shareholder value;

   * the significant decrease in third quarter revenues; and

   * the potential need to renegotiate covenants.

Moody's lowered IPG's speculative grade liquidity rating to SGL-4
from SGL-3 due to concerns over the company's compliance with the
covenants under its bank credit facility.

Intertape Polymer Group, Inc., a parent company of IPG and
Intertape Polymer US Inc., headquartered in Montreal, Quebec,
Canada, and with executive offices located in Sarasota/Bradenton,
Florida, develops, manufactures and sells specialized polyolefin
plastic and paper based packaging products and complementary
packaging systems for industrial and retail use.


IVI COMMUNICATIONS: Fiscal Third Qtr. Net Loss Lowers to $493,379
-----------------------------------------------------------------
IVI Communications, Inc., reported a $493,379 net loss on $584,586
of operating revenues for the fiscal third quarter ended Dec. 31,
2006, compared with a $1,953,170 net loss on $633,350 of operating
revenues in the prior year period.

The decrease in revenue due to a decrease in equipment sales and a
decrease in corporate consulting services, offset by an increase
in internet services provided by AppState.net and sales of
internet services for Futura, Inc.

At Dec. 31, 2006, the company's balance sheet showed $4,805,114 in
total assets and $5,702,394 in total liabilities, resulting in an
$897,280 stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $604,247 in total current assets available to pay $4,686,890
in total current liabilities.

Full-text copies of the company's fiscal third quarter financials
are available for free at http://ResearchArchives.com/t/s?1c38

                        Going Concern Doubt

Bagel, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey,
raised substantial doubt about IVI Communications Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Mar. 31,
2006.  The auditor pointed to the company's operating losses and
capital deficits.

                     About IVI Communications

IVI Communications, Inc. -- http://www.ivn.net/-- acquires,
consolidates and profitably operates locally branded Internet
sevice providers SPs to offer state of the art dialup and fixed
wireless broadband Internet access and other services such as VoIP
Internet Telephony to residential and business customers.

IVI has three wholly owned subsidiaries, Internet Business
Consulting, Inc., Futura, Inc., and AppState.Net.  IBC is a VoIP
services provider and a source of turnkey wireless networks that
has the expertise required to engineer, install, and support
wireless applications and solutions.  Futura, founded in September
1995, is a regional Internet Service Provider serving dialup, DSL
and VoIP in communities surrounding Little Rock, Arkansas.
AppState.net is an Internet Service Provider founded in July 1999
providing wireless and dialup Internet access to the Appalachian
State University in Boone, N.C.


KANSAS CITY MALL: Bankruptcy Filing Delays Likely Demolition
------------------------------------------------------------
Kansas City Mall Associates, Inc.'s bankruptcy filing has managed
to delay a proposed demolition of its Indian Springs Shopping
Center, nka Park West Business Center, the Kansas City Business
Journal reports.

The demolition was proposed by the Unified Government of Wyandotte
County/Kansas City, Kansas, which in November, had declared the
area blighted.

Citing Joe Vaught, president of the Vaught Group, the company's
commercial real estate agent, the Business Journal relates that
the Unified Government isn't entitled to condemn the property.
"We want to protect the property by slowing down the eminent
domain clock," Mr. Vaught added.

The Business Journal quotes Mike Taylor, a Unified Government
spokesman, as saying that the bankruptcy filing will complicate
the government's purchase efforts but won't stop them.  "We are
going to pursue the redevelopment," Mr. Taylor added.

A copy of the Debtor's case summary was published in Monday's
Troubled Company Reporter.

Kansas City Mall Associates, Inc., filed for chapter 11 protection
on March 22, 2007 (Bankr. D. Kans. Case No. 07-20581).  Carl R.
Clark, Esq., at Lentz & Clark, P.A., represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


KAR HOLDINGS: S&P Rates Proposed $1.79 Bil. Senior Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to newly formed KAR Holdings Inc., which is created
to acquire the operations of ADESA Inc. and Insurance Auto
Auctions Inc.

In addition, Standard & Poor's assigned its loan and recovery
ratings to KAR's proposed $1.79 billion senior secured credit
facility.  The facility is rated 'B', one notch higher than the
corporate credit rating, and a recovery rating of '1', indicating
a strong expectation for full recovery of principal in event of
default or bankruptcy.

Kelso & Company, Goldman Sachs Capital Partners, ValueAct Capital,
and Parthenon Capital will control privately-held KAR. The outlook
on Carmel, Ind.-based KAR is positive.

At the same time, Standard & Poor's lowered the corporate credit
ratings on ADESA Inc. to 'B-' from 'BB' and on IAAI to 'B-' from
'B'.  All ratings of both companies were removed from CreditWatch
where they were placed on Dec. 26, 2006, when the proposed merger
and buyout of the two companies by private equity interests was
announced.  The outlook on both ADESA and IAAI is stable.

Standard & Poor's expects to withdraw the corporate credit ratings
on ADESA and IAAI when the KAR transaction closes in late April.

Standard & Poor's affirmed the ratings on ADESA's $500 million
senior secured bank loan and its $125 million 7.6% senior
subordinated notes, as well as those on IAAI's $280 million senior
secured bank loan and its $150 million 11% senior notes.

Standard & Poor's expects to withdraw these ratings when the
merger transaction closes, because proceeds from the proposed and
fully underwritten KAR debt, a new equity contribution, and excess
cash will be used to repay all existing debt including accrued
interest and associated breakage costs at ADESA and IAAI.
Shareholder votes to approve the transaction are pending.

KAR will be the holding company for: ADESA Whole Car, which
conducts used-car wholesale auctions and performs various
ancillary pre-auction and post-auction services in North America
and Canada; and IAAI Salvage, which operates salvage vehicle
auctions in North America.

The company's financing subsidiary, Automotive Finance Corp.,
provides inventory financing to independent used-car dealers that
purchase vehicles from auctions and other sources.  Pro forma
total debt outstanding at close of the transaction will be
$2.6 billion, including the senior credit facilities and
$1.1 billion of junior debt.  The equity sponsors will invest
$790 million of cash common equity.


KB HOME: Earns $27.5 Million in First Quarter Ended February 28
---------------------------------------------------------------
KB Home reported net income of $27.5 million in the first quarter
ended Feb. 28, 2007, down from net income of $173.3 million in the
prior year's first quarter.  Consolidated revenues totaled
$1.77 billion in the first quarter of 2007, down 19% from
$2.19 billion in the same quarter of 2006, reflecting a 16%
decrease in unit deliveries and a 5% decline in the average
selling price.

The company delivered 6,655 homes at an average selling price of
$261,400 in the first quarter of 2007 compared to 7,905 homes at
an average selling price of $276,200 in the first quarter of 2006.
Despite challenging market conditions, the company ended its 2007
first quarter in a strong financial position with $327.9 million
in cash from construction operations and no borrowings outstanding
under its $1.5 billion revolving credit facility.  The company's
ratio of debt to total capital, net of construction cash, improved
to 49% at Feb. 28, 2007 from 52% at Feb. 28, 2006.  Company-wide
first quarter net orders decreased 12% to 7,677 in 2007 from 8,719
in 2006 with most of the decline occurring in the company's
Southwest and Central regions.  First quarter net orders in the
company's West Coast and France regions increased year-over-year,
while in the Southeast region net orders were essentially flat.
The company's cancellation rate improved sharply in the first
quarter of 2007 to 31% compared to 48% in fourth quarter of 2006
and 53% in the third quarter of 2006.

Backlog at Feb. 28, 2007 totaled 18,406 units, representing
potential future housing revenues of approximately $4.78 billion.
Backlog levels declined 31% and 34%, respectively, from the
company's 26,536 backlog units and $7.24 billion in backlog value,
which were at record first quarter levels, at Feb. 28, 2006.
These year-over-year decreases were largely unchanged from year-
end 2006 levels.

"Our 2007 first quarter results reflect the sharp downturn in the
housing market that began in 2006 and that continues to pressure
the sales and profit margins of domestic homebuilders today," said
Jeffrey Mezger, president and chief executive officer.  "We
entered 2007 with a backlog substantially lower than the year-
earlier level and consequently delivered fewer homes in the first
quarter than in the same period of 2006.  In addition, profit
margins on our 2007 first quarter deliveries were constricted due
to the persistent imbalance in housing supply and demand that is
fueling intense competition and pricing pressure among
homebuilders and other participants in the new home and resale
markets.  We believe these conditions will likely continue for at
least the remainder of 2007, reducing our quarterly and full-year
revenues and earnings compared to 2006 results."

Company-wide revenues for the quarter ended Feb. 28, 2007, totaled
$1.77 billion, down 19% from $2.19 billion for the same quarter of
2006, largely due to lower housing revenues, which fell 20% to
$1.74 billion from $2.18 billion.

Construction operating income in the 2007 first quarter decreased
84% to $44.1 million from $273.3 million in the first quarter of
2006.  The company's 2007 first quarter construction operating
margin declined to 2.5% from 12.5% in the year-earlier quarter, as
the housing gross margin decreased 8.3 percentage points to 17.7%
from 26.0%.

"Amid persistently challenging market conditions, we remain
sharply focused on the disciplines of our operating model," said
Mezger.  "In particular, we are exercising extreme caution with
regard to land purchases, land development phasing and asset
management as we believe current housing prices do not fully
reflect moderating demand for new homes.  More broadly, as we
navigate the uncertainties of today's housing market, we are
focused on our build-to-order operating model while maintaining a
strong financial position and the liquidity to act on the new
opportunities we expect will arise as the industry's favorable
long-term fundamentals help to provide greater stability."

"Despite the recent improvement in our first quarter net order
experience and a lower cancellation rate, these trends should be
viewed with caution," said Mezger.  "Having now entered the spring
selling season, we continue to observe instability in the
marketplace.  Moreover, recent problems in the subprime mortgage
market combined with tightening credit requirements could
exacerbate the already difficult conditions in the homebuilding
industry.  The rise in delinquency and foreclosure rates may
increase the supply of homes on the market, generating additional
downward pressure on prices.  Under these conditions, it is hard
to predict when the housing markets will stabilize.  However, we
believe that our build-to-order operating model with limited
speculative production and the knowledge and experience we have
gained from more than five decades of homebuilding will help us to
continue to execute through these challenging times and put us in
a position to capitalize on the housing market's eventual
recovery."

                          About KB Home

Los Angeles-based KB Home (NYSE: KBH) -- http://www.kbhome.com/--
is a homebuilder with domestic operating divisions in some of the
fastest-growing regions and states: West Coast-California;
Southwest-Arizona, Nevada and New Mexico; Central-Colorado,
Illinois, Indiana and Texas; and Southeast-Florida, Georgia, North
Carolina and South Carolina.  Kaufman & Broad S.A., the company's
publicly traded French subsidiary, is a homebuilding company in
France.  It also operates KB Home Mortgage Company, a full-service
mortgage company for the convenience of its buyers.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Fitch Ratings affirmed KB Home's Issuer Default at 'BB+';
Senior unsecured debt at 'BB+'; and Senior subordinated debt at
'BB-'.


KESSLER HOSPITAL: Court Approves Wm. Comly & Son as Appraiser
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
William B. Kessler Memorial Hospital Inc. permission to employ
Wm. F. Comly & Son Inc., as its appraiser.

The firm is expected to appraise the value of its hospital
equipment located at 600 South White Horse Pike in Hammonton, New
Jersey.

The firm will charge the Debtor $6,000 for this engagement and
$175 per hour for other services.

To the best of the Debtor'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.

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  Albert A. Ciardi, III, Esq., at Ciardi & Ciardi,
P.C., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


LEAR CORP: Pzena Presents Objections to Lear-AREP Merger Deal
-------------------------------------------------------------
Pzena Investment Management LLC, a major shareholder in Lear
Corp., has made public a letter sent to shareholder advisory firms
outlining the investment firm's objections to Lear's deal to be
acquired by American Real Estate Partners L.P., Terry Kosdrosky of
The Wall Street Journal reports.

As reported in the Troubled Company Reporter on Feb. 12, 2007,
Lear and AREP, an affiliate of Carl C. Icahn, entered into an
agreement for Lear to be acquired by AREP, in a transaction valued
at approximately $5.3 billion, including the assumption of debt.
Under the terms of the agreement, Lear shareholders would receive
$36.00 per share in cash.  Closing is expected to occur by the end
of the second quarter of 2007.

Under the terms of the agreement, Lear may solicit alternative
proposals from third parties for a period of 45 days from the
execution of the agreement and intends to consider any such
proposals with the assistance of its independent advisors.  In
addition, Lear may, at any time, subject to the terms of the
merger agreement, respond to unsolicited proposals.  If Lear
accepts a superior proposal, a break-up fee would be payable to
AREP.

According to WSJ, no other offer for the company has been
disclosed during the 45-day solicitation period for alternative
proposals.

                        Pzena's Objection

Pzena said in a letter filed with the Securities & Exchange
Commission and cited by WSJ that the $36 per share offering price
by AREP "is far below the fair value of the company," compared to
the investment firm's previous approximation that the company is
worth between $55 and $60 a share.

WSJ relates that the firm, which owns about a 10% stake in Lear,
is urging shareholders to vote against the Icahn proposal.

The Journal says that Pzena further objected by stating that
that the deal, as structured, not only undervalues Lear's future
earnings potential but includes management conflicts and
discourages other offers with high breakup fees.

The letter, WSJ notes, points out that Lear's top executives get
guaranteed contracts and bonuses, stock options immediately vest
and a portion of retirement benefits are paid early.

                Rating Agencies Warn Lower Ratings

Following Lear's announcement of its merger deal with AREP,
Standard & Poor's Ratings Services lowered its corporate credit
rating on the company to 'B' from 'B+' and placed its ratings on
CreditWatch with negative implications.

"The downgrade reflects our expectation that the transaction will
result in an increase in debt at Lear," said Standard & Poor's
credit analyst Robert Schulz.

Additionally, Moody's Investors Service placed Lear's corporate
family rating at B2, under review for possible downgrade.  The
company's speculative grade liquidity rating of SGL-2 was
affirmed.

Further, Fitch Ratings placed Lear's 'B' Issuer Default Rating
and 'B/RR4' Senior Unsecured Debt Rating on rating watch negative.

                         Class Action Suit

Lear is facing six purported class actions filed by certain
shareholders seeking to block the merger deal.

Three of the lawsuits were filed in the Delaware Court of
Chancery and have since been consolidated into a single action.
Another three were filed in Michigan Circuit Court.

The class action complaints, which are substantially similar,
generally allege that the Agreement and Plan of Merger unfairly
limits the process of selling Lear and that certain members of
the company's board of directors have breached their fiduciary
duties in connection with the Merger Agreement and have acted
with conflicts of interest in approving the Merger Agreement.

The lawsuits seek to enjoin the merger, to invalidate the Merger
Agreement and to enjoin the operation of certain provisions of
the Merger Agreement, a declaration that certain members of the
company's Board of Directors breached their fiduciary duties in
approving the Merger Agreement and an award of unspecified
damages or rescission in the event that the proposed merger with
AREP is completed.

                           2006 Results

Lear's net loss for the year ended Dec. 31, 2006, decreased to
$707.5 million from $1,381.5 million in the year ended Dec. 31,
2005, reflecting loss on divestiture of the company's interior
business of $636 million in 2006 and goodwill impairment charges
of $1.0 billion in 2005.

Net sales for the year ended Dec. 31, 2006, increased by 4.4%, or
$750 million, to $17,838.9 million from $17,089.2 million in 2005.
New business favorably impacted net sales by $1.9 billion.  The
increase was partially offset by the impact of unfavorable vehicle
platform mix and lower industry production volumes primarily in
North America, which reduced net sales by $1.2 billion.

The company's balance sheet at Dec. 31, 2006, showed total assets
of $7,850.5 million, total liabilities of $7,248.5 million, and
total stockholders' equity of $602.0 million.  Lear's total
stockholders' equity at Dec. 31, 2005, was $1,111.0 million.

                         About Lear Corp.

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.


LEHMAN XS: Moody's Rates Class A-4 Notes at B2
----------------------------------------------
Moody's Investors Service has assigned the ratings of A3 to the
Class A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3
notes, and B2 to the Class A-4 notes issued by Lehman XS NIM 1
Company 2007-GPM1.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate,
negatively amortizing mortgage loans: GreenPoint Mortgage Funding
Trust, Mortgage Pass-Through Certificates, Series 2007-AR1.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pools.
Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the rating actions:

   * Lehman XS NIM 1 Company 2007-GPM1

      -- Class A-1, Assigned A3
      -- Class A-2, Assigned Baa3
      -- Class A-3, Assigned Ba3
      -- Class A-4, Assigned B2


LEINER HEALTH: Moody's Puts Ratings Under Review & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed all long-term debt ratings of
Leiner Health Products, Inc. under review for possible downgrade,
including the Ba3 bank loan and the Caa1 senior subordinated
notes.

The review for downgrade is prompted by the company's decision to
voluntarily suspend production of all over-the-counter medications
after a FDA inspection noted deficiencies in proper manufacturing
practices at one of Leiner's manufacturing facilities.  Given that
U.S. sales of OTC medications comprise around 25% of total
revenue, the potential that lost sales will meaningfully impact
cash flow and credit metrics concerns Moody's.

Ratings under review for possible downgrade:

   * $50.0 million secured revolving credit facility rating of Ba3
     LGD 3, 30%

   * $235.8 million secured term loan rating of Ba3, LGD3, 30%;

   * $150.0 million 11% senior subordinated notes rating of Caa1
     LGD5, 83%;

   * Corporate family rating of B2; and

   * Probability-of-default rating of B2.

The Speculative Grade Liquidity rating is affirmed at SGL-3;

The review of the long-term ratings will consider the short-term
impact on free cash flow and credit metrics while the company is
restoring U.S. OTC production.

Moody's anticipates that bringing the company's OTC manufacturing
processes into regulatory compliance will require incremental
costs and investment.  Moody's also will consider possible
longer-term impact if customers diversify their private-label
sourcing of vitamins and OTC medications away from Leiner.
In particular, Leiner is a major supplier of private-label over-
the-counter medications to large retailers.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
opinion that operating cash flow will modestly cover fixed asset
and working capital investment, as well as mandatory debt service,
if the loss of OTC revenue is not long-lasting.  Moody's will
continue to evaluate whether cash of $11 million and revolving
credit facility availability of $41 million on Dec. 30, 2006, will
continue to provide an adequate level of liquidity.  The SGL-3
reflects Moody's current belief that Leiner will remain in
compliance with its bank loan covenants over the next four
quarters.  Currently, Moody's does not expect permanent
incremental revolving credit facility borrowings.

Leiner Health Products, Inc, with headquarters in Carson,
California, manufactures private-label vitamins, minerals, and
nutritional supplements and over-the-counter pharmaceuticals.
Leiner also provides contract manufacturing services.  Revenue for
the twelve months ending December 2006 was $734 million.


LS POWER: S&P Rates $1.015 Billion First-Lien Debts at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' credit
rating to LS Power Acquisition Co. I LLC's $700 million first-lien
term loan due 2014, $150 million first-lien revolving credit
facility due 2013, and $165 million first-lien synthetic LOC
facility due 2014.

Standard & Poor's also assigned its preliminary '1' recovery
rating to the combined $1.015 billion first-lien debt obligations,
reflecting the expectation of full recovery of principal in the
event of a default.

Simultaneously, Standard & Poor's also assigned its preliminary
'B' debt rating and '3' recovery rating to the $300 million
second-lien term loan.  The '3' recovery rating indicates the
expectation of 50% to 80% recovery of principal under an assumed
default scenario.  The outlook is stable.

All credit and recovery ratings are preliminary pending
Standard & Poor's review of final project documentation.

The proposed $1.315 billion debt issuance will be used to finance
the LS Power Equity Partners LLC's acquisition of six gas-fired
power generation facilities that were previously owned and
operated by Mirant Corp.

"The stable outlook reflects that LS Power Acquisition's hedged
revenues and current market conditions should be sufficient to
partially deleverage the project over the next three years," said
Standard & Poor's credit analyst Michael Messer.


MAGNOLIA ENERGY: Emerges from Ch. 11 After $427 Mil. Refinancing
----------------------------------------------------------------
Magnolia Energy LP and its debtor-affiliates has emerged from
bankruptcy after refinancing nearly $427 million in debt, the
American Bankruptcy Institute said on it Web site Monday, citing
a report by Bankruptcy Law360.

As reported in the Troubled Company Reporter on Mar. 13, 2007,
the U.S. Bankruptcy Court for the District of Delaware authorized
the Debtors to enter into a transaction that will refinance their
business.

The Debtors' indirect equity holder, Kelson Holdings LLC, has been
pursuing a potential refinancing of several power plan projects
including their facility in Benton County, Mississippi.

Mayflower Energy Inc., a subsidiary of Kelson and also an
indirect equity holder in the Debtors, signed an engagement letter
with Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Merrill Lynch Capital Corporation.  Merrill Lynch has started a
marketing process to refinance various businesses indirectly owned
by Kelson, including the Benton County facility.

Pursuant to the Refinance Transaction, non-debtor subsidiaries of
Kelson will borrow funds sufficient to make a capital contribution
to the Debtors to enable the Debtors to repay, among other things,
all existing valid secured and unsecured claims against the
Debtors and valid expenses of administration of the Debtors'
estates.  These borrowings will be secured by a pledge of their
equity interests in various subsidiaries.  The obligations will be
guaranteed by various operating subsidiaries, including the
Debtors, and will pledge their assets to secure the obligations
under the guaranty.

                 No Need for Further Restructuring

Upon the closing of the refinance transaction, parties to the
refinancing agreed that there will be no longer a need for further
restructuring efforts in Chapter 11 as funds will be available to
pay all creditors in full in accordance with their contractual
rights.

In this regard, the Court ordered that upon closing of the
refinancing and filing of a certification stating that the closing
of the transaction and payment of the claims have occurred, the
Debtors' chapter 11 cases will be considered closed.

                           Earlier Exit

The Court, prior to the refinancing, gave the Debtors until
May 29, 2007, to file a chapter 11 plan of reorganization.

The Debtors sought the exclusive period extension while it worked
on the refinancing, which according to several banks will leave
the company with no operational issues to work out in Chapter 11
thus rendering a reorganization useless.

                       About Magnolia Energy

Headquartered in Ashland, Michigan, Magnolia Energy L.P., and
three of its affiliates filed for chapter 11 protection on
Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through
06-11072).  Mark D. Collins, Esq., at Richards Layton & Finger and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Wein represent the Debtors.  Frederick Brian Rosner Duane Morris
LLP represents the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.


MALDEN MILLS: Panel Wants Court Nod on GE Capital Settlement Pact
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Malden Mills
Industries, Inc., and its debtor-affiliates asks the United States
Bankruptcy Court for the District of Massachusetts to approve a
Settlement Agreement by the Committee and General Electric Capital
Corporation.

The Committee reminds that Court that pursuant to the DIP
Financing Order, the Court granted the Committee standing to
investigate the liens and claims of GE Capital and certain other
lenders and to commence and prosecute a legal proceeding to
challenge such liens and claims as appropriate.

The Committee says that it is entering into the Settlement
Agreement pursuant to the authority granted to it by the Court in
the DIP Financing Order and brings this request under Rule 9019
under the same authority.

The Committee discloses that pursuant to the Settlement Agreement,
GE Capital has agreed, among other things, to contribute $500,000
to the Debtors' estates to be used for any purposes permitted
under the Bankruptcy Code, including the making of distributions
on account of allowed unsecured claims.  In exchange, GE Capital
will receive a complete release of all claims.

The Committee contends that the Settlement Agreement is the
unsecured creditors' best hope for a recovery in these cases.  The
terms embodied in the Settlement Agreement represent an
appropriate exercise of the parties' business judgment and the
settlement is fair, equitable, and in the best interests of the
Debtors, their estates, and their creditors.

The Committee further contends that the Settlement Agreement was
vigorously and extensively negotiated and represents a fair,
equitable, arms' length settlement inasmuch as it:

    (a) resolves potential claims of the estates against GE
        Capital;

    (b) results in an infusion of $500,000 to the estates for the
        ultimate benefit of the Debtors' unsecured creditors;

    (c) confirms GE Capital's obligations under the Court-approved
        Wind-Down Budget and Sale Order; and

    (d) allows the estates and GE Capital to avoid unnecessary
        future expense, including potentially costly and time-
        consuming litigation.

Based in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

The company and four of its affiliates filed their second chapter
11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048
through 07-10052).  Laura Davis Jones, Esq., and Michael Seidl,
Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC,
represent the Debtors.  Bruce F. Smith, Esq., Steven C. Reingold,
Esq., and Michael J. Fencer, Esq., at Jager Smith P.C., and Eric
E. Sagerman, Esq., and David J. Richardson, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million to
$100 million and estimated debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on May
10, 2007.

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).


MALDEN MILLS: Committee Wants Exclusive Periods Terminated
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Malden Mills
Industries, Inc., and its debtor-affiliates asks the United States
Bankruptcy Court for the District of Massachusetts to terminate
the Debtors' exclusive periods to file a plan and solicit
acceptances of that plan.

The Committee relates that it had entered into a settlement
agreement GE Capital Corp.  The Committee says that the settlement
is conditioned upon, among other things, the occurrence of either:

    (a) the voluntary agreement of the Debtors to waive their
        rights of exclusivity under Section 1121 of the
        Bankruptcy Code, or

    (b) the entry of an order terminating the Debtors' Exclusive
        Periods.

Based in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

The company and four of its affiliates filed their second chapter
11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048
through 07-10052).  Laura Davis Jones, Esq., and Michael Seidl,
Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC,
represent the Debtors.  Bruce F. Smith, Esq., Steven C. Reingold,
Esq., and Michael J. Fencer, Esq., at Jager Smith P.C., and Eric
E. Sagerman, Esq., and David J. Richardson, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million to
$100 million and estimated debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on May
10, 2007.

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).


MARTIN EDUCATIONAL: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Martin Educational Corporation
        Attention: Robert Dejon Hinson
        1688 Taylor Avenue
        Atlanta, GA 30344

Bankruptcy Case No.: 07-64674

Chapter 11 Petition Date: March 26, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, Northwest Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Georgia Dept. of Revenue         payroll taxes,         unknown
Insolvency Unit                  interest and
P.O. Box 3889                    penalty
Atlanta, GA 30334

Internal Revenue Service         payroll taxes,      $2,538,012
Insolvency-Rm 400-Stop 334D      interest and
401 West Peachtree Street        penalty
Atlanta, GA 30308

                                 unemployment           $76,842
                                 taxes, interest
                                 and penalty

                                 income taxes           $15,788
                                 interest and
                                 penalty


Gas South                        gas bills              $16,296
P.O. Box 4298
Atlanta, GA 30302

The City of East Point           electric, waste        $14,172

Georgia Dept. of Labor           unemployment           $14,000
                                 taxes, interest
                                 and penalty

Aarons, Grant & Habif, L.L.C.    accounting fees,        $7,000
                                 approximate balance
                                 listed

Dell Financial Services          account payable         $4,000


MCCOMBS REALTY: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP, in Greenville, S.C., expressed substantial
doubt about McCombs Realty Partners' ability to continue as a
going concern after auditing the partnership's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the partnership's recurring operating losses,
significant advances due to affiliates, and significant debt
maturing in 2007.

McCombs Realty Partners reported a net loss of $419,000 on total
revenues of $1.5 million for the year ended Dec. 31, 2006,
compared with a net loss of $560,000 on total revenues of
$1.2 million for the year ended Dec. 31, 2005.

The decrease in net loss is due to an increase in total revenues
partially offset by an increase in total expenses.

Total revenues increased in 2006 due to increases in rental and
other income.   Rental income increased primarily due to an
increase in occupancy, partially offset by an increase in bad debt
expense at the property and a slight decrease in the average
rental rate.  Other income increased primarily due to increases in
tenant utility reimbursements and application fees.

At Dec. 31, 2006, the company's balance sheet showed $2.1 million
in total assets and $6.7 million in total liabilities, resulting
in a partners' deficit of $4.6 million.

Full-text copies of the partnership's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c32

                  About McCombs Realty Partners

McCombs Realty Partners is a publicly-held limited partnership
organized under the California Uniform Limited Partnership Act on
June 22, 1984.  The partnership's general partner is CRPTEX Inc.,
a Texas Corporation.  CRPTEX Inc. is a subsidiary of Apartment
Investment and Management Company, a publicly traded real estate
investment trust.  The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2030, unless
terminated prior to such date.  The partnership is engaged in the
business of operating and holding real estate property for
investment.  At Dec. 31, 2006, the partnership's sole investment
property is one apartment complex (Lakewood at Pelham) located in
Greenville, South Carolina.


MERRILL LYNCH: Fitch Rates $1.6 Mil. Class B-2 Certificates at B
----------------------------------------------------------------
Fitch rates Merrill Lynch Alternative Note Asset Trust's
residential mortgage pass-through certificates, series 2007-F1:

   -- $418.7 million classes 1-A1, 1-A2, 2-A1-2-A10, PO, IO-1,
      IO-2, and A-R senior certificates 'AAA';

   -- $13.3 million class M-1 'AA';

   -- $4.5 million class M-2 'A';

   -- $3.1 million class M-3 'BBB';

   -- $2.2 million non-offered class B-1 'BB'; and

   -- $1.6 million non-offered class B-2 'B'.

The 'AAA' rating on the senior certificates reflects the 5.90%
subordination provided by the 3% M-1, 1% class M-2, 0.70% class
M-3, 0.50% non-offered class B-1, 0.35% non-offered class B-2 and
0.35% non-offered and non-rated class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of Wells Fargo Bank, N.A. as master servicer.

The mortgage pool consists of 1,771 recently originated,
fixed - rate, first lien, one- to four-family residential mortgage
loans, a substantial majority of which have original terms to
maturity of 15 or 30 years.  As of the March 1, 2007, cut-off date
the pool had an aggregate principal balance of approximately
$444,904,297.48.  The average loan balance is $251,216, and the
weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 70.37%.  The weighted average
FICO credit score for the pool is approximately 719.  Cash-out and
rate/term refinance loans represent 50.82% and 15.09% of the pool,
respectively.  Second and investor-occupied homes account for
4.79% and 13.34% of the pool, respectively.  The states that
represent the largest geographic concentration are California
(24.40%), Florida (12.03%), and New Jersey (10.03%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

The loans were purchased by Merrill Lynch Mortgage Lending, Inc.,
which were subsequently sold to Merrill Lynch Mortgage Investors,
Inc. Merrill Lynch Mortgage Investors, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.


MORGAN STANLEY: Fitch Rates 2006-5AR Class B-2 Certificates at B
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the Morgan Stanley
2006-5AR transaction:

Series 2006-5AR

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

The mortgage loans consist of fixed- and adjustable- rate loans,
extended to Alt-A borrowers and are secured by first liens,
primarily on one- to four-family residential properties.  As of
the March 2007 distribution date, the transaction is seasoned
12 months and the pool factor is 77.41%.  The loans are master
serviced by Wells Fargo.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$421.02 million of outstanding certificates.  To date the trust
has not suffered any realized losses.

The Rating Watch Negative actions reflect deterioration in the
relationship between CE and loss expectations and affect
$7.204 million in outstanding certificates.  Fitch is currently
seeking out more detailed performance-related data in order to
better determine to what degree the transactions may be negatively
impacted.

The transaction is currently experiencing 5.29% of serious
delinquencies with 3.32% representing foreclosures and REO, while
the most subordinate bond (class B2) is protected by only 58 basis
points of subordination, and the next most subordinate (class B1)
is protected by only 129 bps of subordination.

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


NEPTUNE INDUS: Dec. 31 Balance Sheet Upside-Down by $1.09 Million
-----------------------------------------------------------------
Neptune Industries Inc. reported a $285,837 net loss on $207,835
of sales for the fiscal second quarter ended Dec. 31, 2006,
compared with a $316,106 net loss on $74,372 of sales in the prior
year period.

At Dec. 31, 2006, the company's balance sheet showed $1,190,958 in
total assets and $2,290,197 in total liabilities, resulting in a
$1,099,239 stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $791,750 in total current assets available to pay $1,128,691
in total current liabilities.

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1c36

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Dohan and Company CPAs, PA, in Miami, Fla., expressed
substantial doubt about Neptune Industries Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended June 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
working capital deficiency.

                     About Neptune Industries

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTCBB: NPDI) -- http://www.neptuneindustries.net/-- is a public
corporation that engages in commercial fish farming and related
production and distribution activities in the seafood and
aquaculture industries.


NEW YORK WESTCHESTER: Hires Rubenstein Associates as PR Consultant
------------------------------------------------------------------
New York Westchester Square Medical Center obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Rubenstein Associates, Inc., as its public
relations consultant.

Rubenstein Associates is expected to:

   a) identify and accentuate all positive and newsworthy stories
      related to the Debtor, highlighting on being open to the
      community where it services patient needs and provides
      employment for the community-based workforce;

   b) assist with contacting and communicating with elected
      officials who have the ability to spearhead efforts to
      impact and overturn the Berger Commission findings;

   c) enhance the Debtor's positive profile in the opinion of key
      demographics and further assist with the reassessment of its
      status relative to the findings of the Berger Commission;
      and

   d) render assistance with media relations as the Debtor and its
      Counsel deem necessary.

Howard J. Rubenstein, president of Rubenstein Associates, tells
the Court that the Firm's fee is $7,500 per month for a minimum
period of six months, plus reimbursement of fees and expenses.

Mr. Rubenstein assures the Court that the firm is "disinterested"
as that term is defined is Section 101(14) of the Bankruptcy Code.

Based in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.  The Debtor's exclusive period to file a
chapter 11 plan expires on Apr. 18, 2007.


NORTH ATLANTIC: Moody's Reviews Ratings and May Downgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of North Atlantic
Holding Company and its operating subsidiary, North Atlantic
Trading Company, including NAHC's Caa2 corporate family rating,
under review for possible downgrade.

The review was prompted by North American's report that it had
offered to exchange, up to 100% of its NAHC's 12 1/4% senior
discount notes and up to 55% of NATC's 9 1/4% senior notes for new
second lien notes.

Moody's review will consider:

   * the likely negative economic impact the proposed exchange
     will have upon the existing noteholders given the terms of
     the exchange,

   * the likelihood that the exchange will be completed given the
     potential challenges the company may face in securing the
     necessary consents and amendments from its lenders under
     NATC's existing senior credit facility, and

   * uncertainty as to what, if any, impact this transaction and
     negotiations with its lenders will have upon North American's
     financial flexibility given the extremely high leverage,
     meaningfully negative free cash flow, and poor EBIT coverage
     of the consolidated entity.

If the transaction closes as currently proposed, Moody's will view
it as a distressed exchange representing a limited default as the
exchange will cause economic loss to the existing noteholders.

Ratings placed under review for possible downgrade:

   * North Atlantic Holding Company, Inc.

      -- Corporate family rating at Caa2

      -- Probability of default rating at Caa2

      -- 12 1/4% $36 million senior discount notes due 2014 at Ca
         LGD6, 94%.

   * North Atlantic Trading Company, Inc.

      -- $200 million 9 1/4% senior notes due 2012 of Caa2, LGD4,
         59%.

North Atlantic Holding Company, Inc. and its subsidiaries is the
third largest manufacturer and marketer of loose leaf chewing
tobacco in the US, and the largest importer and distributor in the
US of premium cigarette papers and related products.  Total
revenues for the last twelve months ended September 2006 were
approximately $118 million.


NOVELL INC: Gets Additional Non-Compliance Notice from Nasdaq
-------------------------------------------------------------
Novell, Inc., received an additional notice of non-compliance from
the staff of NASDAQ Stock Market due to the delay in filing its
quarterly report on Form 10-Q for the fiscal quarter ended
Jan. 31, 2007, as required by NASDAQ Marketplace Rule 4310(c)(14).

Novell received notices of non-compliance from NASDAQ on
Sept. 14, 2006, due to the delay in filing its quarterly report on
Form 10-Q for the fiscal quarter ended July 31, 2006, and on
Jan. 22, 2007, for its annual report on Form 10-K for the fiscal
year ended Oct. 31, 2006.

Novell has delayed the filing of its periodic reports pending the
completion of the review by its Audit Committee of the company's
historical stock-based compensation practices.

In response to the first notice of non-compliance, Novell
requested a hearing before a NASDAQ Listing Qualifications Panel.
On Jan. 9, 2007, the Panel granted Novell's request for continued
listing subject to the requirements that Novell:

   1) provide the Panel with certain information relating to the
      Audit Committee's review on or about March 1, 2007, which
      was submitted to the Panel; and

   2) become current in its delinquent reports and file any
      necessary restatements by March 13, 2007.

On Feb. 20, 2007, Novell received a letter from the NASDAQ Listing
and Hearing Review Council indicating that the Listing
Council had called for review the Jan. 9, 2007, decision of the
Panel and had determined to stay the Panel's decision and any
future Panel determinations to suspend Novell's securities from
trading pending further action by the Listing Council.

In connection with the call for review, the Listing Council has
provided Novell with the opportunity to make an additional
submission for the Listing Council's consideration by May 4, 2007,
describing Novell's plan for filing the necessary periodic
reports.

NASDAQ has also provided Novell with the opportunity to make a
submission by March 22, 2007, addressing the delay in filing its
First Quarter Form 10-Q.  The company intends to timely provide
both submissions to NASDAQ.

The company is working diligently to complete all necessary
filings and demonstrate compliance with all applicable
requirements for continued listing on the NASDAQ Global Select
Market; however, there can be no assurance that the Listing
Council will determine to grant the company a further extension
following its review of the forthcoming submissions.

                         About Novell Inc.

Headquartered in Waltham, Mass., Novell, Inc. (Nasdaq: NOVL) --
http://www.novell.com/-- delivers Software for the Open
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                         *     *     *

Novell, Inc.'s Subordinated Debt carries Moody's Investors
Service's 'B1' rating.


NTELOS INC: Good Performance Cues Moody's to Lift Ratings to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and Senior
Secured ratings of NTELOS Inc. to Ba3 from B2.  The ratings
reflect a B1 probability of default rating and loss-given-default
assessment of LGD3, 31% on the senior secured bank debt.  The
outlook has been changed to stable from positive.

The ratings upgrades of Ntelos' ratings reflect favorable
subscriber and roaming revenue growth trends, which have outpaced
Moody's earlier expectations by a reasonable margin, resulting in
relatively low levels of leverage and good interest coverage
metrics.

Moody's believes that continuing strong wireless industry
fundamentals, together with relative stability in Ntelos' wireline
results, should contribute to a further improvement in these key
credit metrics through 2008.  While the recent implementation of
an ongoing dividend and Moody's expectation that wireless capital
expenditures may rise modestly over the next couple of years will
suppress free cash flow through this same period, the rating
action takes into consideration the planned reduction in ownership
of the company's two main equity sponsors to less than majority
control, which will improve board independence and reduce the
potential for additional one-time shareholder distributions going
forward, in Moody's opinion.

Upgrades:

   * NTELOS Inc.

      -- Corporate Family Rating, Upgraded to Ba3 from B2

      -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from
         B2

Outlook Actions:

   * NTELOS Inc.

      -- Outlook, Changed To Stable From Positive

Based in Waynesboro, Virginia, NTELOS is a regional communications
provider in Virginia and West Virginia.


ORAGENICS INC: Kirkland Russ Raises Going Concern Doubt
-------------------------------------------------------
Kirkland Russ Murphy & Tapp PA in Clearwater, Fla., expressed
substantial doubt about Oragenics 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 losses, negative operating cash
flows, and accumulated deficit.

Oragenics Inc. reported a net loss of $2.9 million on revenue of
$66,176 for the year ended Dec. 31, 2006, compared with a net loss
of $3.3 million on zero revenue for the year ended Dec. 31, 2005.

The company had $66,176 in revenue in 2006 as compared to none in
2005.  This is a result of having a Small Business Innovation
Research (SBIR) grant for the company's DPOLT(TM) technology.

The decrease in net loss was principally caused by significant
cutbacks in personnel and the reduction in the use of outside
consultants, offset by the increase in stock option compensation
expenses, and legal and patent expenses.

At Dec. 31, 2006, the company's balance sheet showed $1.6 million
in total assets, $327,573 in total liabilities, and $1.3 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c2f

                         About Oragenics

Headquartered in Alachua, Florida, Oragenics Inc. (AMEX: ONI) --
http://www.oragenics.com/-- Oragenics is a publicly held
biopharmaceutical company.


PACIFIC LUMBER: Can Use Cash Collateral Until March 30
------------------------------------------------------
The Hon. Judge Richard S. Schmidt of the United States Bankruptcy
Court for the Southern District of Texas has authorized Pacific
Lumber and its debtor-affiliates to continue using cash
collateral through and including March 30, 2007.

The Debtors have not yet filed a revised budget with the Court as
of March 25, 2007.

The Debtors are only permitted to use Cash Collateral for the
purposes enumerated in the Budget.  The Debtors are not permitted
to use Cash Collateral for payment of professional fees,
disbursements, costs, or expenses incurred in connection with
asserting any claims or causes of action against the Lenders.

For any dollar amounts incurred or accrued during the periods the
Debtors are using the Cash Collateral of the Lenders, the Debtors
waive their right to seek to surcharge the Lenders or the
Lenders' collateral under Section 506(c) of the Bankruptcy Code.

                        LaSalle Responds

LaSalle Bank National Association and LaSalle Business Credit,
LLC, has agreed to the terms of an interim cash collateral order,
through April 6, 2007, based on a budget which is largely
acceptable to LaSalle.

However, LaSalle notes, the changes to the budget it sought have
not yet been confirmed with the Debtors.

LaSalle adds that it has sought materials that are required under
the Third Interim Cash Collateral Order, pursuant to the
$60,000,000 Revolving Credit Agreement dated July 18, 2006, by
and between The Pacific Lumber Company, Britt Lumber Co., Inc.,
Marathon Structured Finance Fund L.P. and the La Salle parties.
Salmon Creek LLc and Scotia Inn Inc. are guarantors of the loans
under the Credit Agreement.

According to LaSalle, it has not been advised whether those
materials are forthcoming.

Provided that the matters noted can be resolved, LaSalle says it
can agree to the interim use of cash collateral for the period
identified.

As reported in the Troubled Company Reporter on March 9, 2007, the
Bankruptcy Court authorized Pacific Lumber and its debtor-
affiliates to continue using cash collateral through and including
March 16, 2007.  The Court also ordered the Debtors to provide the
Lenders and the Official Committee of Unsecured Creditors, on a
weekly basis, a reconciliation showing actual receipts and actual
disbursements as compared to the Budget, including a
reconciliation of accounts receivable, logger liens, and
inventory.

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 10, http://bankrupt.com/newsstand/or
215/945-7000).


PAINCARE HOLDINGS: Receives Notice of Default from HBK and CPM
--------------------------------------------------------------
PainCare Holdings, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on March 21, 2007, it
received a notice of default from HBK Investments L.P. with
respect to that certain Loan and Security Agreement dated May 11,
2005, as amended, entered into by the company, the company's
subsidiaries, the Agent, HBK Master Fund L.P., and Del Mar Master
Fund Ltd.

The HBK Notice sets forth certain alleged events of default by the
company under the Loan Agreement, including, without limitation,
the failure by the company to make certain payments due under the
Loan Agreement.

The HBK Notice further provides that:

    * the default rate of interest as set forth in the Loan
      Agreement is in effect until such time as all such alleged
      events of default have either been cured or waived in
      writing, and

    * the Agent and Lenders expressly reserve all of their
      remedies, powers, rights, and privileges under the Loan
      agreement, at law, in equity, or otherwise including,
      without limitation, the right to declare all obligations
      under the Loan Agreement immediately due and payable.

                      CPM Notice of Default

The company also disclosed that on March 15, 2007, it received a
notice of breach and default from The Center for Pain Management,
LLC with respect to that certain Asset Acquisition Agreement dated
December 1, 2004 entered into by the company, PainCare Acquisition
Company XV, Inc., CPM, and the owners of CPM.

The CPM Notice sets forth the Company's failure to make certain
installment payments of cash and common stock under the terms of
the Agreement.

The CPM Notice further provides that unless the alleged events of
default set forth in the CPM Notice are cured by the company:

    * certain non-competition and non-solicitation provisions
      binding the Members will cease as of April 24, 2007, and

    * CPM and the Members will have, as of April 12, 2007, certain
      rights under that certain Stock Pledge Agreement dated
      Dec. 1, 2004 entered into by the company and the Members,
      including, but not limited to, the right to foreclose on the
      issued and outstanding shares of stock of PainCare
      Acquisition.

A full-text copy of HBK's Notice of Default dated March 21, 2007,
is available for free at
http://ResearchArchives.com/t/s?1c43

A full-text copy of CPM's Notice of Breach and Default dated
March 15, 2007, is available for free at:

                http://ResearchArchives.com/t/s?1c44

                       About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings, Inc.
(AMEX:PRZ) -- http://www.paincareholdings.com/-- is one of the
nation's leading providers of pain-focused medical and surgical
solutions and services.  Through its proprietary network of
acquired or managed physician practices and ambulatory surgery
centers, and in partnership with independent physician practices
and medical institutions throughout the United States and Canada,
PainCare is committed to utilizing the most advanced science and
technologies to diagnose and treat pain stemming from neurological
and musculoskeletal conditions and disorders.  Through its wholly
owned subsidiary, Caperian, Inc., PainCare offers medical real
estate and development services.  Through Integrated Pain
Solutions, the company is engaged in pioneering the nation's first
Managed Services Organization that offers a multi-disciplinary
healthcare network focused on pain management.


PEGASUS SOLUTIONS: Moody's Junks Rating on $120 Mil. Note Offering
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Pegasus Solutions, Inc. to B3 from B1 and assigned a Ba3 rating
to the proposed $100 million senior secured credit facility and a
Caa1 rating to the proposed $120 million senior unsecured note
offering.  The rating outlook is stable.

The proposed senior secured credit facility consists of a
$10 million revolver, a $60 million term facility and a
$30 million delayed draw term loan facility.  The proceeds from
the $120 million note offering and $60 million term loan facility
will be used to repay the existing senior secured credit facility,
pay a $60 million dividend to shareholders and pay related
transaction expenses.  The $30 million delayed draw term loan
facility may be borrowed in up to 2 draws within 6 months of the
date of the closing of the credit agreement to finance potential
acquisitions.  Any unused commitments under the delayed draw
facility will expire 6 months after the closing date.  The ratings
on the company's existing $120 million senior secured credit
facility were prospectively withdrawn.

The downgrade of the Corporate Family Rating reflects
substantially weaker interest coverage and cash flow metrics pro
forma for the refinancing and dividend, consistent revenue
declines over the last 2 years and the expectation of continued
volume and pricing pressure in key service lines.  The ratings are
supported by long term relationships with a large hotel and travel
agent customer base in the U.S. and Europe, cost reduction
initiatives implemented during 2006 and good underlying growth
trends in the lodging industry.

Moody's rating actions:

   * Assigned $10 million 5 year senior secured revolving credit
     facility, Ba3, LGD2, 16%

   * Assigned $60 million 6 year senior secured term loan
     facility, Ba3, LGD2, 16%

   * Assigned $30 million 6 year senior secured delayed draw term
     loan facility, Ba3, LGD2, 16%

   * Assigned $120 million 8 year senior unsecured notes, Caa1,
     LGD5, 73%

   * Downgraded Corporate Family Rating, to B3 from B1

   * Downgraded Probability of Default Rating, to B3 from B2

   * Prospectively withdrew $10 million senior secured revolving
     credit facility due 2011, Ba3, LGD2, 25%

   * Prospectively withdrew $110 million senior secured term loan
     facility due 2013, Ba3, LGD2, 25%

The stable outlook anticipates flat revenues, moderate
profitability growth and limited free cash flow from operations
over the next year.

Pegasus Solutions, Inc. is a provider of mission-critical
technology and services to hotel and travel distributors. Its
services include central reservation systems; distribution
services that link hotel CRSs to travel agent systems and travel
websites; third-party hotel marketing services; and commission
processing services for hotels, travel agents and travel websites.
Pegasus serves more than 65,000 hotel properties and more than
63,000 travel agencies.  The company is headquartered in Dallas,
Texas and reported revenues of $169 million for the twelve months
ended Sept. 30, 2006.  Pegasus was acquired by an equity group led
by Prides Capital Partners, LLC on May 4, 2006.


PHARMACEUTICAL TECH: Moody's Junks Rating on $565 Mil. Debenture
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Pharmaceutical Technologies and Services, Inc., including a B2
Corporate Family Rating, with a stable outlook.  The B2 rating,
although supported by a large revenue base and healthy operating
margins, is constrained by elevated debt levels, low interest
coverage exposure, low free cash flow and modest return on assets.
The ratings are subject to receipt of final documentation.

The ratings do not anticipate that the company will engage in
shareholder initiatives, such as the initiation of a dividend, nor
in any major acquisition activity.  Moody's believes that the
company's priority will be to use its available cash flow to
invest in business development and to pay debt.

Moody's expects adequate liquidity over the next twelve months,
with sufficient funds from operations to cover working capital,
capital expenditure requirements and mandatory debt repayments.
Moody's notes that the company's credit agreement and its notes
indentures do not contain any financial covenants.

The stable outlook reflects PTS's large and diverse revenue base,
consistent operating margins and sufficient liquidity.  Over the
next two years Moody's expects revenues to grow 2% to 4%, from
current levels of around $1.7 billion, with gross margins in the
range of 25% to 30% and annual operating cash flow in the range of
$125 to $150 million.

Moody's assigned these ratings:

   * Corporate Family Rating, B2

   * Probability of Default Rating, B2

   * $350 million Senior Secured Revolver, Ba3, LGD3, 30%

   * $1,410 million Senior Secured Term Loan B, Ba3, LGD3, 30%

   * $565 million Senior Unsecured Pay In Kind Debenture, Caa1,
     LGD5, 79%

   * $300 million Senior Subordinated Notes, Caa1, LGD6, 93%

   * Family LGD assessment LGD4, 50%

Pharmaceutical Technologies and Services, Inc., based in Somerset,
New Jersey, is a leading provider of production, packaging,
research and development services and proprietary and conventional
technologies for the pharmaceutical, biotechnology and life
sciences industry.  The company provides services to over
850 customers and generated net revenues of $1,712 million for the
12 months ended June 30, 2006.


PINNACLE ENTERPRISES: Case Summary & 16 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Pinnacle Enterprises, L.L.C.
        145 Thomas Drive
        Gadsden, AL 35904-8221

Bankruptcy Case No.: 07-40482

Type of Business: The Debtor fabricates and finishes
                  wood cabinet doors.

Chapter 11 Petition Date: March 26, 2007

Court: Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Tameria Shaye Driskill, Esq.
                  P.O. Box 8505 246 South 8th Street
                  Gadsden, Al 35902
                  Tel: (256) 546-5591
                  Fax: (256) 546-6557

Total Assets: $3,054,724

Total Debts:  $2,618,046

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
Capital Partners Leasing      bank loan                $128,950
P.O. Box 12105                Value of Collateral:
Birmingham, AL 35202-2105     $116,000

                              Loan                       $2,000

East Alabama Regional         bank loan                $118,326
Planning & Development        Value of Collateral:
P.O. Box 2186                 $235,212
Anniston, AL 36202-2186

G.M.S.                        trade debt                $94,731
211-A South 5th Street
Gadsden, AL 35901-4217

BlueLinx                      trade debt                $85,591

Metro Bank                    bank loan                 $72,018
                              Value of Collateral:
                              $34,000

Cole Oehler                   bank loan                 $52,960
                              Value of Collateral:
                              $116,000

Community Credit Union        bank loan                 $48,583

Jack Kelly Pile Driving       trade debt                $45,000

First National Bank           bank loan                 $16,049
                              Value of Collateral:
                              $11,200

United Bank                   bank loan                 $15,398

Wells Fargo Financial         trade debt                $11,120
Leasing, Inc.                 Value of Collateral:
                              $3,400

Decolam, Inc.                 trade debt                 $9,852

Seneca Companies, Inc.        trade debt                 $6,821

Motion Industries, Inc.       trade debt                 $3,448

Judy Pitts                    taxes                      $1,282
Revenue Commissioner

Alabama Dept. of Revenue      taxes                        $300


PLANET TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt
---------------------------------------------------------
J.H. Cohn LLP, in Jericho, New York, expressed substantial doubt
about Planet Technologies 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 net losses resulting in an accumulated
deficit of $6,413,133 as of Dec. 31, 2006, and working capital
deficiency of $865,720 as of Dec. 31, 2006.

Planet Technologies Inc. reported a net loss of $1.2 million on
net sales of $8 million for the year ended Dec. 31, 2006, compared
with a net loss of $1.5 million on net sales of $3.9 million in
2005.
The increase in net sales of $4.1 million reflects Allergy Control
Products' sales for a full year in 2006 compared to a partial year
for 2005.  The net loss improvement in 2006 reflects the cost
savings associated with the integration of operations to one
location offset by higher amortization of intangibles and the
initial recording of stock-based compensation in 2006 of $307,150
as required under SFAS 123R, "Share-Based Payment".

At Dec. 31, 2006, the company's balance sheet showed $3.5 million
in total assets, $1.8 million in total liabilities, and
$1.7 million in total stockholders equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $931,873 in total current assets, available to pay
$1.8 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?1c33

                    About Planet Technologies

Headquartered in Ridgefield, Connecticut, Planet Technologies Inc.
(PLNT.OB) -- http://www.planettechinc.com/-- formerly known
as Planet Polymer Technologies Inc., is engaged in the business
of designing, manufacturing, selling and distributing common
products for use by allergy sensitive persons, including, without
limitation, air filters, bedding, room air cleaners, and related
allergen avoidance products.  The business strategy is primarily
based upon promotion of products directly to the consumer by
telemarketing to the company's database of customers who have
purchased the Allergy Free Electrostatic Filter.


PLEASANT CARE: Secured Lender Wants Chapter 11 Trustee Appointed
----------------------------------------------------------------
Bridge Healthcare Finance, LLC and Bridge Oppurtunity Finance,
LLC, asks the U.S. Bankruptcy Court for the Central District of
California to appoint a chapter 11 trustee in Pleasant Care Corp.
and its debtor-affiliates' bankruptcy proceedings.

The Bridge Entities are secured lenders to the Debtors.

Bridge tells the Court that the Debtors' chapter 11 petition was
filed minutes before a hearing was start in the Superior Court of
California.  Bridge had asked the Superior Court to appoint a
receiver to run the nursing home facilities of the Debtors citing:

    a. failure to comply with minimum health care compliance
       requirements under California law;

    b. failure to provide care in accordance with minimum federal
       standards for certification to receive Medi-Cal and
       Medicare reimbursement;

    c. failure to pay approximately $12 million in March rent to
       facility landlords;

    d. failure to pay approximately $8.4 million in payroll taxes;

    e. failure to pay $3.5 million California Bed Tax;

    f. failure to pay $500,000 in union dues; and

    g. failure to pay for critical utility services and
       endangering residents' health and safety.

Bridge contends that although the bankruptcy has stayed the court
receiver proceedings, the issues presented continue and the
Debtors' facilities are in immediate danger of having insufficient
food, medication and supplies, utilities and other goods and
services essential to provide adequate care for elderly residents.

Bridge further says that with a chapter 11 trustee, the well-being
of the residents of the Debtors' facilities will be ensured while:

    * the healthcare compliance issues are addressed;
    * the Debtors' finances are verified and stabilized; and
    * the facilities are reorganized or marketed for sale.

Holly Roark, Esq., at Frandzel Robins Bloom & Csato, L.C.,
represents the Bridge entities.

Headquartered in La Canada, California, Pleasant Care Corporation
-- http://www.pleasantcare.com/-- provide nursing home care.  The
company and four of its affiliates filed for chapter 11 protection
on March 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12312).
Ron Bender, Esq., at Levene, Neale, Bender, Rankin & Brill L.L.P.,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts
between $1 million and $100 million.


PRG SCHULTZ: Dec. 31 Balance Sheet Upside-Down by $104.5 Million
----------------------------------------------------------------
PRT Shultz International Inc.'s balance sheet at Dec. 31, 2006,
showed $178.7 million in total assets, $272 million in total
liabilities, and $11.2 million in mandatory redeemable
participating preferred stock, resulting in a $104.5 million total
stockholders' deficit.

PRG Shultz International Inc. reported a net loss of $21.1 million
on revenues of $266.1 million for the year ended Dec. 31, 2006,
compared with a net loss of $207.7 million on revenues of
$292.2 million for the year ended Dec. 31, 2005.

The 2006 loss included a non-cash charge of $10 million resulting
from the company's successful financial restructuring completed in
March 2006, a charge of $8 million for severance and operational
restructuring costs, charges of $4.7 million for stock-based
compensation, a charge of $1.7 million related to the voluntary
forfeiture of stock options by the company's chief executive
officer, and a loss on discontinued operations of $833,000.

The 2005 loss included the non-cash charge of $170.4 million for
impairment of goodwill and other intangibles, a charge of
$11.6 million associated with the company's operational
restructuring, a charge of $3.9 million for severance costs
related to the departures of the company's former chief executive
officer and former vice Chairman, a loss on discontinued
operations of $2.2 million and a charge of $400,000 for stock-
based compensation.

At Dec. 31, 2006, the company had cash and cash equivalents of
$35 million and had no borrowings against its revolving credit
facility.  Total debt outstanding at year-end was $139.8 million
and included a $25 million variable rate term loan due 2010,
$51.5 million in principal amount of 11.0% Senior Notes Due 2011,
$62.5 million in principal amount of 10.0% Senior Convertible
Notes Due 2011, and an $800,000 capital lease obligation.  In
addition, the company had 9.0% Series A preferred stock
outstanding with an aggregate liquidation preference of
$11.2 million, which is mandatorily redeemable in 2011.

"The first full year of our turnaround has put our company on a
solid footing for attacking our future opportunities," said James
B. McCurry, chairman, president and chief executive officer.  "A
realigned cost structure and a focused commitment to meeting the
objectives of our most important clients have transformed our core
recovery audit business into a reliable source of cash for paying
down debt and investing in new sources of future revenue.  We are
learning and developing new ways to bring value to our strong
existing base of clients throughout the world.  In addition, the
impending national expansion of recovery audit of Medicare to all
fifty states, congressionally mandated late last year, provides us
with an exciting growth opportunity that builds on our proven
experience auditing Medicare payments in California since 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?1c29

                        About PRG Schultz

Headquartered in Atlanta, PRG Schultz International Inc.
(NasdaqGM: PRGX) -- http://www.prgx.com/-- is the world's leading
recovery audit firm, providing clients throughout the world with
insightful value to optimize and expertly manage their business
transactions.  Using proprietary software and expert audit
methodologies, PRG industry specialists review client purchases
and payment information to identify and recover overpayments.


PTS INC: Strategic Healthcare to Become Subsidiary
--------------------------------------------------
PTS Inc. reported that Strategic Healthcare Systems Inc. will
transfer 88.33% ownership interest to the company in exchange
for $3.5 million promissory note, which will be secured with
3.5 million shares of Series E Preferred Stock from PTS.

PTS further says that Strategic Healthcare will be a subsidiary of
the company.

On Feb. 20, 2007, the company entered into a Non-Binding Letter
of Intent with Dr. Albert A. Gomez, an individual, who holds fifty
54.69) of the issued and outstanding common stock and 5 million
shares of Series B Preferred stock of Strategic Healthcare Systems

The closing date will be on or before May 31, 2007.

A full-text copy of Non-Binding Letter of Intent is available for
free at http://ResearchArchives.com/t/s?1c31

                           About PTS Inc.

PTS, Inc., manufactures and distributes paraplegic and
quadriplegic apparatus known in the market as Glove Box.  The
company also offers consulting services for marketing production
design through third party contractors.

                           *     *     *

As reported in Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Somerset, New Jersey-based PTS.  The rating
outlook is stable.


PULLIAM MOTOR: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pulliam Motor Company
        dba Pulliam Ford
        P.O. Box 908
        Columbia, SC 29202

Bankruptcy Case No.: 07-01555

Type of Business: The Debtor is a dealer of Ford vehicles.
                  See http://www.pulliamford.com/

Chapter 11 Petition Date: March 27, 2007

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: G. William McCarthy, Jr.
                  Robinson Barton McCarthy Calloway
                  1715 Pickens Street
                  P.O. Box 12287
                  Columbia, SC 29211
                  Tel: (803) 256-6400

Total Assets:  $9,222,892

Total Debts:  $22,863,823

Debtor's 30 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Dealer Computer Services                   $153,313
P.O. Box 4346
Department 537
Houston, TX 77210-4346

State Newspaper                            $141,935
P.O. Box 402666
Atlanta, GA 30384-2666

WIS TV                                      $91,090
Lockbox 1340
P.O. Box 11407
Birmingham, AL 35246-14340

Automobile Protection Corp.                 $57,917

Parts Depot Mid Atlantic                    $50,125

Roush Performance                           $41,490

The King Partnership                        $38,943

WLTX-TV                                     $35,317

Lee Transport Equipment                     $35,315

A Touch of Class                            $30,912

Thyssenkrupp Elevator                       $30,190

Pro Auto Parts Warehouse                    $26,630

USC Athletic Business Office                $25,000

Columbia Auto Mart                          $20,979

SC Automobile Dealer                        $19,729

APCO Wachovia Lockbox                       $17,222

WOLO-TV                                     $15,112

Sherwin Williams                            $12,646

Trader Publications                         $12,350

Dealer Services                             $11,283

Southland Dealer Services                    $6,699

AR Auto Parts                                $5,022

Reed Richard                                 $1,060

ZEP Manufacturing Co.                          $646

Schmidt Jr. Wilbur                             $636

Gene Love Plumbing                             $533

Deltacom                                       $458

Audatex                                        $423

Nextel                                         $417

Dealer Specialties                             $149


RADIO ONE: Form 10-K Filing Delay Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service has placed Radio One, Inc.'s ratings on
review for possible downgrade following the delay in the filing of
the company's Dec. 31, 2006, Form 10-K while it completes a review
of its historical stock option granting practices.

The ratings action reflects Moody's concerns regarding the
potential for technical default under the company's bank credit
facilities and bond indentures should the financial statements for
the period ending Dec. 31, 2006, not be filed within the specified
time periods.  Also, the Securities and Exchange Commission is
conducting an informal inquiry related to the company's accounting
for stock option grants.

Moody's concerns also relate to the size of these restatements,
the potential tax consequences thereof and the resulting impact on
the credit metrics of the company.

Ratings under review for possible downgrade:

   * Radio One, Inc.

      -- Corporate Family Rating, Ba3

      -- Probability of Default Rating, Ba3

      -- Secured Revolver, Ba1, LGD2, 25%

      -- Secured Term Loan, Ba1, LGD2, 25%

      -- 6 3/8% Senior Subordinated Notes, B1 LGD5, 81%

      -- 8 7/8% Senior Subordinated Notes, B1, LGD5, 81%

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that owns or operates 70 radio stations located in
22 urban markets in the U.S.


REALOGY CORPORATION: Launches $3.15 Million Senior Notes Offering
-----------------------------------------------------------------
Realogy Corporation is planning to offer $3.15 million aggregate
principal amount of 7-year senior notes, senior floating rate
notes, senior PIK toggle notes, and 8-year senior subordinated
notes in a private placement.

The company will use the proceeds to fund a portion of the its
pending merger with affiliates of Apollo Management L.P., to
refinance credit facility debts.  The notes will be guaranteed by
all subsidiaries of company that guarantees its new senior secured
credit facility.

                           Apollo Merger

As reported in the Troubled Company Reporter on Dec. 20, 2006,
the company has entered into a definitive agreement to be acquired
by an affiliate of Apollo in a transaction valued at approximately
$9 billion, including the assumption or repayment of approximately
$1.6 billion of net indebtedness and legacy contingent and other
liabilities of approximately $750 million.

Under the terms of the agreement, Realogy stockholders would
receive $30.00 per share in cash at closing, representing a
premium of 18% over Friday's market closing price of $25.50 and a
premium of 26% over Realogy's average closing share price since
its spin-off from Cendant Corporation on Aug. 1, 2006.

                       Stockholders' Meeting

As reported in the Troubled Company Reporter on Feb. 1, 2007,
the company will hold a special meeting of stockholders on
March 30, 2007, 10:00 a.m., local time, at One Hilton Court,
Parsippany, New Jersey, to adopt the merger agreement providing
for the acquisition of the company by an affiliate of Apollo.

The company expects to complete the Merger on or about April 10,
2007.

                  About Apollo Management L.P.

Apollo, founded in 1990, is a recognized leader in private equity,
debt and capital markets investing.  Since its inception, Apollo
has successfully invested over $16 billion in companies
representing a wide variety of industries, both in the U.S. and
internationally.  Apollo is currently investing its sixth private
equity fund, Apollo Investment Fund VI, L.P., which along with
related co-investment entities, represents approximately
$12 billion of committed capital.

                        About Realogy Corp.

Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H
-- http://www.realogy.com/-- is real estate franchisor and a
member of the S&P 500.  The company has a diversified business
model that also includes real estate brokerage, relocation, and
title services.  Realogy's world-renowned brands and business
units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker
Commercial(R), ERA(R), Sotheby's International Realty(R), NRT
Incorporated, Cartus, and Title Resource Group.  Realogy has more
than 15,000 employees worldwide.


REALOGY CORP: S&P Rates Proposed $1.5 Billion Senior Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Parsippany, New Jersey-based Realogy Corp.'s proposed $1.5 billion
senior notes due 2014, $750 million senior pay-in-kind toggle
notes due 2014, and $900 million senior subordinated notes due
2015.  These securities are expected to be sold pursuant to Rule
144A of the Securities Act of 1933 with registration rights.

Proceeds form the proposed notes, in addition to a previously
rated bank facility and owner's equity, will be used to help fund
the approximately $8.5 billion leveraged buyout of the company by
Apollo Management L.P., which is expected to close within the next
few weeks.  The 'B-' rating on the proposed notes is two notches
below Realogy's expected post-LBO corporate credit rating of 'B+'
given the significant amount of priority debt in the pro forma
capital structure.

In addition, Standard & Poor's affirmed its loan and recovery
ratings on Realogy's senior secured credit facilities, following
the increase in the term commitment under the loan by
$500 million.  The secured loan rating is 'BB' with a recovery
rating of '1', indicating the expectation for full recovery of
principal in the event of a payment default.

Although the amount of secured debt in the pro forma capital
structure has increased, the expected enterprise value available
at projected default continues to yield a recovery rate in excess
of 100% of principal.  However, any incremental increase in excess
of $500 million could result in the secured loan rating being
lowered.

Concurrently, the 'BB+' corporate credit rating remains on
CreditWatch with negative implications, where it was placed on
Dec. 18, 2006.  As the rating agency previously stated, based on
its analysis of the proposed capital structure, if shareholders
approve the transaction by vote, the corporate credit rating would
be lowered to 'B+' and the rating outlook would be negative.

Also, the 'BB+' rating on the company's existing $1.2 billion in
senior notes remain on CreditWatch with negative implications,
where it was placed on Feb. 13, 2007.

Based on Standard & Poor's analysis, the rating agency has made
the determination that the rating on these notes will not be
lowered any further from the current 'BB+' rating until such a
time that it is clear they would remain a permanent piece
of the company's capital structure.

According to the existing bond indentures, Realogy will be
required to offer to purchase the notes at par, plus accrued and
unpaid interest, upon a change of control and a rating downgrade
to speculative grade.  While Standard & Poor's recognizes these
notes are currently trading above par, reducing holders' incentive
to put the bonds, the rating agency cannot, with great confidence,
predict the market direction during the next several weeks to
determine how holders will respond.  Therefore, the continued
three-notch rating differential between the senior notes and the
expected 'B+' corporate credit rating recognizes the protection
afforded to bondholders from this change-of-control covenant.  If
these notes were to remain outstanding, the rating would be
downgraded one notch to the level of the company's bank facility,
which is 'BB', as they will rank equally and share in the same
collateral package.

"The expected 'B+' corporate credit rating on Realogy after the
planned LBO reflects the company's highly leveraged capital
structure, weakened credit measures, and reduced cash flow
generating capability as a result of the LBO and associated heavy
interest burden," said Standard & Poor's credit analyst Michael
Scerbo.

"The rating also underscores Realogy's exposure to the residential
real estate industry, which is sensitive to economic cycles, and
its aggressive financial policy, as exhibited by its pending
buyout and the expectation that the company will remain cquisitive
within its brokerage operation, despite lower levels of
discretionary cash flow."

Realogy's near-term credit profile will be largely dictated by the
company's sizable financial leverage, with liquidity a key factor
in Standard & Poor's rating surveillance.  Nonetheless, credit
quality is supported by a satisfactory business risk profile, as
exhibited by Realogy's leading competitive position in the
residential real estate industry; its ownership of several well
known brands in the industry, including Century 21, Coldwell
Banker, and ERA, which target multiple price points; its
experienced management team; and the significant earnings
contribution from its franchise business, which tends to be more
reliable than brokerage ownership.

Standard & Poor's will look to resolve the CreditWatch listing on
the current 'BB+' corporate credit rating corporate credit rating
following the shareholder vote, which is expected to occur on
March 30.


RT LAND: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: R.T. Land Services, Inc.
        1890 Tomlinson Lane Suite 2
        Jacksonville, FL 32220

Bankruptcy Case No.: 07-01214

Type of Business: The Debtor is a land preparation contractor.

Chapter 11 Petition Date: March 26, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Richard R. Thames, Esq.
                  Stutsman, Thames & Markey, P.A.
                  50 North Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
   Adams & Son Fuel Oil                     $107,313
   P.O. Box 351622
   Jacksonville, FL 32235

   Sunbelt Rentals                           $71,079
   P.O. Box 408211
   Atlanta, GA 30384

   Service Truck Lube Pro                    $67,375
   P.O. Box 2617
   Escondido, CA 92033

   NationsRent                               $40,687

   Linder Industrial Machinery               $38,820

   Bank of America                           $30,675

   Ron Tomlinson                             $30,000

   Diversified Financial Services            $30,000

   Industrial Tractor Company                $29,818

   H&R Lewis Petroleum Co.                   $22,000

   Paccar Financial Corp.                    $12,913

   Belcorp, Inc.                             $10,466

   Westfield                                  $9,257

   Aetna                                      $5,183

   Internal Revenue Service                   $3,154

   Pacesetter Personnel                       $2,871

   Acme Barricades                            $2,520

   A&B Body Shop                              $2,244

   Alpha E.M.C.                               $1,135


SABRE HOLDINGS: Stockholders to Vote Friday on Silver/Texas Offer
-----------------------------------------------------------------
Sabre Holdings Corporation's special meeting of stockholders to
vote on the proposed acquisition of the company by affiliates of
Silver Lake Partners and Texas Pacific Group is set for March 29,
2007, at 10 a.m.  The meeting will be held at the Dupree Theater,
Irving Arts Center, 3333 North MacArthur Boulevard in Irving,
Texas.

The meeting was previously scheduled for Friday, March 23, 2007.

Sabre Holdings stockholders of record at the close of regular
trading on the New York Stock Exchange on Tuesday, February 20,
2007, will be entitled to vote at the meeting.

                 Sliver Lake/Texas Pacific Agreement

On Dec. 12, 2006, the company disclosed that it had signed a
definitive agreement with Silver Lake and Taxes Pacific under
which affiliates of Silver Lake and Texas Pacific will acquire all
of the shares of Class A common stock of Sabre Holdings for $32.75
per share in cash.

                      About Sabre Holdings

Sabre Holdings (NYSE: TSG) -- http://www.sabre-holdings.com/--
connects people with the world's greatest travel possibilities by
retailing travel products and providing distribution and
technology solutions for the travel industry.  Sabre Holdings
supports travelers, travel agents, corporations, government
agencies and travel suppliers through its companies: Travelocity,
Sabre Travel Network and Sabre Airline Solutions.  Headquartered
in Southlake, Texas, the company has approximately 9,000 employees
in 45 countries.  Full-Year 2006 revenues totaled $2.8 billion.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Moody's Investors Service commented that conclusion of its review
for possible downgrade for senior unsecured notes issued by Sabre
Holdings Corporation remains subject to the receipt of stockholder
approvals and other closing conditions related to the company's
proposed acquisition by Silver Lake Partners and Texas Pacific
Group.  The proposed acquisition is valued at approximately
$5.4 billion, including the assumption of approximately
$700 million in net debt.  Based on the company's estimated
capital structure pro forma forthe transaction, Moody's would
likely downgrade the existing $800 million notes of Sabre Holdings
to Caa1 from Baa3 and assign a B1 rating to proposed first lien
credit facilities.  Moody's would also likely assign a B2
corporate family rating and a stable rating outlook.


SAI HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
SAI Holdings Limited delivered to the U.S. Bankruptcy Court for
the Northern District of Ohio its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            ----------        -----------
  A. Real Property                       $0
  B. Personal Property           $4,764,538
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $22,148,846
  E. Creditors Holding
     Unsecured Priority Claims                         $79,966
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                         $1,062,826
                                 ----------        -----------
     Total                       $4,764,538        $23,291,638

Headquartered in Butner, N.C., SAI Holdings Ltd. manufactures and
retails vinyl-coated upholstery fabrics.  The company filed for
Chapter 11 protection on November 8, 2006 (Bankr. N.D. Ohio
Case No. 06-33227).  Its debtor-affiliates, Athol Manufacturing
Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case
No. 06-33229) filed for separate chapter 11 petitions on that same
date.  Ronald E. Gold, Esq. of Frost Brown Todd LLC represents the
debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $1 million and $100 million.


SPANISH BROADCASTING: Earns $49.9 Mil. in Fourth Quarter of 2006
----------------------------------------------------------------
Spanish Broadcasting System Inc. reported net income of
$49.9 million on net revenue of $176.9 million for the fiscal year
ended Dec. 31, 2006, compared with a net loss of $35.3 million on
net revenue of $169.8 million for the year ended Dec. 31, 2005.

Radio net revenue totaled $172.1 million in 2006, compared to
radio net revenue of $169.8 million in 2005, resulting in growth
of 1%, primarily from local revenue.  This radio net revenue
growth was offset by decreases in promotional events revenue,
national revenues and other revenues mainly related to Local
Marketing Agreement fees received for the previously sold Los
Angeles stations (KZAB-FM and KZBA-FM).  The radio net revenue
growth of 1% was primarily in the San Francisco and Puerto Rico
markets, offset by decreases in the New York, Los Angeles, Chicago
and Miami markets.

The new television segment, "MEGA TV", generated start-up net
revenue of $4.8 million, primarily from local revenues.

For the fiscal year ended Dec. 31, 2006, operating income totaled
$84.2 million compared to $48.2 million for the same prior year
period, resulting in an increase of 75%.

For the fiscal year ended Dec. 31, 2006, income before income
taxes and discontinued operations totaled $61 million compared to
a loss of $18.2 million for the same prior year period.  The
increase resulted mainly from the gain on the sale of assets, net,
of $50.8 million related to the sale of the company's radio
stations KZAB-FM and KZBA-FM and a decrease in interest expense of
$15.4 million due to the 2005 long-term debt refinancing and the
repayment of the company's $100 million second lien credit
facility in 2006, as well as the decrease in the loss on early
extinguishment of debt that occurred in 2005.

"During 2006, we continued to build our brands and strengthen our
Hispanic multi-media platform," commented Ra£l Alarc¢n, Jr.,
chairman and chief executive officer.

"Despite solid audience shares, our fourth quarter radio revenues
were below our expectations due to a soft advertising environment
in some of our larger markets, primarily New York and Los Angeles.

"As in prior periods of market volatility, we are confronting
short-term market challenges with a long-term emphasis on
consistently delivering Hispanic listeners to our advertisers.

"We are encouraged with Arbitron's Fall ratings book, which showed
solid audience share gains in our key markets.  Furthermore, Mega
TV in Miami, while still in an early stage of development,
continues to build a dynamic audience base in South Florida.

"Our Internet properties have also garnered an impressive user
base, and we remain focused on monetizing our attractive user
demographics.

"Overall, we are pleased with the progress we are making in
positioning our assets to excel in a dynamic media marketplace.
We believe the investments we are making in our business today
will lead to enhanced value for our shareholders."

At Dec. 31, 2006, the company's balance sheet showed
$929.7 million in total assets, $516.8 million in total
liabilities, $89.9 million in cumulative exchangeable redeemable
preferred stock, and $323 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?1c3c

                    About Spanish Broadcasting

Spanish Broadcasting System Inc. (NasdaqGM: SBSA)--
http://www.spanishbroadcasting.com/-- is the largest publicly
traded Hispanic-controlled media and entertainment company in the
United States.  SBS owns and operates 20 radio stations located in
the top Hispanic markets of New York, Los Angeles, Miami, Chicago,
San Francisco and Puerto Rico.  The company also owns and operates
Mega TV, a television operation serving the South Florida market,
and occasionally produces live concerts and events throughout the
U.S. and Puerto Rico.  In addition, the company operates
http://LaMusica.com/a bilingual Spanish-English online site
providing content related to Latin music, entertainment, news and
culture.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Miami, Florida-based radio and television
broadcaster Spanish Broadcasting System Inc. to 'B-' from 'B'.


STRUCTURED ASSET: Moody's Cuts Rating on Class B2 Certs. to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded two certificates from a
transaction issued by Structured Asset Securities Corporation,
Series 2005-AR1.  The transaction consists of subprime first-lien
adjustable- and fixed-rate loans.  The originators of the loans
are Argent Mortgage Company, LLC (96%) and Ameriquest Mortgage
Company (4%).

The two most subordinate certificates from the transaction have
been downgraded because existing credit enhancement levels are low
given the current projected losses on the underlying pools.  The
pools of mortgages have built up a large delinquency pipeline and
future loss could cause a significant erosion of the
overcollateralization (OC).  The pools currently have $10,271,010
of OC which is below the target of $15,747,108, as of the
Feb. 26, 2007, reporting date.

These are the rating actions:

   * Structured Asset Securities Corporation, Mortgage
     Pass-Through Certificates

      -- Series 2005-AR1; Class B1, downgraded to Ba1 from Baa3
      -- Series 2005-AR1, Class B2, downgraded to B1 from Ba1


SWEETMAN RENTAL: Allen Kuenhle Approved as Bankruptcy Counsel
-------------------------------------------------------------
Sweetman Rental, LLC, dba Sweetman Music, obtained permission from
the U.S. Bankruptcy Court for the Southern District of Ohio to
employ Allen Kuehnle Stovall & Newman LLP as its counsel.

Allen Kuehnle is expected to:

   a) advice the Debtor of its rights, powers and duties as
      Debtor-in-possession;

   b) advice and assist the Debtor in preparing all applications,
      motions, answers, orders, reports, schedules and other legal
      documents in the administration of the Chapter 11 case;

   c) review all financial and other reports to be filed with the
      court and the U.S. Trustee;

   d) advice and assist the Debtor in negotiation and
      documentation of refinancing or sale of its assets, debt and
      lease restructuring, executory contract and unexpired lease
      assumptions, assignments or rejections and related
      transactions;

   e) represent the Debtor on actions to collect and recover
      property for the benefit of the estate;

   f) review the nature and validity of liens and advising the
      Debtor on the enforceability of such liens;

   g) counsel the Debtor on actions to collect and recover
      property for the benefit of the estate;

   h) assist the Debtor in formulating, negotiating and obtaining
      confirmation of a plan of reorganization and prepare other
      related documents; and

   i) perform other legal services appropriate in the
      administration of the Debtor's business.

J. Matthew Fisher, Esq., an associate at Allen Kuehnle Stovall &
Neuman LLP, tells the Court that the Firm's postpetition retainer
fee is $50,000 and that the firm's professionals bill:

     Professionals               Designation     Hourly Rate
     -------------               -----------     -----------
     Thomas R. Allen, Esq.       Partner            $275
     Richard K. Stovall, Esq.    Partner            $250
     J. Matthew Fisher, Esq.     Associate          $210
     Jerry E. Peer, Jr., Esq.    Associate          $180
     Christine Duraney           Paralegal           $80

Mr. Fisher assures that the Firm is "disinterested" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Fisher can be reached at:

      J. Matthew Fisher, Esq.
      Allen Kuenhle Stovall & Neuman LLP
      21 West Broad Street, Suite 400
      Columbus, OH 43215-4100
      Tel: (614) 221-8500
      Fax: (614) 221-5988
      http://www.akslaw.net/

Headquartered in Lancaster, Ohio, Sweetman Rental, LLC dba
Sweetman Music -- http://www.sweetmanmusic.com/-- sells musical
instruments in Central and Southeastern Ohio, and offers repair
services on musical instruments.  The company filed for Chapter 11
protection on Jan. 9, 2007 (Bankr. S.D.OH. Case No. 07-50116).
Matthew Fisher, Esq. of the Allen, Kuehnle, Stovall & Neuman LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $100,000 to $1 million and estimated debts
of  $1 million to $100 million.


THOMASTON MILLS: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
approved the request of Charles C. Crumley, the Chapter 11 Trustee
for Thomaston Mills, Inc., and converted the Debtor's case to a
chapter 7 liquidation proceeding.

The Court also dismissed the Chapter 11 Trustee's request to
dismiss the Debtor's case as moot.

Thomaston Mills Inc operated three textile plants that
manufactured sheets, pillowcases and comforters for retail
customers, and also manufactures textiles for the home furnishings
and piece dyed markets.  The company filed for chapter 11
protection on June 19, 2001 (Bankr. M.D. Ga. Case No. 01-52544).
The Court appointed Charles C. Crumley as the chapter 11 trustee.
Mr. Crumley is represented by attorneys from Akin, Webster &
Matson, P.C., and Powell, Goldstein, Frazer & Murphy.


TOWER RECORDS: Files Disclosure Statement in Delaware
-----------------------------------------------------
MTS Inc. dba Tower Records and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement describing their Chapter 11 Plan of
Liquidation, Bill Rochelle of Bloomberg News reports.

According to Mr. Rochelle, the disclosure statement said unsecured
claims of trade suppliers will total $73.5 million, in addition to
other unsecured claims expected to range from $95 million to
$115 million.

The Debtors estimated that assets available for distribution
to trade suppliers and other unsecured creditors will range from
$3 million to $26 million, Mr. Rochelle relates.

The Court is set to consider the adequacy of the disclosure
statement on May 3.

                            Asset Sale

The Debtors auctioned their intellectual property assets this
month.

The IP Assets -- which include the Debtors' website business,
including Tower.com, trademarks, and international licenses --
were part of the Debtors' Court-approved auction in October 2006,
but were never sold due to the inability of the Debtors to close
sale transactions.

On Sept. 6, 2006, the Debtors obtained Court approval for the sale
of substantially all of their assets.  The Debtors' assets were
auctioned in October 2006 in accordance with a consortium of bids
made by multiple parties.

Included in the consortium of bids was the successful bid of
Norton LLC for, among other things, the Debtors' website business.

According to the Debtors, the sale of the website business did not
push through because of some business, technical and operational
issues that became apparent in the course of the negotiations.

The Debtors' inventory and fixed assets were sold to Great
American Group for $104 million.

                          CIT Obligation

At the commencement of their chapter 11 cases, the Debtors'
capital structure included approximately $80 million in first
priority secured debt owed to CIT Group/Business Credit Inc. as
well as more than $70 million of second priority secured debt
asserted by secured trade vendors.  In addition, the Debtors
estimate that they face at least another $50 million in unsecured
claims.

Proceeds from the October Auction Sale were used to pay in full
the first priority secured debt the Debtors owe CIT.

                        About Tower Records

Headquartered in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


TRANSMERIDIAN EXPLORATION: Posts $54.3 Million Net Loss in 2006
---------------------------------------------------------------
Transmeridian Exploration Incorporated reported a net loss of
$54.3 million on revenues of $24.7 million for the year ended
Dec. 31, 2006, compared with a net loss of $21.6 million on
revenues of $8.4 million for the year ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, the company produced 744,042
barrels of crude oil, or an average of 2,038 Bbls per day, as
compared to 400,425 Bbls, or an average of 1,097 Bopd, for the
year ended Dec. 31, 2005.  For the year ended Dec. 31, 2006, the
company sold 752,342 Bbls of crude oil at an average price of
$34.54 per Bbl, as compared to 324,355 Bbls of crude oil at an
average price of $27.62 per Bbl, for the year ended Dec. 31, 2005.

Transmeridian Exploration also reported estimated proved reserves
for its South Alibek Field in Kazakhstan.  The company's net share
of estimated proved reserves at Dec. 31, 2006, was 67.2 million
barrels, as compared to 72.9 million barrels at Dec. 31, 2005.
The estimates of proved reserves have been prepared by Ryder Scott
Company, independent petroleum engineers, in accordance with U.S.
Securities and Exchange Commission guidelines.  The field is in
the early stages of development, with significant future drilling
planned.

At Dec. 31, 2006, the company's balance sheet showed
$356.6 million in total assets, $289.7 million in total
liabilities, $40.9 million in senior redeemable convertible
preferred stock, and $26 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?1c28

For the years ended Dec. 31, 2006, and 2005, capital expenditures
were $107.3 million and $20.7 million, respectively.  Primary
sources of funding have been private placements of common and
preferred stock, borrowings under the company's credit facilities
with a Kazakhstan bank and the private placement of senior secured
notes due 2010 and warrants to purchase shares of common stock.
The total capitalized cost attributable to the South Alibek Field
as of Dec. 31, 2006 was $334.8 million, which includes
$16.6 million of capitalized interest.

                 About Transmeridian Exploration

Transmeridian Exploration Incorporated (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company primarily targets
fields with proved or probable reserves and significant upside
reserve potential.  Transmeridian Exploration currently has
projects in Kazakhstan and southern Russia and is pursuing
additional projects in the Caspian Sea region.


TRAVELPORT LLC: Additional Debt Cues S&P's to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Travelport LLC, including lowering the corporate credit rating to
'B' from 'B+'.  The rating action reflects the company's more
aggressive financial policy, which includes the addition of over
$2 billion of debt to its capital structure to fund a $1.1 billion
dividend to its owners and $1.090 billion to merge with Worldspan
L.P., and integration risks associated with the company's pending
merger with Worldspan.

All ratings are removed from CreditWatch, where they were placed
with negative implications on Dec. 7, 2006.  In addition, Standard
& Poor's assigned its 'B' corporate credit rating to Travelport
Holdings Ltd., a holding company for the Travelport group of
businesses and a parent company for Travelport LLC, and 'CCC+'
rating to Travelport Holdings' senior paid-in-kind loan.

In addition, Travelport LLC's $3.690 billion secured revolver and
first-lien term loan is rated 'B', with a recovery rating of '2',
indicating the expectation for substantial [80%-100%] recovery of
principal in the event of a payment default.

"The company's decision to use proceeds of the $1.1 billion PIK
loan to pay Travelport's owners a dividend just seven months after
the company's acquisition indicates a more aggressive financial
policy," said Standard & Poor's credit analyst Betsy Snyder.

"However, if the company uses proceeds from its announced IPO of
its Orbitz business to reduce debt later in 2007, and the merger
with Worldspan is proceeding as expected, ratings could be raised
to 'B+'. Accordingly, the outlook is positive."

Only seven months after Travelport's August 2006 acquisition by
the Blackstone Group for $4.3 billion from Cendant Corp., the
company is adding over $2 billion of debt to finance a merger with
Worldspan L.P. and to pay a dividend to its owners.  This has
resulted in a more aggressive financial profile than previously
expected.  Travelport Holdings Ltd., a holding company for the
Travelport group of businesses and a parent company for Travelport
LLC, will borrow $1.1 billion through a PIK loan, proceeds of
which will fund the dividend.  Travelport will add $1.090 billion
to its credit facility to fund the merger with Worldspan.

The company has reported its intent to sell a portion of Orbitz in
an IPO later in 2007, with proceeds used to partially pre-pay
Travelport LLC's term loan.  Despite the strong cash flow
typically generated by travel distribution companies, further
material improvement to Travelport's credit profile will be
constrained if the planned Orbitz IPO is unsuccessful.  If the
IPO is successful, with proceeds used to reduce the term loan,
ratings would likely be raised to 'B+'.

If the company successfully completes the IPO of Orbitz, with
proceeds used to reduce debt, ratings could be raised to 'B+'.  If
Travelport does not reduce debt or expected integration benefits
from the merger with Worldspan are not realized, the outlook could
be revised to stable.


UNUM GROUP: Moody's Rates $300 Million 5.859% Senior Notes at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior debt rating to
Unum Group's $300 million issue of 5.859% senior notes due
May 2009.  The outlook on the ratings for UNM and its affiliates
is negative.

The issue of senior notes was conducted as part of the planned
remarketing of $300 million of senior debt underlying UNM's
outstanding 8.25% adjustable conversion rate equity security units
issued in May 2004.  Proceeds from the issue will be initially
held in trust and invested in a portfolio of US Treasury
securities maturing on or before May 15, 2007, at which time the
portfolio will be transferred to UNM to pay for new UNM common
stock to be issued to ACEs holders under the mandatory stock
purchase feature of the ACEs security.

UNM participated in the remarketing, purchasing and retiring
$150 million of the senior notes.  As a result, Moody's
anticipates only $150 million of the issue will be outstanding
going forward, and views the partial retirement of this debt by
UNM as a positive credit event.

Moody's said that UNM's ratings are based on the company's leading
market share in the group long-term and individual disability
markets and that the ratings also reflect the company's access to
a huge claims data-base, focus on claims management and
return-to-work programs, its position in the group life market,
and a solid presence in the growing worksite marketing area.
However, the rating agency noted that these strengths are tempered
by UNM's concentration of earnings in the group and individual
disability businesses, continuing competition in the group
disability and group life markets, and the group's moderately high
financial leverage and constrained fixed charge coverage.

The last rating action for UNM occurred on Nov. 2, 2006, when
Moody's changed the outlook on UNM's debt ratings, as well as the
insurance financial strength ratings of its U.S. life insurance
subsidiaries, to negative from stable.

Unum Group is headquartered in Chattanooga, Tennessee.  At
Dec. 31, 2006, Unum Group had total assets of approximately
$53 billion and total shareholders' equity of $7.7 billion.


URSTADT BIDDLE: Fitch Holds BB Rating on $114 Mil. Preferred Stock
------------------------------------------------------------------
Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer
Default Rating at 'BB+'.  Fitch also affirms the 'BB' rating on
the $114 million outstanding preferred stock.  The Rating Outlook
remains Stable.

The ratings reflect UBP's low leverage and strong coverage ratios
in comparison to similarly rated REITs.  The company generates
stable, consistent cash flows through the ownership of solid
quality, predominantly grocery-anchored, shopping centers located
primarily in the high income, mature suburban markets of Fairfield
County, Connecticut and Westchester and Putnam Counties in New
York, which together comprise 82% of the company's gross leaseable
area.

In addition, the management team is well seasoned with highly
localized expertise, and the company has a reasonable lease
expiration schedule.  Moreover, the company's lack of development
projects or complicated joint venture structures is also looked
upon favorably.

The ratings acknowledge the significant geographic, asset, and
tenant concentrations inherent in the portfolio and the overall
small size of the company.  Out of UBP's 30 core retail
properties, 25 are located in one of three suburban metropolitan
New York counties.  While this represents 82% of gross leaseable
area and 85% of net operating income, these are strong markets in
which to be located due to their high income, above-average
barriers to entry and mature nature.

Furthermore, single asset concentration and size is a concern as
the company's portfolio consists of 38 total properties and UBP's
three largest assets comprise approximately 31% of total company
NOI.  In addition, the company's largest asset, Stamford Ridgeway
has its mortgage coming due next year, which at 50% of total debt
does represent sizeable near-term refinancing risk.  However, the
property has a relatively low loan-to-value and the company
intends to and should be able to refinance this property
relatively comfortably.

Support for the rating comes from strong coverage of both interest
expense and preferred stock dividends and low leverage levels.
This is exemplified by EBITDA coverage of interest expense of
6.4x and fixed-charge coverage of 2.5x for the most recent
quarter.  In addition, debt-to-total book capitalization and debt
plus preferred-to-total book capitalization is 21% and 42%,
respectively, at the end of the same time period.  The company has
approximately $109 million of debt, all of which is secured, and
except for the $5 million outstanding on the secured credit
facility (4.6% of debt) none of the company's outstanding debt
carries a variable rate.  For a completely secured lender, UBP has
significant financial flexibility as 24 of the company's 38
properties are unencumbered, which represents about 53% of total
company gross book value.

Urstadt Biddle Properties Inc. is a fully integrated,
self-administered real estate investment trust, which acquires,
owns, and leases primarily grocery-anchored retail shopping
centers, where most of the properties are located in suburban
metropolitan New York markets in Connecticut and New York state.
The company owns 38 properties aggregating 3.8 million square feet
of space located in nine states, with 30 of them considered core
retail properties.  The company currently has total assets of
$456 million, total debt of $109 million, and an undepreciated
total book capital of $527 million.


VENTURECAP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Venturecap
        369 Santa Ana Avenue
        San Francisco, CA 94127

Bankruptcy Case No.: 07-30342

Chapter 11 Petition Date: March 26, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: Fayedine Coulter, Esq.
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245

Debtor's financial condition as of March 26, 2007:

      Total Assets: $2,500,000

      Total Debts:  $2,784,000

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


VISTEON CAPITAL: Moody's Holds Corporate Family Rating at B3
------------------------------------------------------------
Moody's Investors Service affirmed Visteon Corporation's Corporate
Family Rating of B3, term loan rating of Ba3 and Speculative Grade
Liquidity rating of SGL-3, but changed the ratings outlook to
negative from stable.

At the same time, the rating agency affirmed the company's
Corporate Family Rating of B3 and left the Speculative Grade
Liquidity rating unchanged at SGL-3.

The actions flow from Visteon's increase in the size of its term
loan facility by up to $500 million.  Proceeds from the
incremental loan may be used in part to lower utilization of its
European securitization and factoring facilities, with the balance
used to increase its cash and marketable security position as well
as retained as balance sheet cash.

While the resultant improved liquidity will serve to limit the
probability of default in the near term, the additional funding
elevates the company's leverage and fixed charges at a time when
the North American automotive industry faces significant
challenges and follows guidance from the company that it will not
achieve positive free cash flow until 2009.  Coverage ratios will
remain weak for a more protracted period until cumulative savings
from its restructuring initiatives contribute to improved earnings
and cash flows.  Although Visteon will have sufficient resources
to accomplish this transformation, and favorable trends in
customer and geographic diversification will continue, it remains
vulnerable to adverse developments at its largest customer, Ford
Motor Company.

The new $500 million tranche of the term loan will take the total
facility to $1,500 million.  The new tranche will have a final
maturity in December 2013 compared to the existing $1,000 million
which matures in June 2013.  The term loans are guaranteed by
material domestic subsidiaries and have a first lien against
Visteon's shareholdings in certain subsidiaries and against
intercompany debt primarily owed by foreign subsidiaries.

In addition, collateral includes a second lien against certain
U.S. accounts receivable, inventory and property, plant and
equipment which are subject to a first lien held by revolving
credit facility lenders.  A restructuring of Visteon's legal
organizational structure will facilitate the pledge of incremental
international subsidiary shareholdings.

Significantly, the collateral pool will be supplemented by the
addition of the bulk of Visteon's shareholding in Halla Climate
Control of South Korea.  Visteon owns 70% of Halla; shares pledged
will represent a 65% interest in the company.  Initially, the
proceeds will be retained as cash but could accommodate reduced
utilization of Visteon's European securitization facility
($76 million at Dec. 31, 2006) and the expiration of its European
factoring facilities ($81 million sold at the end of the year).
Net funds retained from the financing will add to the roughly
$1 billion of cash held by Visteon at the end of the fourth
quarter.

The additional cash, combined with existing internal and external
resources, are expected to cover Visteon's cash flow deficits over
the next two years, thereby minimizing a need for future external
funding.  The company's principal bank facilities do not have
financial maintenance covenants until certain minimal defined
liquidity thresholds are pierced.  Visteon should have ample
resources to preserve its liquidity above those defined levels.

As such, the transaction serves to reduce the probability of
default.  However, the financing will raise Visteon's debt/EBITDA
leverage, which approximated 6.1x at the end of 2006, and will add
to interest expense.  EBIT/interest coverage was roughly 0.5x in
2006 and is expected to remain at or under 1x over the
intermediate term.  Moody's would expect Visteon's quantitative
metrics to remain weak until 2009 and are positioned in the lower
range for the rating category.

The B3 Corporate Family rating emphasizes recognizes these weaker
metrics and the lengthier time frame required for the company's
restructuring program to produce material improvements in free
cash flow generation and coverage ratios.  In part, the company's
financial and operating challenge result from meaningful
reductions in market share and build-rates by its largest
customer, Ford, as well as prevailing industry conditions
affecting most auto makers and suppliers.

While Visteon continues with an improved customer mix and book of
new business awards, as well as a sound strategy and sufficient
resources to facilitate its transformation, its debt/EBITDA will
remain elevated and interest coverage will be less than 1x for a
protracted period.  Positive free cash flow is not expected until
2009.

Visteon's overall performance for rating factors contained in
Moody's Auto Supplier Methodology map to an indicated rating of
B1.  This mapping reflects the company's very weak credit metrics,
which are more consistent with the Caa rating level, balanced
against substantial scale, global footprint, improving customer
and geographic diversification and stability provided by its
liquidity and debt maturity profile which are reflective of a Ba
level.

Notwithstanding Visteon's mapping to the B1 rating level under the
Auto Methodology, the assigned B3 Corporate Family rating
recognizes the considerable operational and financial risk that
the company faces as a result of the ongoing challenges
confronting Ford, and protracted time frame of the company's turn
around program.  Over time, ongoing restructuring actions should
better position its fixed and variable cost structure to achieve
higher margins.  But, current industry conditions are not very
accommodative and make this more challenging to achieve in the
near term.

The negative outlook incorporates current views on the company's
prospective leverage, coverage ratios and lack of free cash flow
generation.  It also considers ongoing exposure to a challenging
automotive environment in North America and the potential which
any adverse industry developments may have to cause further
deterioration in the company's metrics.  However, additional funds
from the $500 million term loan do enhance Visteon's liquidity and
serve to limit near term default risks.  Resources in the Ford
funded escrow account continue to be available to finance ongoing
restructuring actions, which, over a longer period of time, could
permit stronger results to emerge.

Visteon's Speculative Grade Liquidity Rating is SGL-3 and
represents adequate liquidity over the next 12 months.  This is
based upon significant cash balances, availability under its
external financing commitments, an extended debt maturity profile,
and minimal constraints from financial covenants under its bank
credit facilities.  Although balance sheet cash will increase as a
result of the financing, the increase is substantially offset by
expectations of negative free cash flow in both 2007 and 2008.
The rating also reflects a limited scope to develop incremental
alternative liquidity arrangements given the extent of assets
pledged.

The Ba3, LGD2, 17% rating on the secured term loan, three notches
above the Corporate Family Rating, reflects the benefits of its
collateral package as well as the effective subordination of
approximately $1.0 billion of unsecured notes which are at the
parent level and lack up-streamed guarantees from domestic
subsidiaries.  The junior position in the capital structure
results in a Caa2, LGD6, 92% rating for the notes.

Ratings affirmed:

   * Visteon Corporation

      -- Corporate Family Rating, B3

      -- Probability of default, B3

      -- Secured bank term loan (increased to $1.5 billion from
         $1.0 billion), Ba3

      -- Unsecured notes, Caa2

      -- Shelf filings for unsecured, subordinated, and preferred,
         Caa2, Caa2, and Caa2 respectively

      -- Speculative Grade Liquidity rating, SGL-3

   * Visteon Capital Trust I

      -- Shelf filing trust preferred, Caa2

Ratings changed:

   * Visteon Corporation

      -- Outlook, to negative from stable

LGD Assessments revised:

   * Visteon Corporation

      -- Secured bank term loan, LGD-2, 17% from LGD-2, 24%

      -- Unsecured notes, LGD-6, 92% from LGD-6, 91%

      -- Shelf filing unsecured, LGD-6, 92% from LGD-6, 91%

      -- Shelf filings, subordinated and preferred, LGD-6, 97%
         from LGD-6, 96%

   * Visteon Capital Trust I

      -- Shelf filing trust preferred, LGD-6, 97% from LGD-6, 96%

The last rating action was on Nov. 22, 2006, at which time the
Corporate Family Rating was lowered to B3 from B2 and the outlook
was changed to stable.  Visteon's $350 million revolving credit
facility is not rated.

Visteon Corporation, headquartered in Van Buren Township,
Michigan, is a global tier 1 automotive supplier focused on
climate control systems, electronic/lighting products and
interiors.  Annual product revenues were approximately
$10.9 billion in 2006.  The company has operations in
26 countries.


VOICE MOBILITY: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Voice Mobility International 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 net losses and
shareholders' deficiency.

Voice Mobility International Inc. reported a net loss of
$3.3 million on sales of $94,000 for the year ended Dec. 31, 2006,
compared with a net loss of $3 million on sales of $34,344 for the
year ended Dec. 31, 2005.

The increase in net loss of $273,350, or 9%, was primarily
attributable to an increase of $648,350 in stock-based
compensation expenses recognized from the adoption of FAS 123(R).
There were also decreases in payroll costs of approximately
$203,000, consulting fees of approximately $9,000, professional
fees of $158,000 and travel costs of approximately $46,000.

At Dec. 31, 2006, the company's balance sheet showed $3.9 million
in total assets and $10.4 million in total liabilities, resulting
in a $6.5 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1c2c

                       About Voice Mobility

Based in Burnaby, British Columbia, Canada, Voice Mobility
International Inc. (OTC BB: VMII.OB) (TORONTO: VMY.TO) --
http://www.voicemobility.com/-- markets and deploys next
generation messaging solutions that provide enhanced messaging
features and functionality while ensuring integration with, or
replacement of, existing first generation voicemail messaging
systems.


WEST CONTRA: S&P Junk Rating on Series 2004 Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'C' from
'BBB' on West Contra Costa Healthcare District, California's
certificates of participation, series 2004.  The outlook is
negative.

"The rating was lowered due to notice from the district that we
will not be receiving legal comfort in the form of a bankruptcy
counsel opinion to the effect that payment to the certificate
holders will not be interrupted due to the district's October 2006
bankruptcy filing," said Standard & Poor's credit analyst Misty
Newland.

"By definition, a 'C' rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action has
been taken, but payments on this obligation are being continued."

Standard & Poor's has confirmed with the certificate trustee that
the Jan. 1 2007, debt service payment has been made.  The next
payment is due on July 1, 2007.


WILLIAM HARRIS: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William Stacy Harris
        11232 Los Lagos Northeast
        Albuquerque, NM 87111-7526
        Tel: (505) 255-0202

Bankruptcy Case No.: 07-10700

Type of Business: The Debtor previously filed for chapter 11
                  protection on September 5, 2002 (Bankr.
                  D. N.M. Case No. 02-16243).

Chapter 11 Petition Date: March 26, 2007

Court: District of New Mexico (Albuquerque)

Judge: James Starzynski

Debtor's Counsel: Louis Puccini, Jr., Esq.
                  Puccini & Meagle, P.A.
                  P.O. Box 30707
                  Albuquerque, NM 87190-0707
                  Tel: (505) 255-0202
                  Fax: (505) 255-8726

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
NM Taxation & Revenue Dept.        Tax Lien              $133,283
P.O. Box 8575
Albuquerque, NM 87198-8575

NM Department of Labor             Lien                   $50,604
401 Broadway Boulevard Northeast
Albuquerque, NM 87102-2330

Citibank CBSD N.A.                 Credit Card            $12,736
P.O. Box 6241
North Newton, KS 67117-6241

Chase/Bank One Card Services       Credit Card             $9,267

Bank of America                    Credit Card             $8,222

American Express                   Credit Card             $2,361

Capital One Services               Credit Card               $665

American General Finance                                  Unknown

Dillard National Bank              Credit Card            Unknown


WILLIAM ZOBEL: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William Arthur Zobel
        2214 B East 20th Street
        Joplin, MO 64804

Bankruptcy Case No.: 07-30155

Type of Business: The Debtor previously filed for chapter 11
                  protection on June 20, 2001 (Bankr.
                  W.D. Mo. Case No. 01-61329).

Chapter 11 Petition Date: March 26, 2007

Court: Western District of Missouri (Joplin)

Debtor's Counsel: Norman Rouse, Esq.
                  Collins, Webster & Rouse, P.C.
                  20th Street and Prosperity Road
                  P.O. Box 1846
                  Joplin, MO 64802-1846
                  Tel: (417) 782-2222
                  Fax: (417) 782-1003

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                 $1,130,151
   Collection Division
   2345 Grand Boulevard, Suite 301
   Kansas City, MO 64108

   Vogler Law Firm                             $11,000
   St. Louis, MO

   Kansas Department of Revenue                 $2,317
   P.O. Box 12005
   Topeka, KS 66612

   Missouri Department of Revenue                 $987
   P.O. Box 3375
   Jefferson City, MO 65105-3375


WORLDSPAN LP: S&P Affirms Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Worldspan L.P., following the
downgrade of its intended merger partner, Travelport LLC, to 'B'
from 'B+'.  All ratings were removed from CreditWatch with
developing implications, where they were placed on
Dec. 7, 2006, after the merger agreement was disclosed.

Worldspan is the leading processor of GDS transactions for on-line
travel agencies.  Travelport processes both on-line and off-line
transactions.

"The merger with Travelport is expected to be completed in
mid-2007; upon completion of the merger, ratings on Worldspan will
be withdrawn," said Standard & Poor's credit analyst Betsy Snyder.

The outlook is stable.

The ratings on Worldspan reflect its weak financial profile and
limited financial flexibility after several recapitalizations, in
which debt was used to redeem preferred stock held by the
company's owners and to pay them a dividend of approximately
$600 million in December 2006.  However, Worldspan benefits from
its leading position in processing on-line travel bookings, the
fastest-growing segment of the travel distribution industry.  This
segment accounts for approximately 90% of Worldspan's revenues.

Further outlook revisions are unlikely due to the company's
pending merger with Travelport.  At the time the merger is
completed, ratings on Worldspan will be withdrawn.


YUKOS OIL: PwC to Retain Russian Business Despite Issues
--------------------------------------------------------
PricewaterhouseCoopers intends to continue doing business in
Russia despite allegations of irregularities in its auditing of
OAO Yukos Oil Co.'s financials in 2002-2004, and accusations of
tax evasion activities, MosNews reports.

Although the firm denied both allegations, analysts warned that
the firm stands to lose some of its market share, MosNews adds.

As reported in the Troubled Company Reporter, the Moscow
Arbitration Court has invalidated a contract between Yukos Oil
and the Russian branch of PwC and has ordered the firm to pay
RUR16.8 million ($645 million) to the state, which includes a
$145 million repayment from PwC on the cost of the contract.

The Federal Tax Service of Russia had accused PwC of covering up
Yukos's alleged illegal financial schemes and compiling two
different audits -- one for internal use and another for
shareholders.

                        Back-Tax Probe

Representatives of the Russian Ministry of Internal Affairs and
Prosecutor General's Office seized documents from PwC's Moscow
office on March 9 relating to a separate tax-evasion probe
against the auditing firm.  The authorities had accused PwC of
evading up to RUR243 million ($9.3 million) in taxes in 2002
on its manager's orders.

According to RIA Novosti, Russian tax regulators suspected PwC's
Moscow branch of under-reporting profit tax on sums it allegedly
paid to PricewaterhouseCoopers Resources B.V.  The offshore
company was supposed to provide financial consultations to
clients in Russia, but the Moscow branch provided these services
instead, RIA relates.

                           About PwC

PricewaterhouseCoopers -- http://www.pwc.com/-- is the leading
professional services organization in the world, ranking first
or second in every market it operates.  It has established
offices in Moscow, St. Petersburg, Yuzhno-Sakhalinsk and
Togliatti.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is
an open joint stock company existing under the laws of the
Russian Federation.  Yukos is involved in energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to
oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was
dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

March 29-31, 2007
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

March 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Rising to the (Counter) Top of the Market
         Solera, Minneapolis
            Contact: http://www.turnaround.org/

March 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      10th Annual April Fools' Networking Cocktail Reception
         University Club, New York, New York
            Contact: 646-932-5532 or http://www.turnaround.org/

March 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Zinifex/Pasminco - What a ride?
         Ferriers, Melbourne, Australia
            Contact: http://www.turnaround.org/

April 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Case Study "When Everything Goes Wrong"
         University of Florida, Gainesville, Florida
            Contact: http://www.turnaround.org/

April 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Pal's Cabin, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, District of Columbia
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   BEARD AUDIO CONFERENCES
      Second Lien Financings and Intercreditor Agreements
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC 4th Spring Luncheon and Founders Awards
            Washington, District of Columbia
               Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
         Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   BEARD AUDIO CONFERENCES
      Real Estate Bankruptcy
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast with Association for Corporate Growth
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast: Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Tyson's Corner Marriott, Vienna, Virginia
            Contact: 215-657-5551 or http://www.turnaround.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Operational Turnaround Management
         Renaissance Hotel, Syracuse, New York
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Investigation
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Nuts & Bolts of Buying and Selling
         Distressed Companies
            University Club, Chicago, Illinois
               Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   BEARD AUDIO CONFERENCES
      Hospitals in Crisis: The Insolvency Crisis Plaguing
         Hospitals Across the U.S.
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, Florida
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, Connecticut
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, Pennsylvania
            Contact: http://www.ali-aba.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Working Effectively with
         the Media to Create Publicity for Your Business
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, Missouri
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Equity Sponsor Panel Breakfast
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 1, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   Networking Organization of Women Visit King Tut Exhibit
      Franklin Institute, Philadelphia, Pennsylvania
         Contact: 215-657-5551 or www.turnaround.org/

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Washington University, Arizona
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/

May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Tara Marie A. Martin, Frauline S.
Abangan, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***