TCR_Public/070404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 30, 2007, Vol. 11, No. 76

                             Headlines

ABACUS 2006-13: Fitch Puts Low-B Ratings on Three Note Classes
ADVANCED MARKETING: U.S. Trustee Amends Official Panel Composition
ADVANCED MARKETING: Court Approves Management Incentive Plan
ALLIANCE IMAGING: Oaktree and MTS Buys 49.7% of Common Stock
ALTRA INDUSTRIAL: Completes Solicitation of 9% Senior Notes

ALTRA INDUSTRIAL: Launches Private Offering for $105 Mil. of Notes
ALTRA INDUSTRIAL: Moody's Holds Junk Rating on 11.25% Senior Notes
ALTRA INDUSTRIAL: Add-on Cues S&P to Affirm Sr. Notes' Junk Rating
AMERICAN LODGING: Plan Proposes to Pay All Unsecured Creditors
AMERICAN MEDIA: Posts $160.9 Mil. Net Loss in Yr. Ended March 31

AMERICAN TECH: Posts $792,314 Net Loss in 2nd Qtr. Ended Jan. 31
AMERIGROUP CORP: Offering $200 Million of Convertible Senior Notes
AMERIGROUP CORPORATION: Pays $51.7 Million to Bank of America
ARVINMERITOR INC: Names R. Sachdev as Asia Pacific President
ASSET BACKED: Moody's Review Ratings and May Downgrade

ASSOCIATED MATERIALS: Earns $2.3 Million in Quarter Ended Dec. 30
BEAR STEARNS: DBRS Puts Low-B Ratings on Six Certificate Classes
BEAR STEARNS: Moody's Assigns Low-B Ratings on Two Cert. Classes
BEAZER HOMES: Receives Grand Jury Subpoena
BISON BUILDING: Files Schedules of Assets and Liabilities

C-BASS: Moody's Rates Class B-4 Certificates at Ba1
CALPINE CORPORATION: Closes New $5 Billion DIP Financing
CANAL CAPITAL: Posts $8,271 Net Loss in 1st Quarter Ended Jan. 31
CANYON CAPITAL: S&P Puts Positive Watch on 2 Note Classes' Ratings
CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2

CIFC FUNDING: S&P Rates $24 Million Class D Notes at BB
CITIMORTGAGE: Fitch Rates $1.7 Mil. Class B-5 Certificates at B
CITIZENS COMMS: Completes $750 Mil. Senior Unsec. Notes Offering
COMMUNICATION INTELLIGENCE: GHP Horwath Raises Going Concern Doubt
CONEXANT SYSTEMS: CEO Dwight Decker to Retire by Fall

CWABS INC: S&P Cuts Ratings on Two Cert. Classes & Retains Watch
CWMBS: Moody's Junks Rating on Five Class Certificates
DAIMLERCHRYSLER: Auto Workers Unions Want Chrysler to Stay
DAVID LIEBERMAN: Case Summary & 11 Largest Unsecured Creditors
DIVERSA CORP: Insufficient Cash Prompts Going Concern Doubt

EAGLE INSURANCE: New York Supreme Court Hearing Set on April 23
EASI FINANCE: DBRS Puts Low-B Ratings on Six Class Certificates
EASI FINANCE: Fitch Rates $2 Mil. Class B12 Certificates at B
EMERSON RADIO: Earns $3.6 Million in Quarter Ended December 31
ENERGY PARTNERS: Commences Cash Tender Offer for 8,700,000 Shares

FIDELITY FUNDING: Fitch Holds BB Rating on Class B Certificates
FORD MOTOR: Names Neil Schloss as Vice President and Treasurer
GENERAL MOTORS: Europe Division Still Considering Further Job Cuts
GEO GROUP: Repays $200 Million of Senior Credit Facility
GEO GROUP: S&P Lifts Senior Unsecured Debt's Rating to B+ from B

GOODYEAR TIRE: S&P Rates $1.2 Billion Second-lien Term Loan at B+
GRAHAM PACKAGING: Weak Performance Cues S&P's Stable Outlook
GREENBRIER COMPANIES: Increased Debt Cues Moody's to Lower Ratings
GSC GROUP: Moody's Rates $13 Mil. Class D Deferrable Notes at Ba2
HANCOCK FABRICS: Seeks Court Approval of CRP Employment Agreement

HANCOCK FABRICS: Has Until May 21 to File Schedules & Statements
HANGER ORTHOPEDIC: Good Performance Cues S&P's Stable Outlook
HARVEST ENERGY: High Debt Levels Prompt S&P to Downgrade Ratings
HILB ROGAL: Earns $21.4 Million in Quarter Ended December 31
HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1

HUNTSMAN CORP: Moody's Lifts Corp. Family Rating to Ba3 from B1
HUNTSMAN INT'L: Moody's Lifts Corp. Family Rating to Ba3 from B1
IMC INVESTMENT: Judge DeWayne Confirms Chapter 11 Plan
INDYMAC HOME: Moody's Assigns Low-B Ratings on 2 Cert. Classes
INTERNATIONAL COAL: Moody's Holds Corporate Family Rating at B2

INTERSTATE BAKERIES: New Compensation Structure for Board Approved
INTERSTATE BAKERIES: Court Approves Management Incentive Plan
IPC SYSTEMS: WestCom Buyout Cues S&P's Negative CreditWatch
JADWIGA PAWLOWSKI: Voluntary Chapter 11 Case Summary
JENKENS & GILCHRIST: To Pay $76 Million Penalty; Closes Doors

JP MORGAN: Moody's Rates Class MV-10 Certificates at Ba1
KING PHARMA: Key Improvements Cue Moody's Stable Outlook
LENNAR CORP: Earns $68.6 Million in First Quarter Ended Feb. 28
LODGENET ENT: Add-on Cues S&P to Hold B+ Senior Facilities' Rating
LONE STAR: Board Approves $2.1 Billion Sale to U.S. Steel

LONE STAR: U.S. Steel Deal Prompts S&P's Positive CreditWatch
LS POWER: Moody's Rates $1 Bil. 1st-Lien Credit Facilities at B1
MAGUIRE PROPERTIES: S&P Lowers Corp. Credit Rating to BB- from BB
MASONITE CORP: High Leverage Prompts Moody's to Hold B2 Rating
MCLEODUSA INC: Proposed IPO Cues Moody's Developing Outlook

MERRILL LYNCH: Moody's Eyes Possible Downgrade on Ba2 Rating
MITCHELL INT'L: Acquisition Cues Moody's Ratings' Withdrawal
NEW CENTURY: Natixis Selling 3,534 Mortgage Loans, Bids Due Apr. 3
NOVASTAR MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
OAK HILL CREDIT: S&P Holds BB- Rating on $23 Million Notes

ONE WALL: Moody's Rates $10.5 Million Class E Junior Notes at Ba2
OPTEUM INC: Balks at Friedman Billings' Research Report
OSHKOSH TRUCK: Net Income Lowers to $41 Mil. in Qtr. Ended Dec. 31
PACIFIC LUMBER: Scopac Gets Final OK to Hire Blackstone as Advisor
PACIFIC LUMBER: Wants Deloitte & Touche as Auditor

PACIFIC LUMBER: Wants to Employ Pierce Baymiller as HR Consultant
PARMALAT SPA: Temporary Restraining Order Extended to May 14
PROGRESSIVE GAMING: Warns Bankruptcy if Made to Pay $43.7MM Bond
RALI SERIES: S&P Affirms Low-B Ratings on Four Certificate Classes
RCN CORP: Moody's Lowers Rating on 1st-Lien Loan to B1 from Ba2

REAL ESTATE: DBRS Places Low-B Ratings on 6 Class Certificates
RIM SEMICONDUCTOR: Jan. 31 Balance Sheet Upside-Down by $2.5 Mil.
SALTON INC: Board Approves Executed Financing Commitment Letters
SIERRA PACIFIC: PUCN Allows Subsidiary to Raise Power Price
SIRIUS SATELLITE: Keystone Autonics Files Patent Infringement Suit

SOLUTIA INC: Delivers Modifications to 2007 Incentive Program
SOLUTIA INC: Discloses Changes to Severance Deals with 7 Officers
SOLUTIA INC: Agrees to Defer Calpine's Lease Decision to July 27
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
ST. LOUIS IDA: S&P Junks Rating on $2.1 Million Revenue Bonds

STEEL DYNAMICS: Intends to Sell $400 Million of Debt Securities
STEEL DYNAMICS: Moody's Rates $400 Million Debt at Ba2
STEEL DYNAMICS: S&P Rates $400 Mil. Senior Unsecured Notes at BB+
SYMPHONY CLO: S&P Rates $11.5 Million Class E Notes at BB
TARO PHARMACEUTICAL: Kost Forer Raises Going Concern Doubt

TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Hearing Set Today
TOWER AUTOMOTIVE: Files Cerberus Term Sheet; Hearing Set Today
TOWER AUTOMOTIVE: Wants OEM Customer Contracts Filed Under Seal
TRW AUTOMOTIVE: Closes $500 Million Offering of 7% Senior Notes
U.S. STEEL: Board Approves $2.1 Billion Lone Star Acquisition

UNITED SURGICAL: Moody's Junks Rating on $240 Million Senior Notes
UNITED SURGICAL: S&P Junks Rating on Proposed $240 Mil. Sr. Notes
URBAN CHOICE: Case Summary & 12 Largest Unsecured Creditors
VICTORY MEMORIAL: Lease Decision Period Extended Through June 13
WAMU COMMERCIAL: Fitch Assigns Low-B Ratings on Six Cert. Classes

WAMU MORTGAGE: Fitch Puts Low-B Ratings on $5.2 Mil. Certificates
WELLS FARGO: Fitch Assigns Low-B Ratings on $6.3 Mil. Certificates
WELLS FARGO: Fitch Assigns Low-B Ratings on 4 Certificates Classes
WII COMPONENTS: Moody's Junks Rating on Proposed $64 Million Loan
XM SATELLITE: Keystone Autonics Files Patent Infringement Lawsuit

* Greenberg Traurig Shareholder Joins Israel Bonds' Board

* BOOK REVIEW: Admiralty and Maritime Law

                             *********

ABACUS 2006-13: Fitch Puts Low-B Ratings on Three Note Classes
--------------------------------------------------------------
Fitch affirms these classes of ABACUS 2006-13, Ltd.:

   -- $159,000,000 class A notes due 2046 at 'AAA';
   -- $44,718,750 class B notes due 2046 at 'AA+';
   -- $10,931,250 class C notes due 2046 at 'AA';
   -- $11,925,000 class D notes due 2046 at 'AA-';
   -- $11,925,000 class E notes due 2046 at 'A+';
   -- $11,925,000 class F notes due 2046 at 'A';
   -- $7,950,000  class G notes due 2046 at 'A-';
   -- $11,925,000 class H notes due 2046 at 'BBB+';
   -- $9,937,500  class J notes due 2046 at 'BBB';
   -- $18,943,750 class K notes due 2046 at 'BBB-';
   -- $9,937,500 class L notes due 2046 at 'BB+';
   -- $7,950,000 class M notes due 2046 at 'BB'; and
   -- $5,962,500 class N notes due 2046 at 'BB-'.

In addition, Fitch assigns these ratings:

   -- $2,484,500 class O notes due 2046 'B+';
   -- $2,981,500 class P notes due 2046 'B'; and
   -- $994,000 class Q notes due 2046 'B-'.

The ratings are based upon the credit quality of the reference
portfolio, the legal structure of the transaction, the financial
strength of the counterparties and their guarantors, as well as
the credit quality of the collateral assets.  The ratings assigned
to the notes address the timely payment of interest and the
ultimate payment of principal at maturity.


ADVANCED MARKETING: U.S. Trustee Amends Official Panel Composition
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
informs the United States Bankruptcy Court for the District of
Delaware that Grove Atlantic Inc., and Wisdom Publications Inc.,
have resigned from the Official Committee of Unsecured Creditors
in Advanced Marketing Services Inc. and its debtor-affiliates
Chapter 11, effective March 2, 2007.

The U.S. Trustee appointed Harper Collins Publishers, and Workman
Publishing Co. Inc., to fill in the vacant posts.

The Creditors Committee is currently composed of:

      (1) Random House, Inc.
          400 Hahn Road
          Westminster, MD 21157
          Attn: William C. Sinnott
          Tel: (410) 386-7480
          Fax: (410) 386-7439

      (2) Penguin Group USA Inc.
          375 Hudson Street
          New York, NY 10014
          Attn: Alexander Gigante
          Tel: (212) 366-2959
          Fax: (212) 366-2867

      (3) Hachette Book Group USA
          3 Center Plaza
          Boston, MA 02108
          Attn: Dennis J. Balog
          Tel: (617) 263-1880
          Fax: (617) 263-2852

      (4) Harper Collins Publishers
          1000 Keystone Industrial Park
          Scranton, PA
          Attn: John Shearer
          Tel: (570) 941-1244
          Fax: (570) 941-1590

      (5) Workman Publishing Co., Inc.
          225 Varick Street
          New York, NY
          Attn: Philip C. Gerace
          Tel: (212) 614-7665
          Fax: (212) 674-5792

                     About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC 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.  The Debtors' exclusive period to file a
chapter 11 plan expires on Apr. 28, 2007. (Advanced Marketing
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Court Approves Management Incentive Plan
------------------------------------------------------------
The Hon. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware has approved Advanced Marketing
Systems Inc. and its debtor-affiliates' Management Incentive Plan.  
The Debtors are authorized and directed to pay the Plan
Participants with incentive bonuses not exceeding $635,000 in
accordance with the terms of the Incentive Plan.

As reported in the Troubled Company Reporter on March 22, 2007,
Judge Sontchi authorized the Debtors to pay key AMS Employees
retention bonuses aggregating $820,000 under the AMS Retention
Bonus Plan.

According to Judge Sontchi, except as to Gary M. Rautenstrauch,
the Debtors' former chief executive officer, to the extent that
any Incentive Plan Participant is offered commensurate employment
from Baker & Taylor Inc. within 30 days of the closing of the sale
of Publishers Group West Incorporated's rights under its
distribution agreements with various publishers -- as determined
by AMS after consultation with the Official Committee of Unsecured
Creditors, and regardless of whether the Plan Participant accepts
or rejects the employment offer -- the Plan Participant will only
be eligible to receive 50% of the Plan Participant's share of the
Bonus Pool.

Except as to Mr. Rautenstrauch, unless a Plan Participant is
earlier terminated without cause, any payment under the Incentive
Plan is conditioned on the completion of the Business Goals
provided for in the Incentive Plan, Judge Sontchi adds.

Judge Sontchi says Mr. Rautenstrauch will be entitled to receive
70% of his share of the Bonus Pool upon the closing of the Sale.  
Mr. Rautenstrauch will be paid the remaining 30% of his share of
the Bonus Pool on the 90th day after the closing.  If Mr.
Rautenstrauch receives an offer of commensurate employment from
Baker & Taylor before the 90th day after the closing, and
regardless of whether Mr. Rautenstrauch accepts or rejects the
employment offer, then he will not be entitled to receive the
balance of his share of the Bonus Pool.

All payments under the Incentive Plan will be in lieu of each
Plan Participants' rights, if any, to retention payments or any
other claim arising under the Retention Plan adopted by AMS in
April 2006.

The provision of postpetition payments to the Incentive Plan
Participants as authorized will be administrative expenses of the
estates pursuant to Section 503(b) of the Bankruptcy Code, Judge
Sontchi says.

As reported in the Troubled Company Reporter on March 6, 2007,
the approval and implementation of the AMS Management Incentive    
Plan and AMS Employee Retention Plan assures not only continued
services for the consenting publishers under the asset purchase
agreement between Publishers Group West Inc. and Perseus Books
LLC, but also a significant reduction in claims against the estate
of PGW.  Under the Perseus deal, PGW will continue to provide
transition services to Perseus following the closing.   

As a condition to payment, AMS has required the successful
completion of an inventory return program.  The Baker & Taylor
sale documents currently provide that, unless otherwise agreed by
Baker & Taylor, all inventory must be removed from AMS' facilities
within 20 days of closing to the extent that it is not sold to
Baker & Taylor.  

                     About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  
Lowenstein Sandler PC 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.  The Debtors' exclusive period to file a
chapter 11 plan expires on Apr. 28, 2007. (Advanced Marketing
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ALLIANCE IMAGING: Oaktree and MTS Buys 49.7% of Common Stock
------------------------------------------------------------
Alliance Imaging, Inc., reported that funds managed by Oaktree
Capital Management, LLC and MTS Health Investors, LLC have agreed
to purchase approximately 24,501,505 shares of the company's
common stock from a fund managed by an affiliate of Kohlberg
Kravis Roberts & Co., L.P., for approximately $153.1 million or
$6.25 per share.  Upon completion of the transaction, Oaktree and
MTS will own in the aggregate approximately 49.7% and KKR will own
less than 3% of the outstanding shares of common stock of the
company.  The company is not selling any shares in the
transaction.

In connection with the transaction, Oaktree and MTS have entered
into a governance and standstill agreement with the company
pursuant to which, among other things, they are prohibited, for a
period of three years after closing of the transaction, from
increasing their combined beneficial ownership of the Company
beyond 49.9% of the outstanding shares of common stock without the
prior consent of a majority of independent directors.  Upon
completion of the transaction, three of the company's directors
affiliated with KKR will resign from the company's Board of
Directors and each of its committees, three nominees of Oaktree
and MTS will join the Board and the Board size will remain at
seven directors, unless modified by an affirmative vote of two-
thirds of the directors then serving.  A Nominating and Corporate
Governance Committee consisting of four members will be formed,
the Compensation Committee will be increased in size to four
members, and two members of each committee will be nominees of
Oaktree and MTS.  A Finance Committee consisting of three members
will also be formed, with one member being a nominee of Oaktree
and MTS. The Executive Committee will be discontinued.

Oaktree and MTS have agreed to reimburse the company up to
$1.25 million of expenses upon completion of the transaction.  In
connection with the transaction, Oaktree and MTS are not entering
into any management fee arrangement with the company.

The Board of Directors of the company authorized a Special
Committee, composed of the Company's independent directors not
affiliated with KKR, to review the sale of the shares of common
stock by KKR.  The Special Committee hired an independent
financial advisor and independent legal counsel.  In reviewing the
transaction, the Special Committee negotiated the terms of the
governance and standstill agreement on behalf of the company, and
as part of the sale of the shares of common stock by KKR, approved
and recommended the terms of such agreement to the Board of
Directors of the company.  The Special Committee also approved the
three nominees of Oaktree and MTS to the company's Board of
Directors, Michael P. Harmon, Curtis S. Lane and Stephen Kaplan.

The Board of Directors approved changes to the severance
arrangements of certain key executives of the company consisting
of increasing the period during which severance is to be paid to
these officers by 6 to 15 months. T he Board of Directors also
approved, subject to shareholder approval, an amendment to the
company's stock option plan to increase by 1,000,000 the number of
shares of common stock reserved for grants pursuant to the plan.

The transaction is subject to clearance under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and will require the
consent of the company's lenders under its term loan and revolving
credit facilities.  The transaction is expected to close during
the first half of 2007.

"For over seven years, Alliance has greatly benefited from KKR's
advice and input as our majority shareholder, and I look forward
to the contribution of Oaktree and MTS as they assume a
significant equity position in the Company and join our Board of
Directors," Paul Viviano, Alliance Imaging's Chairman of the Board
and Chief Executive Officer, said.  "Together, we will continue to
pursue the successful implementation of our company-wide
initiatives: our focus on providing outstanding, high quality
clinical care to our patients and investing in our growth products
-- fixed site imaging centers, PET / CT services and radiation
oncology centers."

"We are pleased and enthusiastic about our investment in Alliance
Imaging, which we believe to be the strongest independent platform
in the imaging industry," Michael P. Harmon, Managing Director of
Oaktree Capital Management, LLC said.  "Oaktree and MTS take great
pride in this investment and we look forward to supporting the
Alliance management team with our collective resources and
industry experience."

"We've done a considerable amount of work in the diagnostic
imaging industry," Curtis Lane, Founder and Senior Managing
Director of MTS Health Investors said.  "We believe it is the
right time to invest, particularly given the opportunity to
partner with the industry's premier management team."

                      About Alliance Imaging

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

                          *     *     *

Moody's Investors Service and Standard & Poor's assigned their
single-B ratings to Alliance Imaging's 7.5% Senior Subordinated
Notes due 2012.


ALTRA INDUSTRIAL: Completes Solicitation of 9% Senior Notes
-----------------------------------------------------------
Altra Industrial Motion Inc. has successfully completed its
reported consent solicitation relating to its outstanding 9%
Senior Secured Notes due 2011.

On March 21, 2007, the company had received the consents of
holders of $165 million aggregate principal amount of the
outstanding 2011 Notes.  Altra, the subsidiary guarantors of the
2011 Notes and The Bank of New York Trust Company, N.A., the
trustee under the indenture governing the 2011 Notes, have entered
into a supplemental indenture effecting the proposed amendments
as explained in the consent solicitation statement dated March 7,
2007.

In the consent solicitation statement, Altra will make a payment
equal to $2.50 in cash for each $1,000 principal amount of 2011
Notes, which a consent is received and accepted before to the 2011
Note Expiration Date after the supplemental indenture becomes
operative.

The supplemental indenture effecting the amendments will not
become operative unless and until Altra pays for shares of common
stock of TB Wood's Corporation under its pending tender offer and
does not complete a "short-form" back-end merger on the closing
date.

                       About Altra Industrial

Headquartered in Quincy, Massachusetts, Altra Industrial Motion,
Incorporated -- http://www.altramotion.com/-- is a supplier of  
power transmission and motion control products.


ALTRA INDUSTRIAL: Launches Private Offering for $105 Mil. of Notes
------------------------------------------------------------------
Altra Industrial Motion Inc. has commenced a private "tack-on"
offering of $105 million aggregate principal amount of its
9% senior secured notes due 2011.

The company intends to use the proceeds from the offering to
fund, in part, the reported acquisition of TB Wood's Corporation
and pay related fees and expenses.  The company had issued
$165 million of the 9% senior secured notes in November 2004.

The company said that the notes have not been registered under
the Securities Act or any other state securities laws, and may
not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements
of the Securities Act of 1933, as amended and applicable state
securities law.

                      About Altra Industrial

Headquartered in Quincy, Massachusetts, Altra Industrial Motion,
Incorporated -- http://www.altramotion.com/-- is a supplier of  
power transmission and motion control products.


ALTRA INDUSTRIAL: Moody's Holds Junk Rating on 11.25% Senior Notes
------------------------------------------------------------------
Moody's Investors Service affirmed Altra Industrial Motion Inc.'s
B2 corporate family rating in the context of the planned
acquisition of TB Wood's Corporation.  It also affirmed the Caa1
rating of the 11.25% senior unsecured notes due 2013 and
downgraded the rating of the 9% senior secured notes due 2011 to
B2, reflecting the anticipated capital structure after the TB
Wood's acquisition.  The rating outlook was changed to positive.

The affirmation of the corporate family rating is based on the
computation of a pro forma debt to EBITDA ratio of around 5x as of
Dec. 31, 2006, which remains solid for the B2 rating category,
despite the debt increase of around $129 million related to the TB
Wood's acquisition in part comprising of $105 million tack-on 9%
notes due 2011.

Moody's recognized the improvement of Altra's operating
performance and financial condition prior to the TB Wood's
acquisition, providing some leeway within the rating category for
such an acquisition.  In addition, from a business perspective the
rating agency believes that the TB Wood's acquisition is slightly
positive as it will broaden Altra's installed base of power
transmission products with a new exposure to belt drives and new
adjustable speed drives.

In the next twelve months, Moody's expects continuously solid
operating performance and an improvement of free cash flow
primarily due to more favorable working capital movements.  Based
on this expectation, the rating outlook was changed to positive
and the speculative grade liquidity rating was upgraded to SLG-2.

Taking into account the cyclicality of Altra's operations, Moody's
believes that the corporate family rating could feel some positive
rating pressures if Altra increases its cash flow generation such
that free cash flow to debt reaches 6% while debt to EBITDA
declines to below 5x.  Moody's would also expect material
weaknesses in Altra's internal control - certain plant locations
having encountered difficulty closing their books in a timely and
accurate manner in fiscal 2006 -- to be resolved in fiscal 2007.

The downgrade of the 9% senior secured notes due 2011 to B2
reflects Moody's assessment that the instrument's recovery rate in
an event of default would be closer to the expected family rate
after the $105 million tack-on.

Ratings affirmed:

   -- B2 corporate family rating

   -- B2 probability of default rating

   -- Caa1 GBP21.5 million 11.25% senior unsecured notes due 2013
      with slightly revised LGD assessment: LGD6, 91%

Rating downgraded:

   -- $165 million 9% senior secured notes due 2011 to B2 LGD3,
      47%

New rating:

   -- B2 rating assigned to $105 million tack-on 9% senior secured
      notes due 2011

Rating upgraded:

   -- SGL-2 Speculative grade liquidity rating

Headquartered in Quincy, Massachusetts, Altra Industrial Motion,
Inc. is a manufacturer of mechanical power transmission products
with revenues of $462 million in fiscal 2006.


ALTRA INDUSTRIAL: Add-on Cues S&P to Affirm Sr. Notes' Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Altra
Industrial Motion, Inc., including its 'B' corporate credit
rating, following the $105 million add-on to the existing
$165 million second-lien senior-secured notes.  These notes were
affirmed at 'CCC+' with a recovery rating of '4'.

The Quincy, Massachusetts.-based industrial manufactures intends
to use the proceeds, along with a $10 million draw on the
revolving credit facility and additional cash, to purchase TB
Wood's Corp.  The total debt following the acquisition is expected
to be approximately $370 million.  The outlook is stable.

Altra is expected to improve its financial profile by gradually
reducing leverage, which will enable it to maintain credit quality
consistent with the current rating.  If credit metrics are not
sustained over the intermediate term, however, the rating agency
could revise the outlook to negative or lower the ratings.


AMERICAN LODGING: Plan Proposes to Pay All Unsecured Creditors
--------------------------------------------------------------
American Lodging Inc. filed a disclosure statement explaining its
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court
for the Northern District of Indiana, South Bend Division.

                        Treatment of Claims

Under the Plan, Class 2 Claims of U.S. Bank, Custodian for
Plymouth Park Tax Services LLC or its assignee will be canceled in
exchange for stock in the newly reorganized Debtor.

The Class 3 Secured Claims of Mid Town Acquisition and Vine Garden
Limited Partnership will be paid with interest, in monthly
installments based upon a 20-year amortization.  The payment to
this Class is estimated not to exceed approximately $9,000 per
month.

The Secured Claim of D.I. of Natchez Inc., as successor in
interest to Unizan Bank N.A.'s Claim, will be paid in full with
interest in monthly installments not exceeding $1,000 based upon a
20-year amortization.

The Class 5 Allen County Treasurer Priority Tax Claim will be paid
in full within one year after confirmation of the Plan.

Telerent Leasing Corporation's claim will be paid in full pursuant
to the terms of a prepetition agreement, provided, however, all
pre- confirmation arrearages will be cured within one year after
confirmation of the Plan and all pre-confirmation default charges
will be waived.

The Priority Tax Claim of the Internal Revenue Service will be
paid in full with interest at the I.R.C. Rate based upon a five
year amortization.  Payments will be quarterly commencing 90 days
after confirmation of the Plan.  The payments are estimated to
be approximately $3,600 per quarter.

The Priority Tax Claim of the Indiana Department of Revenue will
be paid in full with interest in quarterly installments of
approximately $625 based upon a five-year amortization.

All unsecured claims including the unsecured deficiency claim of
the holders of claims in Classes 3 and 4, will receive a pro rata
distribution from a $5,000 annual lump sum payment made to the
Class by the Debtor commencing one year after confirmation of the
Plan for five consecutive years.

Interest holders in the Debtor will receive nothing under the
Plan.  All pre-petition equity security interests in the Debtor
will be canceled.

                       Liquidation Analysis

The Debtor owns and operates a motel located at 3527 North
Coliseum Boulevard, Fort Wayne, Ind.  The motel does business as
the Relax Inn.  In the schedules of assets and liabilities, Debtor
scheduled the value of the motel at $915,000.

The property is subject of a statutory lien as a function of tax
sale.

In the event of liquidation, and if the Debtor does not redeem the
real estate, no proceeds would be available for unsecured
creditors.

The Debtor anticipates that about $3,083,290 worth of claims will
be filed in its case.

                   Disclosure Statement Hearing

Objections to the Debtor's disclosure statement, if any, must be
submitted by April 4, 2007.

The Court will convene a hearing to consider the adequacy of the
disclosure statement explaining the Debtor's Chapter 11 Plan of
Reorganization on April 11, 2007, at 11:30 a.m.

                          Cash Collateral

The Debtor obtained the Court's authority to use cash collateral
securing repayment of its obligations to Mid Town Acquisitions,
Vine Garden Limited Partneship, and D.I. of Natchez Inc. until May
2007.

Mid Town Acquisitions and Vine Garden assert that as of Nov. 10,
2006, they hold a $927,076 claim against the Debtor.

D.I. of Natchez asserts that it holds a $614,937 claim against the
Debtor as of Nov. 22, 2006.

The Debtor will use the funds for its business operations pursuant
to a 12-month budget, a copy of which is available for free at
http://researcharchives.com/t/s?1c3a

As adequate protection, the Debtor agreed to pay:

   a) $8,000 to Mid Town and Vine Garden every month beginning
      Feb. 1, 2007; and

   b) $2,000 to D.I. of Natchez every month beginning Feb. 1,
      2007.

Headquartered in Indianapolis, Ind., American Lodging Inc.
aka Relax Inn operates a hotel and inn.  The company filed a
chapter 11 petition on November 10, 2006 (Bankr. N.D. Ind. Case
No. 06-12067).  Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.


AMERICAN MEDIA: Posts $160.9 Mil. Net Loss in Yr. Ended March 31
----------------------------------------------------------------
American Media Operations, Inc., reported results for the year
ended March 31, 2006.

For the year ended March 31, 2006, the company had a net loss of
$160.9 million on total operating revenues of $496.2 million, as
compared with a net loss of $13.8 million on total operating
revenues of $501.8 million for the year ended March 31, 2005.

The decrease in total operating revenue for the year ended
March 31, 2006, was primarily attributable to a $15.2 million
decrease in operating revenue relating to the company's Newspaper
Publications and a $4.4 million decrease in operating revenue
relating to its Women's Health and Fitness Publications, partially
offset by an increase in operating revenue relating to its
Celebrity Publications of $6.4 million and a $7.6 million increase
in operating revenue in Corporate/Other.

Total operating expense was $604.9 million and $436.2 million,
respectively, for the fiscal years ended March 31, 2006, and
March 31, 2005.  The increase in operating expense is primarily
due to the impairment write down of certain trade names and
goodwill in the amount of $147.5 million, higher operating costs
of $16.1 million associated with the launches of Celebrity Living
and Looking Good Now, higher subscription related costs of
$11 million required to maintain the rate base, and Restatement
related costs of $4.3 million.  These expenses were partially
offset by decreased television advertising expenses of
$4.8 million and decreased restructuring expenses of $1.8 million.

As of March 31, 2006, the company's balance sheet showed total
assets of $1.29 billion and total liabilities of $1.28 billion,
resulting to total stockholders' equity of $9.32 million.

The company's balance sheet as of March 31, 2006, also showed
strained liquidity with total current assets of $124.8 million
available to pay total current liabilities of $163.6 million.

Accumulated deficit as of March 31, 2006, was $272.5 million, as
compared with $111.6 million a year earlier.

                  Liquidity and Capital Resources

The company's primary sources of liquidity are cash generated from
operations and amounts available to be borrowed under its 2006
bank credit agreement.  The 2006 Credit Agreement allows for term
loans, swingline loans, a $60 million revolving credit commitment
and letters of credit in an aggregate principal amount of up to
$510 million.  As of March 31, 2006, the company had cash and cash
equivalents of $19.59 million, no amounts outstanding on the
revolving credit facility and a working capital deficit of
$38.8 million.  

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

             http://ResearchArchives.com/t/s?1c3f

                       Workforce Reduction

During fiscal year 2006, the company initiated a plan to relocate
its subscription circulation department and certain Shape magazine
editors from Woodland Hills, California, to the company's New York
City offices.  The company's relocation plan involved the
termination of 22 employees.  This activity resulted in fiscal
year 2006-second quarter charges of $500,000 for termination
benefits, which were included in selling, general and
administrative expenses in the accompanying Consolidated Statement
of Loss.  These severance benefits will be fully paid as of the
end of the fiscal year 2007 first quarter.

                 Restatement of Financial Reports

In December 2006, the company was previously granted a waiver,
under which its lenders agreed to extend the delivery date of the
company's amended financial reports for the fiscal quarters
beginning Dec. 30, 2005, through March 15, 2007.  

On Feb. 8, 2006, board of directors concluded that the company's
previously issued financial statements included or otherwise
summarized in its Annual Report on Form 10-K for the fiscal year
ended March 31, 2005, and its Quarterly Reports on Form 10-Q for
each of the quarters ended June 30, 2005 and Sept. 30, 2005 should
no longer be relied upon.  This conclusion was based on an
evaluation conducted that proved a material weakness in the
company's internal control over financial reporting, which existed
as of March 31, 2005.

                       About American Media

Headquartered in Boca Raton, Florida, American Media Operations
Inc., is a publisher of celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services, Inc.

                           *     *     *

American Media Operations, Inc. carries Moody's Investors
Service's B2 ratings on the company's $60 million Senior Secured
Revolving Credit Facility Due 2012 and $450 million Senior Secured
Term Loan Due 2013.  It also carries Moody's Caa3 ratings on its
$150 million 8.875% Senior Subordinated Notes Due 2011 and
$400 million 10.25% Senior Subordinated Notes Due 2009.


AMERICAN TECH: Posts $792,314 Net Loss in 2nd Qtr. Ended Jan. 31
----------------------------------------------------------------
American Technologies Group Inc. disclosed a $792,314 net loss for
the fiscal second quarter ended Jan. 31, 2007, on $8.7 million of
net sales.  The company reported a $1.9 million net loss on
$6.3 million of net sales for the three months ended Jan. 31,
2005.  

Revenues for the quarter ended Jan. 31, 2007, resulted from
operations of North Texas Steel and Whitco Poles.  The company's
revenues for the three months ended Jan. 31, 2007, were about
$8.7 million and were about $6.3 million for the three months
ended Jan. 31, 2006.  A primary reason for the increase in revenue
was the inclusion of Whitco's revenue in the 2007-quarter as well
as improved market conditions.  Whitco was not acquired until
April of 2006.  Whitco sales for the quarter ended Jan. 31, 2007,
were about $959,000.

The company listed $17.3 million in total assets and $15.9 million
in total liabilities, resulting to $1.4 million in total
stockholders' equity.  Accumulated deficit as of Dec. 31, 2006,
was $77.2 million.

                  Liquidity and Capital Resources

As of Jan. 31, 2007, the company had about $562,000 in cash and
equivalents.  While in prior periods, the company had had
sufficient cash on hand to meet its obligations, as a result of
the recapitalization, it may not have funds to meet its future
working capital and financing needs.  As a result, additional
financing will be required in order to meet the company's current
and projected cash flow deficits from operations and development.
Although the company is seeking financing to support its working
capital needs, it has no commitments or assurances that it will be
successful in raising the funds required.

The company believes that it will be successful in meeting working
capital needs to fund the current level of operating activities,
capital expenditures and debt and other obligations through May 6,
2007, when the Laurus convertible term note B matures.  However,
if during that period or thereafter, it is not successful in
generating sufficient capital resources and/or successfully
refinancing the company's debt on terms acceptable to us, this
could have a material adverse effect on the company's business,
results of operations liquidity and financial condition.

Full-text copies of the company's quarter report for the second
quarter ended Jan. 31, 2007, are available for free at
http://ResearchArchives.com/t/s?1c66

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, in New York, expressed
substantial doubt about American Technologies Group Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the fiscal year ended July 31,
2006.  The auditor pointed to the company's recurring losses and
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                    About American Technologies

American Technologies Group Inc. (NASDAQ: ATEG) --
http://www.ateg.com/-- through its subsidiary North Texas Steel  
Company, Inc., provides fabrication and detailing of structural
steel components for commercial buildings, office buildings,
convention centers, sports arenas, airports, schools, churches and
bridges.  Customers are general construction contractors who are
building projects for owners, developers and government agencies.


AMERIGROUP CORP: Offering $200 Million of Convertible Senior Notes
------------------------------------------------------------------
AMERIGROUP Corporation is offering the sale of its convertible
senior notes due 2012 with $200 million in aggregate principal
amount.  Subject to certain requirements, the notes will be
convertible into cash and, if applicable, shares of AMERIGROUP's
common stock, par value $0.01 per share.  In certain
circumstances, the notes will be settled in cash up to the
principal amount of the notes and, if applicable, shares of common
stock for any value in excess thereof.

AMERIGROUP intends to use the proceeds from the convertible notes
offering to repay a portion of the outstanding amount under a new
senior secured credit facility or another financing arrangement
that enables it to post a supersedeas bond in connection with the
appeal of its Illinois qui tam litigation.  AMERIGROUP also
intends to use a portion of the proceeds of the offering to pay
the net cost of the convertible note hedge and warrant
transactions it intends to enter into concurrently with or shortly
after the pricing of the notes.

The notes is offered to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended.  
AMERIGROUP expects to grant to the initial purchasers an option to
purchase up to an additional $20 million in aggregate principal
amount of notes to cover overallotments.

                         Hedge Transaction

In connection with the offering, AMERIGROUP intends to enter into
convertible note hedge and warrant transactions with an affiliate
of one of the initial purchasers or its hedging counterparty.   
The convertible note hedge and warrant transactions are intended
to reduce the potential dilution upon future conversion of the
notes.  If the initial purchasers exercise their overallotment
option to purchase additional notes, AMERIGROUP expects to enter
into additional convertible note hedge and warrant transactions
with the counterparty.

In connection with establishing their initial hedge of these
transactions, the counterparty expects to enter into various
derivatives transactions with respect to AMERIGROUP's common stock
concurrently with or shortly after the pricing of the notes. These
activities could have the effect of increasing or minimizing a
decline in the price of AMERIGROUP's common stock concurrently
with or following the pricing of the notes.

Thereafter, such party may modify its hedge positions from time to
time by entering into or unwinding various derivative transactions
with respect to AMERIGROUP's common stock or by purchasing or
selling AMERIGROUP's common stock in secondary market
transactions.

                         About AMERIGROUP

Based in Virginia Beach, Virginia, AMERIGROUP (NYSE: AGP) --
http://www.amerigroupcorp.com/-- through its subsidiaries,  
operates as a multi-state managed healthcare company focused on
serving people, who receive healthcare benefits through publicly
sponsored programs, such as Medicaid, State Children's Health
Insurance Program, FamilyCare, and Special Needs Plans.  For 2006,
total revenue was $2.8 billion with medical membership of about
1.3 million.  As of Dec. 31, 2006, the company reported
shareholders' equity of $769 million.

                           *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Moody's Investors Service assigned a Ba3 senior debt rating to
AMERIGROUP's proposed senior secured credit facility consisting of
a $150 million synthetic letter of credit and a $50 million
revolving credit facility.


AMERIGROUP CORPORATION: Pays $51.7 Million to Bank of America
-------------------------------------------------------------
AMERIGROUP Corporation reported that it paid, under the Letter of
Agreement, approximately $51.7 million to Bank of America N.A., of
which, approximately $51.4 million represents cash collateral for
the Letter of Credit issued by BofA for the benefit of the United
States of America while the balance represents a Letter of Credit
fee; attorneys fee and expenses.

The company has agreed to cash collateralize the Letter of Credit
as soon as (i) the date of its cancellation and return of the
original Letter of Credit not drawn to the Bank and (ii) its
expiration.

Under the Security Agreement dated March 23, 2007 between the
company and BofA, the company granted the Bank a security interest
in a deposit account to secure its obligations in regards to the
Letter of Credit.

On March 20, 2007, the company delivered a notice to BofA that
it plans to prepay in full, under the Amended and Restated Credit
Agreement with its Lender and Guarantors dated Oct. 22, 2003, all
of its outstanding obligation on March 23, 2007.  The company
further said that some Amended and Restated Security and Pledge
Agreements with certain subsidiaries and BofA also dated Oct. 22,
2003, were also terminated.

The company said that the credit agreement that was terminated,
provides for commitments of $150 million and had letter of credit
sublimit of $75 million.  This agreement contained a provision
which allowed the company to obtain an increase in revolving
commitments of up to $50 million, which the proceeds agreement
were available for general corporate purposes.

At the company's option, the borrowings under the Credit Agreement
accrued interest at one of these rates:

   -- Eurodollar plus the applicable margin, or

   -- an alternate base rate plus the applicable margin.

The applicable margin varied depending on the company's leverage
ratio.  It had a commitment fee on the unused portion of the
Credit Agreement that ranged from 0.20% to 0.325%, depending
also on the company's leverage ratio.

The company granted the lenders a security interest in
substantially all of the assets of the Company and its wholly-
owned subsidiary, PHP Holdings, Inc., including the stock of their
respective wholly-owned managed care subsidiaries under the
Terminated Security and the Pledge Agreement.

                         About AMERIGROUP

Headquartered in Virginia Beach, Virginia, AMERIGROUP Corporation,
through its wholly-owned subsidiaries, is healthcare business for
low-income Americans.  The company serves over 1.3 million people
in Columbia, Florida, Georgia, Maryland, New Jersey, New York,
Ohio, Tennessee, Texas, and Virginia.

                           *    *    *

As reported in the Troubled Company Reporter on March 26, 2007,
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating and assigned its 'BB' senior secured debt ratings to
AMERIGROUP Corporation's secured credit facilities, which consists
of a five-year $351.3 million synthetic letter of credit and
five-year $50 million revolver, both due 2012.


ARVINMERITOR INC: Names R. Sachdev as Asia Pacific President
------------------------------------------------------------
Rakesh Sachdev has been named president of ArvinMeritor, Inc. in
Asia Pacific, effective immediately.  Mr. Sachdev will report
directly to ArvinMeritor's Chairman, Chief Executive Officer and
President, Charles G. "Chip" McClure.

"Rakesh has been a long-standing and integral member of
ArvinMeritor's executive management team with extensive experience
in several areas including, operations, finance, strategy, and
mergers and acquisitions.  Rakesh has made many significant
contributions to the company's success," Mr. McClure said. "Given
the challenging global environment in which we are operating, we
are keenly focused on positioning the company for sustainable
growth.  Rakesh's appointment is further evidence of our
commitment to global expansion, especially in Asia where we see
tremendous opportunities, both in the passenger car and commercial
vehicle markets.  His operational expertise and industry knowledge
will help us rapidly advance our strategic plan and generate
growth."

In his new role as President of ArvinMeritor in Asia Pacific, Mr.
Sachdev will be responsible for managing existing customer
relationships, forging new relationships and overseeing the
company's operations in China, India, Australia, Japan, Korea,
Singapore, Thailand, Indonesia, Malaysia, the Philippines and
Vietnam.  Mr. Sachdev will focus on helping ArvinMeritor achieve
its stated goals of:

   * tripling profitable sales in three to five years by adding
     over $1 billion in revenues with both domestic and global OEM
     customers,

   * increasing outsourcing from the region to more than
     $1 billion in purchases from existing and new suppliers, and

   * substantially expanding ArvinMeritor's engineering and
     product development footprint in India and China.

Mr. Sachdev most recently served as senior vice president of
Strategy and Corporate Development for ArvinMeritor.  In this
role, Mr. Sachdev was responsible for leading efforts to develop
and implement ArvinMeritor's global strategies and all corporate
development activities.  Prior to leading Strategy and Corporate
Development, Mr. Sachdev served as the interim CFO, vice president
and controller, and vice president and general manager of
Worldwide Braking Systems for ArvinMeritor's Commercial Vehicle
Systems business group.  Mr. Sachdev joined ArvinMeritor in 1999
as vice president and general manager for CVS' global trailer
products group, after more than 18 years of senior management
experience with Cummins Engine Company.

                        Operational Plans

ArvinMeritor will increase the company's technical capabilities in
Asia by building a new technical center in China.  In addition,
the company plans to double the size of its technical center in
India.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,  
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarket.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Moody's Investors Service has upgraded ArvinMeritor's senior
secured bank debt rating to Baa3, LGD2, 13% from Ba1, LGD2, 20%
and affirmed the company's Corporate Family Rating of Ba3,
Speculative Grade Liquidity rating of SGL-2, and stable outlook.


ASSET BACKED: Moody's Review Ratings and May Downgrade
------------------------------------------------------
Moody's Investors Service has placed nine classes issued by Asset
Backed Securities Corporation Home Equity Loan Trust in 2003 and
2004 on review for possible downgrade.  The underlying assets in
each transaction consist of fixed- and adjustable-rate, subprime
residential mortgage loans.

The classes being reviewed from each transaction issued in 2003
have experienced deterioration of credit enhancement due to a
combination of step-down and back-ended losses.  The tranches
under review from the 2004-HE4 transaction have experienced a
sustained rapid pace of losses stemming at least in part from high
loss severities on liquidated collateral.

These are the rating actions:

   * Asset Backed Securities Corporation Home Equity Loan Trust
     2003-HE1

      -- Class M-3; Currently Baa2, on review for possible
         downgrade.

   * Asset Backed Securities Corporation Home Equity Loan Trust       
     2003-HE2

      -- Class M-5; Currently Baa3, on review for possible
         downgrade.

   * ABSC Home Equity Loan Trust, Series 2003-HE3

      -- Class M-5; Currently Baa3, on review for possible
         downgrade.

   * Asset Backed Securities Corporation Home Equity Loan Trust
     2003-HE5

      -- Class M-5; Currently Baa3, on review for possible
         downgrade.

   * Asset Backed Securities Corporation Home Equity Loan Trust
     2004-HE4

      -- Class M-6; Currently Baa1, on review for possible
         downgrade,

      -- Class M-7; Currently Baa2, on review for possible
         downgrade,

      -- Class M-8; Currently Ba2, on review for possible
         downgrade,

      -- Class M-9; Currently B1, on review for possible
         downgrade, and

      -- Class M-10; Currently B3, on review for possible
         downgrade.


ASSOCIATED MATERIALS: Earns $2.3 Million in Quarter Ended Dec. 30
-----------------------------------------------------------------
Associated Materials Incorporated reported net income of
$2.3 million on net sales of $299 million for the fourth quarter
ended Dec. 30, 2006, compared with net income of $10.3 million on
net sales of $311.4 million for the fourth quarter ended
Dec. 31, 2005.  

Fourth quarter 2006 results include a $3.4 million impairment
charge on certain long-lived assets, $100,000 of amortization
related to prepaid management fees and $200,000 of foreign
currency losses.  

For the fiscal year ended Dec. 30, 2006, net income was
$33.3 million on net sales of $1.3 billion, compared with net
income of $22.5 million on net sales of $1.2 billion for the 2005
fiscal year.  

2006 fiscal year results include separation costs of $2.1 million
related to the resignation of the company's former chief executive
officer, a $3.4 million impairment charge on certain long-lived
assets, $500,000 of amortization related to prepaid management
fees, $700,000 of foreign currency gains, non-cash stock
compensation expense of less than $100,000, and a gain of $100,000
associated with the sale of the company's former manufacturing
facility in Freeport, Texas.  

Net sales increased by 6.5%, or $76.5 million, for the fiscal year
ended Dec. 30, 2006, driven primarily by the continued realization
of selling price increases implemented in late 2005 and early
2006, unit volume growth in the company's vinyl window operations,
as well as the benefit from a stronger Canadian dollar.  Gross
profit for the fiscal year ended Dec. 30, 2006 was $302.3 million,
or 24.2% of net sales, compared to gross profit of $267.3 million,
or 22.8% of net sales, for the same period in 2005.  The increase
in gross profit as a percentage of net sales was primarily a
result of the realization of selling price increases.  

Selling, general and administrative expense increased to
$203.8 million, or 16.3% of net sales, for the fiscal
year ended Dec. 30, 2006, versus $198.5 million, or 16.9% of net
sales, for the same period in 2005.

The increase in selling, general and administrative expense was
due primarily to increased expenses in the company's supply
center network and the full year impact of expenses relating to
new supply centers opened during 2005, as well as increases in
EBITDA-based incentive compensation programs and the impact of a
stronger Canadian dollar, partially offset by the benefit of
headcount reductions implemented in late 2005.  

Income from operations was $95.1 million for the fiscal year ended
Dec. 30, 2006, compared to income from operations of $64.9 million
for the same period in 2005.

At Dec. 31, 2006, the company's balance sheet showed
$786.3 million in total assets, $520.2 million in total
liabilities, and $266.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 30, 2006, are available for
free at http://researcharchives.com/t/s?1c24

                          *     *     *

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

Investcorp S.A. -- http://www.investcorp.com/-- is a global  
investment group with offices in New York, London and Bahrain.  
The firm has four lines of business: corporate investment, real
estate investment, asset management and technology investment.  It
has completed transactions with a total acquisition value of more
than $28 billion.  

Harvest Partners Inc. -- http://www.harvpart.com/-- is a private  
equity investment firm with a long track record of building value
in businesses and generating attractive returns on investment.  
Founded in 1981, Harvest Partners has approximately $1 billion of
invested capital under management.  

                          *     *     *

Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings Inc.  AMH Holdings' corporate
family rating and ratings on AMI's senior secured credit
facilities were downgraded to B3 from B2, effective Jan. 19, 2006.  
Moody's said the ratings outlook is stable.


BEAR STEARNS: DBRS Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Dominion Bond Rating Service assigned provisional ratings to these
classes of Bear Stearns Commercial Securities Trust, Series 2007-
TOP26 Commercial Mortgage Pass-Through Certificates. The trends
are Stable.

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class A-3 at AAA
   * Class A-AB at AAA
   * Class A-4 at AAA
   * Class A-1A at AAA
   * Class A-M at AAA
   * Class A-J at AAA
   * Class X-1 at AAA
   * Class X-2 at AAA
   * Class B at AA
   * Class C at AA (low)
   * Class D at A
   * Class E at A (low)
   * Class F at BBB (high)
   * Class G at BBB
   * Class H at BBB (low)
   * Class J at BB (high)
   * Class K at BB
   * Class L at BB (low)
   * Class M at B (high)
   * Class N at B
   * Class O at B (low)

Finalization of ratings is contingent upon receipt of final
documents conforming to information already received.

The collateral consists of 237 fixed-rate loans secured by 247
multi-family, mobile home parks and commercial properties.  The
portfolio has a balance of $2,106,003,971.  The pool benefits from
a high DBRS refinance debt service coverage ratio of 1.22x.  Of
the 69 loans sampled by DBRS, cash flows were generally
underwritten to in-place rents.  The pool also benefits from
strong sponsorship as indicated by 62.8% of DBRS's sample.

DBRS shadow-rates 17 loans, representing 20.88% of the pool,
investment grade.  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.


BEAR STEARNS: Moody's Assigns Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2007-HE2 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
closed-end, subprime residential mortgage loans acquired by EMC
Mortgage Corporation and Master Funding, LLC.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and an interest rate swap agreement.

Moody's expects collateral losses to range from 5.65% to 6.15% for
Group I and collateral losses to range from 5.80% to 6.30% for
Group II.

EMC Mortgage Corporation will act as the master servicer of the
loans in the transaction.

These are the rating actions:

   * Bear Stearns Asset Backed Securities I Trust 2007-HE2

   * Asset-Backed Certificates, Series 2007-HE2

      -- Class I-A-1, Assigned Aaa
      -- Class I-A-2, Assigned Aaa
      -- Class I-A-3, Assigned Aaa
      -- Class I-A-4, Assigned Aaa
      -- Class I-M-1, Assigned Aa1
      -- Class I-M-2, Assigned Aa2
      -- Class I-M-3, Assigned Aa3
      -- Class I-M-4, Assigned A1
      -- Class I-M-5, Assigned A2
      -- Class I-M-6, Assigned A3
      -- Class I-M-7, Assigned Baa1
      -- Class I-M-8, Assigned Baa2
      -- Class I-M-9, Assigned Baa3
      -- Class I-M-10, Assigned Ba1
      -- Class II-1A-1, Assigned Aaa
      -- Class II-1A-2, Assigned Aaa
      -- Class II-1A-3, Assigned Aaa
      -- Class II-1A-4, Assigned Aaa
      -- Class II-2A, Assigned Aaa
      -- Class II-3A, Assigned Aaa
      -- Class II-M-1, Assigned Aa1
      -- Class II-M-2, Assigned Aa2
      -- Class II-M-3, Assigned Aa3
      -- Class II-M-4, Assigned A1
      -- Class II-M-5, Assigned A2
      -- Class II-M-6, Assigned A3
      -- Class II-M-7, Assigned Baa1
      -- Class II-M-8, Assigned Baa2
      -- Class II-M-9, Assigned Baa3
      -- Class II-M-10, Assigned Ba1


BEAZER HOMES: Receives Grand Jury Subpoena
------------------------------------------
Beazer Homes USA, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it has received a
grand jury subpoena from the United States Attorney's Office in
the Western District of North Carolina seeking the production of
documents.  

The subpoena was issued upon application of the Office of Housing
and Urban Development, Office of Inspector General and focuses on
the company's mortgage origination services.  The company says
that it has not received a request for information or documents
from the FBI or IRS in this regard.

The company has been in contact with the United States Attorney's
Office and is cooperating with the investigation.

                Investigation on Lending Practices

As previously reported in the Troubled Company Reporter, the
company confirmed that federal officials were conducting an
inquiry into its mortgage-lending business.  The company's
executives however said that the investigation was merely a
request for documents and that the company is cooperating adding
that there are no allegations of wrongdoing.

According to reports, the investigation was being conducted
jointly by the Federal Bureau of Investigation, the Department of
Housing and Urban Development, and the Internal Revenue Service.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services revised its outlook on Beazer
Homes USA Inc. to negative from stable.  At the same time, the
'BB' corporate credit rating and the 'BB' ratings on $1.6 billion
of senior unsecured notes were affirmed.


BISON BUILDING: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Bison Building Company, LLC, delivered to the U.S. Bankruptcy
Court for the Eastern District of Virginia, its schedules of
assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $6,488,985
  B. Personal Property           $3,454,469
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $4,094,402
     Secured Claims
  E. Creditors Holding                               $2,619,687
     Unsecured Priority Claims
  F. Creditors Holding                               $5,653,811
     Unsecured Nonpriority
     Claims
                                 ----------         -----------
     Total                       $9,943,454         $12,367,900

Based in Springfield, Virginia, Bison Building Company, LLC --
http://www.bisonbuildingcompany.com/-- is a custom home-builder.   
The company filed for chapter 11 protection on Nov. 17, 2006
(Bankr. E.D. Va. Case No. 06-11534).  Darrell William Clark, Esq.,
at Stinson Morrison Hecker, LLP, represents the Debtor in its
restructuring efforts.  Bradford F. Englander, Esq., at Linowes
and Blocher LLP, represents the Debtor's Official Committee of
Unsecured Creditors.  Bradford F. Englander, Esq., at Linowes and
Blocher LLP, represents the Debtor's Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
its creditors, it estimated total assets and liabilities between
$1 million and $100 million.


C-BASS: Moody's Rates Class B-4 Certificates at Ba1
---------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-SL1, and ratings ranging from A2 to Ba1
to the mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed end second lien
mortgage loans acquired by C-BASS.  The collateral was originated
by Countrywide Home Loans, Inc. (71%), OwnIt Mortgage Solutions,
Inc (11%), Mortgage Lenders Network USA, Inc. (6%) and various
other originators, none of which originated more than 5% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, a swap and a rate cap
agreement.

In addition, the Class A Certificates will have the benefit of a
financial guaranty insurance policy issued by XL Capital Assurance
Inc.  Moody's expects collateral losses to range from 12.35% to
12.85%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
of SQ1 as a primary servicer of subprime loans.

These are the rating actions:

   * C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-
     SL1

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class M-1, Assigned A2
                     Class M-2, Assigned A3
                     Class B-1, Assigned Baa1
                     Class B-2, Assigned Baa2
                     Class B-3, Assigned Baa3
                     Class B-4, Assigned Ba1


CALPINE CORPORATION: Closes New $5 Billion DIP Financing
--------------------------------------------------------
Calpine Corporation has received funding for its new $5 billion
debtor-in-possession credit facility that will be used to
refinance the company's existing $2 billion DIP facility and repay
approximately $2.5 billion of secured debt at Calpine Generating
Company, LLC, one of Calpine's largest operating subsidiaries.

Remaining funds will be used for working capital and other general
corporate purposes, including repayment of debt.

Major benefits of the DIP Facility include the ability to provide
liens to counterparties to enhance Calpine's hedging program,
which reduces cash collateral and improves the company's ability
to stabilize future cash flow; a $2 billion expansion option to
refinance existing project level debt; lower annual interest
costs; and a rollover option that allows Calpine to put in place
attractive exit financing as the company emerges from its Chapter
11 restructuring.

Robert P. May, Calpine's Chief Executive Officer, stated,
"Completion of this refinancing is a true milestone for Calpine
that puts us on stronger financial footing to complete our
restructuring.  The refinancing will help us to emerge from
Chapter 11 as a profitable and competitive power company
positioned for future growth.  The speed and efficiency with which
we have completed this refinancing is a testament to the hard work
of everyone involved, including our stakeholders.

"The refinancing provides Calpine with significant near-term and
long-term benefits.  This new facility will lower annual interest
cost by approximately $100 million, simplify our capital structure
and provide the financial and operational flexibility to enhance
the efficiencies and operations of our plants.  Furthermore, the
option to expand the DIP Facility provides us with additional
opportunities to repay other project debt and realize further
interest savings and operational enhancements," added Mr. May.

Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners
L.P., JPMorgan Securities Inc. and Deutsche Bank Securities Inc.,
were collectively lead arrangers for Calpine's DIP Facility, which
consists of a:

    -- $4 billion Senior Secured Term Loan, priced at LIBOR plus
       225 basis points; and a

    -- $1 billion Senior Secured Revolving Credit Facility, priced
       at LIBOR plus 225 basis points.

The DIP Facility will remain in place until the earlier of an
effective Plan of Reorganization or the second anniversary of the
closing date of the DIP Facility.  If the DIP Facility is
converted to an exit financing, the final maturity will be seven
years from the closing date of the DIP Facility.  The DIP Facility
will be secured by substantially all of the assets which secure
the existing $2 billion DIP facility, liens on all of Calpine's
unencumbered assets, and junior liens on all encumbered assets of
Calpine and its debtor subsidiaries.

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

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

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


CANAL CAPITAL: Posts $8,271 Net Loss in 1st Quarter Ended Jan. 31
-----------------------------------------------------------------
Canal Capital Corp. reported a net loss of $8,271 on revenues of
$1,205,445 for the first quarter ended Jan. 31, 2007, compared
with net income of $60,251 on revenues $1,509,165 for the same
period ended Jan. 31, 2006.

Canal's revenues from continuing operations consist of revenues
from its stockyard and real estate operations.  The decrease in
revenues is due primarily to the $250,000 decrease in sales of
real estate.  The net loss in the first quarter ended
Jan. 31, 2007, is mainly attributable to the decrease in revenues.

At Jan. 31, 2007, the company's balance sheet showed $5,477,920 in
total assets, $3,692,528 in total liabilities, and $1,785,392 in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2007, are available for
free at http://researcharchives.com/t/s?1c59

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Todman & Co., in New York, expressed substantial doubt about Canal
Capital Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Oct. 31, 2006, and 2005.  The auditing firm cited that the company
has suffered recurring losses from operations and is obligated to
continue making substantial annual contributions to its defined
benefit pension plan.

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.  

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CANYON CAPITAL: S&P Puts Positive Watch on 2 Note Classes' Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1L, B-2A, and B-2B notes issued by Canyon Capital CDO 2001-1
Ltd., an arbitrage CLO transaction managed by Canyon Capital
Advisors LLC, on CreditWatch with positive implications.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the deal was initially rated in April 2001.  These factors
include the paydown of almost 90% of the class A-1L note balance.
According to the most recent trustee report, dated Feb. 20, 2007,
the class A-1L notes have paid down approximately $78 million
since October 2005, leaving approximately $10 million outstanding.
As a result, the class A overcollateralization ratio has improved
to 152.32%.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Canyon Capital CDO 2001-1 Ltd. to
determine the level of future defaults the rated classes can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal due
on the notes.  The results of these cash flow runs will be
compared with the projected default performance of the performing
assets in the collateral pool to determine whether the ratings
currently assigned to the notes remain consistent with the credit
enhancement available.
   
              Ratings Placed On Creditwatch Positive
   
                  Canyon Capital CDO 2001-1 Ltd.

                             Rating
                             ------
          Class       To                From      Balance
          -----       --                ----      -----------
          B-1L        BBB/Watch Pos     BBB       $35,000,000
          B-2A        BB/Watch Pos      BB         $6,000,000
          B-2B        BB/Watch Pos      BB        $10,000,000
   
                       Outstanding Ratings
   
                  Canyon Capital CDO 2001-1 Ltd.

              Class            Rating      Balance
              ----             ------      ------------
              A-1L             AAA          $10,073,000
              A-2L             AAA         $109,000,000
              A-3              AAA          $34,000,000
              A-3L             AAA          $10,000,000


CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2
-------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
B2 to certificates issued by Chevy Chase Funding LLC,
Mortgage-Backed Certificates, Series 2007-1.

The securitization is backed by Chevy Chase Bank, F.S.B.
originated or acquired 100% adjustable-rate mortgage loans with a
negative amortization payment option.  The ratings are based
primarily on the credit quality of the loans, the structure of the
transaction, and on the protection from subordination and primary
mortgage insurance.  After taking into consideration the benefit
from the mortgage insurance, Moody's expects collateral losses to
range from 1.15% to 1.35%.

Chevy Chase Bank, F.S.B. will service the loans.

These are the rating actions:

   * Chevy Chase Funding LLC

   * Mortgage-Backed Certificates, Series 2007-1

                     Class A1,  Assigned Aaa
                     Class A-1I,Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class A-2I,Assigned Aaa
                     Class A-NA,Assigned Aaa
                     Class IO,  Assigned Aaa
                     Class NIO, Assigned Aaa
                     Class B-1, Assigned Aaa
                     Class B-1I,Assigned Aaa
                     Class B-1NA, Assigned Aaa
                     Class B-2,   Assigned Aa2
                     Class B-2I,  Assigned Aa2
                     Class B-2NA, Assigned Aa2
                     Class B-3,   Assigned A2
                     Class B-3I,  Assigned A2
                     Class B-3NA, Assigned A2
                     Class B-4, Assigned Baa3
                     Class B-5, Assigned B2

The notes are being offered in a privately negotiated transaction
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A and, in the case of
certain certificates, under Regulation S.


CIFC FUNDING: S&P Rates $24 Million Class D Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIFC Funding 2007-II Ltd./CIFC Funding 2007-II LLC's
$563.5 million floating-rate notes due 2021.

The preliminary ratings are based on information as of
March 28, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and income notes;

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

     -- The experience of the collateral manager; and

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

                   Preliminary Ratings Assigned

                     CIFC Funding 2007-II Ltd.
                     CIFC Funding 2007-II LLC
   
          Class                 Rating           Amount
          -----                 ------           ------
          A-1-S                 AAA           $236,000,000
          A-1-R*                AAA           $100,000,000
          A-1-J                 AAA            $84,000,000
          A-2                   AA             $56,500,000
          B                     A              $35,000,000
          C                     BBB            $28,000,000
          D                     BB             $24,000,000
          Income notes          NR             $50,000,000
   
                     *Variable-funding note.
                        NR -- Not rated.


CITIMORTGAGE: Fitch Rates $1.7 Mil. Class B-5 Certificates at B
---------------------------------------------------------------
Fitch Rates CitiMortgage Alternative Loan Trust, series 2007-A3
REMIC pass-through certificates:

   -- $474,288,797 classes IA-1 through IA-12, IA-IO, IIA-1,
      IIA-IO and A-PO certificates (senior certificates) 'AAA';

   -- $12,745,000 class B-1 'AA';

   -- $3,998,000 class B-2 'A';

   -- $3,249,000 class B-3 'BBB';

   -- $2,249,000 class B-4 'BB'; and

   -- $1,749,000 class B-5 'B'.

The $1,499,692 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.10%
subordination provided by the 2.55% class B-1, the 0.80% class
B-2, the 0.65% class B-3, the 0.45% privately offered class B-4,
the 0.35% privately offered class B-5, and the 0.30% privately
offered class B-6.  In addition, the ratings reflect the quality
of the mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities as
primary servicer.

As of the cut-off date, March 1, 2007, the mortgage pool consists
of 1,701 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $499,778,489, located primarily in California
(30.45%), Florida (6.94%) and New York (6.63%).  The weighted
average current loan to value ratio of the mortgage loans is
71.20%.  Approximately 80.93% of the loans were originated under a
reduced documentation program.  Condo and co-op properties account
for 9.79% of the total pool.  Cash-out refinance loans and
investor properties represent 45.95% and 10.63% of the pool,
respectively.  The average balance of the mortgage loans in the
pool is approximately $293,815.  The weighted average coupon of
the loans is 6.592% and the weighted average remaining term to
maturity is 352 months.

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

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as multiple real estate mortgage investment conduits.


CITIZENS COMMS: Completes $750 Mil. Senior Unsec. Notes Offering
----------------------------------------------------------------
Citizens Communications Company completed its reported offering of
$750 million aggregate principal amount of senior unsecured notes,
which consists of a series due in 2015, 2019, and 2015 notes.

The notes were offered to investors in a private placement in
reliance on Rule 144A under the Securities Act of 1933 and to non-
U.S. investors in reliance on Regulation S under the Securities
Act.

The company said that the 2015 notes, bears interest at the
rate of 6.625% per year and due on March 15, 2015, while the 2019
notes, bears interest at the rate of 7.125% per year and mature on
March 15, 2019, were issued pursuant to an indenture dated
March 23, 2007 with The Bank of New York as trustee.  The interest
on each series of notes is payable on March 15 and September 15 of
each year, beginning on Sept. 15, 2007.

At the company's option, it may redeem some or all of the notes
of any series at any time by paying a make-whole premium, plus
accrued and unpaid interest, if any, to the redemption date.

The company states that these notes are senior unsecured
obligations and rank equally with all of its other existing and
future senior unsecured indebtedness in which each indenture
contains certain covenants, events of default, and other customary
provisions.

A full-text copy of the Indenture Dated as of March 23,2007,
6.625% Senior Notes due 2015 is available for free at:

              http://ResearchArchives.com/t/s?1c5a

A full-text copy of the Indenture Dated as of March 23,2007,
7.125% Senior Notes due 2019 is available for free at:

              http://ResearchArchives.com/t/s?1c5b

A full-text copy of the Registered Agreement for 6.625% Senior
Notes due 2015 is available for free at:

              http://ResearchArchives.com/t/s?1c5c

A full-text copy of the Registered Agreement for 7.125% Senior
Notes due 2015 is available for free at:

              http://ResearchArchives.com/t/s?1c5d

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

                           *     *     *

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


COMMUNICATION INTELLIGENCE: GHP Horwath Raises Going Concern Doubt
------------------------------------------------------------------
GHP Horwath PC raised substantial doubt about Communication
Intelligence Corporation's ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses and accumulated deficit.

Except for 2004, the company incurred significant losses since its
inception and at Dec. 31, 2006, the company's accumulated deficit
was about $87.8 million.  The company has primarily funded these
losses through the sale of debt and equity securities.

For the year ended Dec. 31, 2006, the company had a net loss of
$3.3 million on total revenues of $2.3 million, as compared with a
net loss of $4 million on total revenues of $3.1 million for the
year ended Dec. 31, 2005.  

Balance sheet as of Dec. 31, 2006, showed total assets of
$6.1 million, total liabilities of $2.5 million, and minority
interests of $73,000, resulting to total stockholders' equity of
$3.6 million.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $1.3 million available to
pay total current liabilities of $2.1 million.

                  Liquidity and Capital Resources

Cash and cash equivalents at Dec. 31, 2006, totaled $727,000, as
compared with cash and cash equivalents of $2.8 million at
Dec. 31, 2005.  This decrease is primarily attributable to
$2.1 million used by operations, $603,000 used in investing
activities and $8,000 used for principal payments on capital
leases.  The decrease was offset by $600,000 in proceeds from
issuance of long-term debt.  The effect of exchange rate changes
on cash was $30,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c69

                     2006 Purchase Agreement

In August 2006, the company entered into a Note and Warrant
Purchase Agreement and a Registration Rights Agreement with a
greater than five percent stockholder, each dated as of Aug. 10,
2006.  The company secured the right to borrow up to six hundred
thousand dollars.  On Nov. 19, 2006, the company borrowed the
$600,000 available under the 2006 Purchase Agreement.  The company
expects to use the proceeds of the financing for additional
working capital.

                 About Communication Intelligence

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC Bulletin Board: CICI) -- http://www.cic.com/--
supplies electronic signature solutions for business process
automation in the Financial Industry and a leader in biometric
signature verification.  The company's products enable companies
to achieve paperless workflow in their eBusiness processes by
enabling them with "The Power to Sign Online(R)" with multiple
signature technologies across virtually all applications.  
Industry leaders such as AIG, Charles Schwab, Prudential,
Nationwide (UK) and Wells Fargo chose the company's products to
meet their needs.  The company sells directly to enterprises and
through system integrators, channel partners and OEMs.


CONEXANT SYSTEMS: CEO Dwight Decker to Retire by Fall
-----------------------------------------------------
Conexant Systems Inc. reported that Dwight W. Decker intends to
retire as the company's chief executive officer in the fall of
this year.  Mr. Decker, 57, will remain in his current position
until a replacement is named.  Mr. Decker is expected to continue
serving the company as its non-executive chairman of the board.

The company's board of directors has established a search
committee and initiated the process for selecting the next chief
executive officer.

Mr. Decker was chief executive officer of Conexant from the time
of its spin-off from Rockwell International in 1999 until he
retired from the company when GlobespanVirata merger was completed
in February 2004.  In November of that year, the company's board
of directors asked him to return to his previous position.

"When I agreed to come back as chief executive officer, Conexant
faced significant challenges," Mr. Decker said.  "I committed to
returning the company to profitability and restructuring the
balance sheet, to rebuilding the company's core market-share
positions, and to laying the foundation for future growth by
focusing on new-product development and leveraging lower-cost
offshore resources.

"The Conexant team has accomplished a great deal in each of these
areas over the past two and one-half years," Mr. Decker said.  "We
face continuing challenges, most particularly the weaker-than-
planned revenue outlook that we outlined earlier this quarter, but
the team and I are committed to working through these near-term
challenges."

"On behalf of Conexant's board of directors, I'd like to thank
Dwight for his outstanding leadership, numerous contributions, and
unwavering dedication to the company over the years," said Jerre
L. Stead, chairman of the board's management development and
compensation committee, and chairman of the newly formed chief
executive officer search committee.  "Dwight made a commitment to
come out of retirement and lead Conexant at a critical juncture
for the company.

"He worked tirelessly to improve the company's financial
performance, expand market share, and increase product-development
capacity.  Over the past year Dwight has discussed with the board
his desire to resume his retirement, and we expect a smooth and
orderly transition over the next six months or so as we complete
our search for a new chief executive officer.  At that time, the
board and I look forward to working with Dwight in his continuing
capacity as non-executive chairman."

                      About Conexant Systems

Headquartered in Newport Beach, Calif., Conexant Systems, Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and  
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc.

Moody's also assigned a Probability of default rating of Caa1, a
LGD-2 rating for the senior secured notes and a SGL-3 speculative
grade liquidity rating.  The rating outlook is stable.


CWABS INC: S&P Cuts Ratings on Two Cert. Classes & Retains Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the B-1
classes of asset-backed certificates from CWABS Inc.'s series
2002-BC2 and 2002-BC3.  Both ratings remain on CreditWatch, where
they were placed with negative implications Sept. 28, 2006.
Lastly, the ratings on the remaining classes from these
transactions were affirmed.

The downgrades and negative CreditWatch placements reflect
realized losses that continue to compromise available credit
support.  As of the March 2007 distribution period, serious
delinquencies for series 2002-BC2 were 28.56% at $8.606 million.
The available credit support for class B-1 is $772,909, an amount
significantly less than that of the severely delinquent loans.

Cumulative losses, as a percentage of the original pool balance,
are 0.83% at $4.192 million.  For series 2002-BC3, adverse
collateral performance has generally caused realized losses to
outpace monthly excess interest cash flow over the past six
periods.  This loss pattern has depleted overcollateralization
(O/C) to $1,221,446, below its target of $2.5 million.
During the March 2007 distribution period, $10.019 million in
loans were categorized as severely delinquent.  Cumulative
realized losses totaled 2.24% at $11.217 million.

Standard & Poor's will continue to closely monitor the performance
of the certificates with ratings on CreditWatch.  If monthly
losses continue to compromise available credit support, further
downgrades can be expected.  Conversely, if pool performance
improves and credit support is not further compromised, the rating
agency will affirm the ratings and remove them from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit enhancement for series 2002-BC2 is provided by a
senior/subordinate structure.  Credit support for series 2002-BC3
is provided by subordination, excess spread, and O/C.

The collateral consists of fixed- and adjustable-rate mortgage
loans secured by first liens on residential properties.
    
                  Ratings Lowered And Remaining
                     On Creditwatch Negative
     
                           CWABS Inc.
                 
                    Asset-Backed Certificates

                                      Rating
                                      ------
      Series      Class    To                  From
      ------      -----    --                  ----
      2002-BC2    B-1      BB/Watch Neg        BBB/Watch Neg
      2002-BC3    B-1      BB/Watch Neg        BBB/Watch Neg

                         Ratings Affirmed
    
                           CWABS Inc.

                    Asset-Backed Certificates

   Series         Class                                 Rating
   ------         -----                                 ------
   2002-BC2       A, A-IO, M-1                          AAA
   2002-BC2       M-2                                   AA
   2002-BC3       M-1                                   AA
   2002-BC3       M-2                                   A


CWMBS: Moody's Junks Rating on Five Class Certificates
------------------------------------------------------
Moody's Investors Service has downgraded seven certificates from
two Countrywide securitizations.  The underlying collateral
consists of FHA insured and VA guaranteed reperforming loans,
virtually all of which were repurchased from GNMA pools.

The rating action is based on the fact that the collateral has
been underperforming and losses have been higher than expected.
Given the recent losses and current delinquency pipeline, the
ratings for some of the subordinate tranches seem too high for the
projected loss levels and the available credit enhancement.

These are the rating actions:

   * CWMBS Reperforming Loan REMIC Trust

   * Downgrade:

      -- Series 2004-R1, Class1-B3, downgraded from Ba2 to Caa2;
      -- Series 2004-R1, Class1-B4, downgraded from B2 to Ca;
      -- Series 2004-R1, Class2-B3, downgraded from Ba2 to Caa1;
      -- Series 2004-R1, Class2-B4, downgraded from B2 to Ca;
      -- Series 2004-R2, Class-B2, downgraded from Baa2 to Baa3;
      -- Series 2004-R2, Class-B3, downgraded from Ba2 to B3; and
      -- Series 2004-R2, Class-B4, downgraded from B2 to Ca.


DAIMLERCHRYSLER: Auto Workers Unions Want Chrysler to Stay
----------------------------------------------------------
The unions of the United Auto Workers and the Canadian Auto
Workers agreed to work together to present a united front as
potential buyers prepare to submit bids for DaimlerChrysler AG's
Chrysler Group, Gina Chon of The Wall Street Journal reports.

According to the Journal, both the CAW and UAW agree that their
preferred outcome is that Chrysler stay within DaimlerChrysler and
they will work toward that goal.

WSJ relates that the unions' German counterpart, the IG Metall
union, supports the CAW and UAW's move.

The report said that members of all three unions look unfavorably
on a private equity firm taking over Chrysler because they fear it
would result in more job losses.

At least three potential buyers are expected to submit bids for
Chrysler, WSJ says, citing people familiar with the matter.

As reported in the Troubled Company Reporter on Mar. 6, 2007,
Blackstone Group was reported to be moving forward with a detailed
analysis of Chrysler's finances and operations with an eye toward
making a formal bid.

Meanwhile, Canadian auto-parts supplier Magna International Inc.
and an unnamed private equity partner have made an offer, between
$4.6 billion and $4.7 billion, to buy 25% of Chrysler.

Private equity firm Cerberus Capital Management is also expected
to file a bid, WSJ says.

                        Restructuring Plan

Last month, as part of DaimlerChrysler's Chrysler Group Recovery
and Transformation Plan, the company targeted the reduction of
2,000 salaried positions by 2008.

The Chrysler Group intends to reach that target through attrition
and special programs.  The special programs include separation
incentive and early retirement packages for non-bargaining unit,
or salaried employees.

The aim of the packages is to reach the 2007 reduction target of
1,000 salaried positions by June 30, 2007.

The packages include these programs:

   Separation Incentive Program:

   * Eligibility

     All non-union salaried employees aged 62 or older with 10 or
     more years of service as of May 31, 2007.

   * Program Terms:

     -- Offers made May 7, 2007, and returned by May 31, 2007.

     -- Retirements effective May 31, 2007.

     -- Program incentives include three months salary and
        either a $20,000 car voucher grossed up for taxes, or a
        $20,000 contribution to the Retirement Health Care
        Account.

     -- 100% Retiree Choice medical credits through aged 64 and
        at age 65 100% Credits in the Health Care Retirement
        Account.  Ordinarily, an employee must be aged 60 with
        30 years of service to receive 100%.

   Special Early Retirement:

   * Eligibility

     All non-union salaried employees aged 53 to 61 years old
     with 10 or more years of service, with earnings in 2006 of
     less than $100,000 and select non-union salaried employees,
     aged 55 to 61 years old with 10 or more years of service
     with 2006 earnings of $100,000 or greater.

     -- This is in compliance with Internal Revenue Service
        guidelines.

     -- Eligibility requirements must be satisfied by June 30,
        2007.

   * Program Terms:

     -- Offers will be made to select employees June 4, 2007, and
        returned by June 29, 2007.

     -- Retirements effective June 30, 2007.

     -- Retirement benefits will not be reduced by an early
        retirement reduction percent.

     -- 100% Retiree Choice medical credits through age 64 and at
        age 65 100% credits in the Health Care Retirement Account.
        Ordinarily, an employee must be age 60 with 30 years of
        service to receive 100%.

DaimlerChrysler had about 16,800 salaried workers and about 82,500
total employees as of Dec. 31, 2006, Reuters said citing Chrysler
Group spokesman Mike Aberlich.

                   Delayed First Quarter Results

This week, DaimlerChrysler said it 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.  

The company said that the 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.

                       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.


DAVID LIEBERMAN: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David Lieberman
        dba Elk Cove Inn
        P.O. Box 367
        Elk, CA 95432

Bankruptcy Case No.: 07-10351

Chapter 11 Petition Date: March 28, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  1747 4th Street
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SafeBidco                                               $49,753
1377 Corporate Center
Parkway, Suite A
Santa Rosa, CA 95407-5432

I.R.S.                           employment tax,        $44,972
777 Sonoma Avenue, Room 112      interest and
Santa Rosa, CA 95404             penalties

Christine Johnson                                       $39,000
[address not provided]

Bank of America                  M.B.N.A. credit         $9,496

Perry, Johnson, Anderson,                                $8,000
et al.

Hogan & Stickel                                          $7,620

Bay West Supply, Inc.                                    $3,835

Fort Bragg Glass & Mirror, Inc.                          $2,311


Mendocino Coast Plumbing                                 $1,165

Northcoast Refrigeration &                               $1,067
Electric

Pacific Coast Disposal                                     $284


DIVERSA CORP: Insufficient Cash Prompts Going Concern Doubt
-----------------------------------------------------------
Ernst & Young LLP raised substantial doubt about the ability of
Diversa Corp. to continue as a going concern after auditing the
company's financial results for the years ended Dec. 31, 2006, and
2005.  The auditing firm pointed to the company's insufficient
cash and working capital to effect a merger and fund a combined
business plan as contemplated.

                Merger and Collaborative Agreement

In January 2007, in connection with a disclosure of the company's
refocused collaborative agreement with Syngenta, the company
disclosed a new strategy of vertical integration within biofuels
to allow the company to better capture the value that the company
believes its technology will bring to this emerging market.  

On Feb. 12, 2007, as part of this strategy of vertical integration
within biofuels, the company said it signed a definitive agreement
to merge with Celunol Corp. in Cambridge, Mass., a science- and
technology-driven company that is directing its integrated
technologies to the production of low-cost cellulosic ethanol from
an array of biomass sources.  Provided that all required
regulatory, stockholder, and other approvals are received, the
company expects this merger to close in the second quarter of
2007.  Pursuant to the merger agreement, the combined company's
headquarters will be located in Cambridge, Mass., and Celunol's
chief executive and chief financial officers will become the CEO
and CFO of the combined company.

                         Financial Results

For the year ended Dec. 31, 2006, the company had a net loss of
$39.3 million on total revenues of $49.2 million, as compared with
a net loss of $89.8 million on total revenues of $54.3 million for
the year ended Dec. 31, 2005.

Revenues for 2006 consisted of $30 million collaborative revenues,
$3.3 million grant revenues, and $15.9 million product-related
revenues.  Revenues for 2005 consisted of $34.4 million
collaborative revenues, $10.1 million grant revenues, and
$9.8 million product-related revenues.

Total operating expenses incurred for the year 2006 totaled
$89.8 million, as compared with $144.8 million for the year 2005.  
Loss from operations in 2006 was $40.6 million, down from loss
from operations in 2005 of $90.4 million.

As of Dec. 31, 2006, the company's balance sheet showed
$79.9 million in total assets and $37 million in total
liabilities, resulting to $42.9 million in total stockholders'
equity.  Accumulated deficit as of Dec. 31, 2006, and 2005 was
$329.5 million and $290.2 million, respectively.

The company held $38.5 million in cash and cash equivalents and
$13.4 million in short-term investments as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c64

                        About Diversa Corp.

Diversa Corp. -- http://www.diversa.com/-- customizes enzymes for  
manufacturers within the biofuel, industrial, and health and
nutrition markets to enable higher throughput, lower costs, and
improved environmental outcomes.  It offers enzymes derived from
bio-diverse environments as well as patented DirectEvolution (R)
technologies.  In addition to the company's internal and partnered
research and development programs, it has a portfolio of
commercialized enzyme products that generated $15.9 million in
revenues in 2006, as well as several late-stage product candidates
that either the company or its partners expect to launch in the
next several years.


EAGLE INSURANCE: New York Supreme Court Hearing Set on April 23
---------------------------------------------------------------
The Supreme Court of the State of New York will convene a hearing
at 9:30 a.m. on April 23, 2007, to consider granting a stay of
proceedings to all actions pursuant to an order of rehabilitation
concerning:

   -- Eagle Insurance Company,
   -- Newark Insurance Company,
   -- GSA Insurance Company, and
   -- NCIC Insurance Company.

The hearing will be held in the Supreme Court of the State of New
York, County of Nassaue, at the Courthouse, 100 Supreme Court
Drive, in Mineola, New York.

As reported in the Troubled Company Reporter on Feb. 22, 2007, the
Superior Court of New Jersey granted the application of Steven H.
Goldman, the Commissioner of the Department of Banking and
Insurance, for the rehabilitation of Eagle Insurance Company and
its subsidiaries.

Pending the hearing, all actions pending in the State of New York
are stayed, except administrative proceedings before the New York
State Insurance Department.

Headquartered in Bethpage, New York, Eagle Insurance Company is a
subsidiary of Robert Plan Corp., a provider of insurance products
and services to individuals, businesses, and the insurance
industry.


EASI FINANCE: DBRS Puts Low-B Ratings on Six Class Certificates
---------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the EASI
Synthetic Investment Notes, Series 2007-1 co-issued by EASI
Finance Limited Partnership 2007-1 & EASI Finance DE Corporation
2007-1.

   * $3,951.9 million Class A Risk Band rated at AAA
   * $40.3 million Class B1 Risk Band rated at AA
   * $6 million Class B2 Risk Band rated at AA (low)
   * $2 million Class B3 rated at A (high)
   * $4 million Class B4 rated at A
   * $10.1 million Class B5 rated at BBB
   * $2 million Class B6 rated at BBB (low)
   * $2 million Class B7 rated at BB (high)
   * $2 million Class B8 rated at BB
   * $2 million Class B9 rated at BB
   * $2 million Class B10 rated at BB (low)
   * $2 million Class B11 rated at B (high)
   * $2 million Class B12 rated at B

The rated transaction represents a synthetic securitization.  
The ratings of the Risk Bands and Notes reflect the quality of
the underlying reference assets, the likelihood that the protected
party will make payments under the terms of the credit default
swap, as well as the integrity of the legal structure of the
transactions.

In contrast to typical RMBS, interest and principal payments on
the issued Notes are not collected from the reference portfolio
mortgage loans.  Instead, monthly remittances of interest and
principal are paid to Noteholders from income earned from eligible
investments as well as from payments from the protected party
under the credit default swaps.  Principal to the Notes will
be based on principal received by the protected party on the
Reference Portfolio or with respect to principal so allocable as
a result of the sale or removal of mortgage loans from the
Reference Portfolio.

Under a Deposit Account Agreement between the Wells Fargo Bank,
N.A. and Bank of America, N.A., proceeds from the sale of issued
securities are re-invested in eligible investments, which consist
of direct obligations of U.S. government agencies or deposits
in an eligible depository institution. Remittances will be
distributed on the 25th day of each month commencing in April
2007.

Also unlike typical RMBS, ownership of the Reference Portfolio'
collateral was not legally transferred from E*Trade Bank's balance
sheet to an off-balance-sheet special-purpose vehicle.  The Notes,
while based on the loss, payment and prepayment characteristics of
the assets included in the Reference Portfolio, do not represent
an interest in any underlying mortgage loans or any of the
payments related thereto.  The risks of potential credit losses
on the Reference Portfolio, however, are allocated to security
holders similar to a traditional RMBS senior-subordinate, shifting
interest structure.

The loans in the Reference Portfolio were originated or acquired
by E*Trade bank.  As of the cut-off date the portfolio consists
of approximately $4.03 billion of fixed-rate and adjustable-rate
first-lien mortgage loans.  The weighted-average mortgage rate for
the Reference Portfolio is 5.612%, the weighted-average FICO is
756, and the weighted-average original combined loan-to-value
ratio is 69.50%.


EASI FINANCE: Fitch Rates $2 Mil. Class B12 Certificates at B
-------------------------------------------------------------
Fitch assigns these ratings to the notes issued by EASI Finance
Limited Partnership 2007-1 and EASI Finance DE Corporation 2007-1:

   -- $3,951,892,656 class A risk band 'AAA';
   -- $40,326,000 class B1 risk band 'AA'; and
   -- $6,048,000 class B2 risk band 'AA-'.

Floating-rate notes, due February 2039:

   -- $2,016,000 class B3 'A+';
   -- $4,032,000 class B4 'A';
   -- $10,081,000 class B5 'BBB';
   -- $2,016,000 class B6 'BBB-';
   -- $2,016,000 class B7 'BB+';
   -- $2,016,000 class B8 'BB';
   -- $2,016,000 class B9 'BB';
   -- $2,016,000 class B10 'BB-';
   -- $2,016,000 class B11 'B+'; and
   -- $2,016,000 class B12 'B'.


EMERSON RADIO: Earns $3.6 Million in Quarter Ended December 31
--------------------------------------------------------------
Emerson Radio Corp. filed its Quarterly Report on Form 10-Q for
the fiscal quarter ended Dec. 31, 2006 with the Securities and
Exchange Commission on March 16, 2007.

The company reported a $3,695,000 of net income on $89,339,000 of
net revenues for the quarter ending Dec. 31, 2006, compared to a
$1,395,000 of net income on $76,514,000 of net revenues for the
quarter ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $117,618,000, and total liabilities of $39,164,000, resulting
in a stockholders' equity of $78,454,000.  At March 31, 2006,
stockholders' equity was $70,155,000.

                         AMEX Compliance

As a result of the filing of the Form 10-Q, the company believes
that it will be able to regain compliance with the listing
requirements of the American Stock Exchange.

                     Default Waiver Obtained

The company has also entered into an amendment to its credit
facility with its lender under which the company secured a waiver
related to related party transactions.

As a result of the related party transactions entered into between
the company and affiliates of The Grande Holdings Limited, the
company's lender had advised the company that it was in breach of
certain covenants contained in the company's credit facility,
including a covenant restricting the company from lending money
and from entering into related party transactions without the
consent of its lender and upon shipping or utilizing credit on
greater than 150 day terms.

The company had approximately $7.8 million outstanding under its
credit facility at Dec. 31, 2006 and approximately $15.5 million
outstanding under its credit facility at March 13, 2007.

On March 16, 2007, the lender under the credit facility and the
company executed an amendment to the credit facility.  Under the
amendment:

   (i) the company granted the lender a security interest in the
       $23 million Note and the Guaranty to the company's
       financial statements,

  (ii) a failure (following a 15 day cure period) by the borrowers
       to make payments to the company as required by the terms of
       the Note will be deemed a default under the credit
       facility,

(iii) the number of field audits by the lender will be increased
       from two to three each year, at an additional annual cost
       of $25,000, and

  (iv) the company paid $125,000 to the lender in connection with
       the amendment.  

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1c63

                       About Emerson Radio

Based in Parsippany, New Jersey, Emerson Radio Corp. (AMEX: MSN)
-- www.emersonradio.com/ -- designs, markets and licenses,
worldwide, full lines of televisions and other video products,
microwaves, clocks, radios, audio and home theater products.


ENERGY PARTNERS: Commences Cash Tender Offer for 8,700,000 Shares
-----------------------------------------------------------------
Energy Partners, Ltd. has commenced a cash tender offer to
purchase up to 8,700,000 issued and outstanding common shares at
$23 per share, or approximately $200 million.  Assuming the Offer
is fully subscribed, the company will repurchase approximately 22%
of its currently outstanding common shares.

The company's Offer is not subject to any minimum number of shares
being tendered.  If more than 8,700,000 shares are tendered, the
Company will purchase the shares tendered on a pro rata basis
pursuant to procedures specified in the Offer to Purchase.  The
Offer will be subject to a number of conditions, including the
receipt of funds.  The company has received a commitment from Banc
of America Securities LLC and affiliates to provide sufficient
funds to finance the Offer, refinance the company's bank credit
facility and refinance its 8-3/4% senior notes through a
concurrent debt tender and consent solicitation.

Banc of America Securities LLC (1-888-583-8900, ext. 8426) will
serve as the dealer manager for the Offer.  MacKenzie Partners
(1-800-322-2885) will serve as the information agent for the
Offer.

                    About Energy Partners Ltd.

Headquartered in New Orleans, La., Energy Partners Ltd. (NYSE:
EPL) -- http://www.eplweb.com/-- is an independent oil and     
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2 following the conclusion of the
company's strategic alternative process.  


FIDELITY FUNDING: Fitch Holds BB Rating on Class B Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed one class of Fidelity Funding Mortgage
Finance Corp. residential mortgage-backed certificates:

Series 1997-1

   -- Class B at 'BB'.

The above affirmation reflects adequate relationship of credit
enhancement (CE) to future loss expectations and affects
approximately $1.9 million of outstanding certificates.  CE is in
the form of excess spread and overcollateralization which has been
at target for the past six months.

The pool is seasoned 117 months and the pool factor is 5%.  The
mortgage loans are serviced by Select Portfolio Servicing, Inc.,
which is rated 'RPS2' for the subprime product by Fitch.


FORD MOTOR: Names Neil Schloss as Vice President and Treasurer
--------------------------------------------------------------
Ford Motor Company has named Neil Schloss as vice president and
treasurer, effective immediately.  In his new role, Mr. Schloss
will report to Don Leclair, executive vice president and chief
financial officer.
    
"Neil has played a critical role in securing the funding the
company needs to implement its restructuring plan," Mr. Leclair
said.  "He's taking the reigns of the office at a key time and his
background and experience in treasury will be vital to Ford's
success going forward."
    
In his previous assignment, Mr. Schloss was assistant treasurer
for Ford, a position he's held since 2003.  He joined Ford in 1982
as a senior financial analyst in the controller's office in Ford
Aerospace.  He has worked in a number of treasury office positions
for Ford and Ford Motor Credit since 1991, including: director,
Risk Management; director, Financial Strategy; manager, North
American and European Financing; manager, European Financing; and
manager, Corporate and Domestic Financing.  

Ann Marie Petach, the former treasurer, has elected to leave the
company.  She has accepted a position at BlackRock, an investment
management firm.
    
"Ann Marie has been a valuable asset to the company and to the
Finance team," Mr. Leclair said.  "She's worked tirelessly as the
company developed plans and implemented actions related to its
turnaround efforts.  The company wishes her every success."
    
Ms. Petach joined Ford in 1984 as a financial analyst in the
Electronics Division.  She held a number of finance positions
within Ford and Ford Motor Credit, including: director, Global
Banking, with responsibility for worldwide banking relationships
for Ford Motor Company, Ford Credit, and Ford Credit Europe;
treasurer of AutoEuropa, the joint venture between Ford
and Volkswagen that produces minivans for Europe; and assistant
treasurer of Autolatina, the former joint venture between Ford and
Volkswagen in Brazil and Argentina.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 280,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


GENERAL MOTORS: Europe Division Still Considering Further Job Cuts
------------------------------------------------------------------
General Motors Corp.'s European division isn't ruling out further
job cuts and plant closures in an effort to improve productivity,
the Wall Street Journal reports citing Europe division head Carl-
Peter Forster.

According to Mr. Forster, it was "important to find good solutions
for us and for our employees."

According to WSJ, over the past few years, 13,000 jobs have been
cut and some operations in Western Europe have been closed though
new plants were opened in Eastern Europe.

WSJ cites GM Europe labor representative Klaus Franz as saying
that the company's labor representatives won't accept any plant
closures since it only creates losers on both sides.  "We've
learned our lessons from Azambuja," Mr. Franz added.

GM had closed its Azambuja plant in Portugal citing high costs.  
Around 1,000 jobs were cut while production for its Opel Combo
model was transferred to Spain.

According to WSJ, GM Europe posted adjusted earnings of
$227 million this month, its first full-year profit since 1999.
Two-thirds of the profit was from higher revenue was the remaining
was due to cost reductions, which included job cuts.

                    About General Motors Corp.

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

                          *     *     *

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

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

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


GEO GROUP: Repays $200 Million of Senior Credit Facility
--------------------------------------------------------
The GEO Group reported that it used $200 million of the aggregate
net proceeds of approximately $226.3 million from its recent
follow-on offering of 5,462,500 shares of its common stock,
including underwriters' over-allotment option, which was used on
March 23, 2007, to repay debt outstanding under the term loan
portion of its senior secured credit facility, which bears
interest at LIBOR plus 1.50%.

As a result of the debt repayment, the company will write off
approximately $2.9 million in after-tax deferred financing fees
during the first quarter of 2007.

After the debt repayment, the company's total recourse debt
will decrease from approximately $515 million to $315 million,
comprised of $150 million in senior unsecured notes and
$165 million in term loan borrowings, exclusive of capital
lease liability balances.

George C. Zoley, Chairman of the Board, Chief Executive Officer
and Founder of GEO, said: "The successful completion of the
follow-on offering of 5.5 million shares of our common stock along
with the repayment of our term loan debt following our acquisition
of CentraCore Properties Trust will provide us with additional
financing capacity to pursue future opportunities through our
business units of U.S. Corrections, GEO Care, and International
Services."

The company estimates that its total net recourse Debt to
Adjusted EBITDA ratio will decrease from approximately 5.1x to
approximately 2.8x as a result of the debt repayment, based on the
company's reported 2006 adjusted EBITDA.  The company plans to
use the remaining proceeds from the offering for general corporate
purposes, which include working capital, capital expenditures, and
potential acquisitions of assets.

                          About GEO Group

Headquartered in Boca Raton, Florida, The GEO Group, Inc. (NYSE:
GEO) -- http://www.thegeogroupinc.com/-- delivers correctional,   
detention and residential treatment services to federal, state and
local government agencies around the globe.  It has government
clients in the USA, Australia, South Africa, Canada and the United
Kingdom.  Its operations include 62 correctional and residential
treatment facilities, with a total design capacity of 52,000 beds.


GEO GROUP: S&P Lifts Senior Unsecured Debt's Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
debt rating and preliminary senior unsecured shelf debt rating on
Boca Raton, Florida-based The GEO Group Inc. to 'B+' from 'B'.
These ratings were removed from CreditWatch, where they were
placed with positive implications on March 15, 2007, following the
company's report that it would offer 4.75 million shares of its
common stock in an underwritten public offering, and its intention
to apply proceeds from the issuance towards debt reduction.

Following the March 23, 2007, completion of the offering, GEO
repaid $200 million of its senior secured term loan facility.

"The rating action reflects our opinion that the senior unsecured
lenders' position has improved following the reduction in the
company's term loan debt, which is considered a priority
obligation," said Standard & Poor's credit analyst Mark Salierno.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating, 'BB' bank loan rating, and '1' recovery rating on
GEO's senior secured debt. The outlook is stable.

The ratings on GEO reflect the company's narrow business focus,
customer concentration, and leveraged financial profile.  These
factors are somewhat mitigated by the company's strong market
position in the highly regulated U.S. private correctional
facility management industry, as well as favorable demographic
trends.

GEO is a narrowly focused company that provides a range of prison,
correctional, and mental health services to U.S. federal, state,
local, and overseas government agencies.


GOODYEAR TIRE: S&P Rates $1.2 Billion Second-lien Term Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned various ratings to
Goodyear Tire & Rubber Co.'s proposed bank financings.

At the same time, Standard & Poor's assigned a recovery rating to
the existing $650 million senior secured notes.  The rating agency
will withdraw the ratings on the existing bank facilities that are
being refinanced upon closing of the new facilities.

The corporate credit rating on Goodyear is B+/Positive/B-2.

The ratings on the Akron, Ohio-based company reflect its
aggressive financial risk profile, characterized by low earnings
in North America, a leveraged capital structure, and significant,
albeit declining, underfunded employee benefit liabilities.  These
factors more than offset the company's business strengths,
including its position as one of the three largest global tire
manufacturers, its good geographic diversity, its strong
distribution, and its well-recognized brand name.

Ratings list:

   * Goodyear Tire & Rubber Co.

      -- Corporate Credit Rating at B+/Positive/B-2

Assigned:

   * Goodyear Tire & Rubber Co.

      -- $1.5 Billion asset-backed revolving credit facility      
         at BB, Recovery rating: 1

      -- $1.2 Billion second-lien term loan B+, Recovery rating: 2

      -- $650 Million senior secured notes recovery rating: 5

   * Goodyear Dunlop Tires Europe B.V.  

      -- EUR350 Million revolving credit facility at BB-, Recovery
         rating: 1

   * Goodyear Dunlop Tires Germany GmbH

      -- EUR155 Million revolving credit facility at BB-,
         Recovery rating: 1


GRAHAM PACKAGING: Weak Performance Cues S&P's Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Graham
Packaging Co. and its parent holding company Graham Packaging
Holdings Co. to stable from positive.

"The outlook revision reflects challenging business conditions,
including lower than expected volume trends and input cost
pressures, which have forestalled the expected trend of
improvement to the company's financial profile," said
Standard & Poor's credit analyst Paul Kurias.

"As a result, credit metrics have deteriorated slightly in the
past year against our expectations for an improvement."

The ratio of total debt to EBITDA was about 6.9x at Sept. 30,
2006.

All ratings, including the 'B' corporate credit ratings, are
affirmed.

Based on preliminary terms and conditions, Standard & Poor's
affirmed its 'B' rating on Graham Packaging Co.'s $1.9 billion
first-lien term loan B due 2011, which includes a proposed
incremental $300 million.  Proceeds from the incremental term
loan, which is being added through an amendment to Graham's
existing $1.6 billion term loan B, will be used to repay
outstanding amounts under the second-lien term loan C and pay down
approximately $50 million in borrowings under the revolving credit
facility.  Graham's total adjusted debt was approximately
$2.7 billion at Sept. 30, 2006.

The ratings on Graham Packaging and its holding company reflect a
satisfactory business profile as a leading producer of value-added
plastic containers, and its highly leveraged financial profile.
The business risk assessment incorporates the company's leading
shares in niche markets, strong customer relationships, low-cost
position, and technical capabilities, which are offset by
participation in highly fragmented and competitive markets, and
customer concentration.

Graham is a leading manufacturer of customized, blow-molded
plastic containers for noncarbonated beverages and foods,
household cleaning products, personal care products, and
automotive lubricants with sales of approximately $2.5 billion.


GREENBRIER COMPANIES: Increased Debt Cues Moody's to Lower Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of The Greenbrier
Companies, Inc.

   * corporate family to B1,
   * senior unsecured to B2, LGD5, 72%, and
   * the speculative grade liquidity rating to SGL-3.

The outlook is now stable.  These rating actions conclude the
review for downgrade prompted by Greenbrier's acquisition of
Meridian Rail Holdings Corp in late 2006.

"The ratings were downgraded because of a significant weakening of
key credit metrics, as the increased debt for two acquisitions
combined with an unexpectedly sharp decline in the manufacturing
operating margin (to 4.2% from 13.3%)" said Bob Jankowitz at
Moody's Investors Service.

Manufacturing margins are likely to remain weaker than historic
levels as the poor results stem from a range of operating issues
including mix, production inefficiencies and lower deliveries not
likely to be overcome in the near term.  

Consequently, while Moody's anticipates some improvement over time
as Greenbrier recognizes earnings from the newly acquired
operations and better manufacturing profits, measures of retained
cash flow to debt, debt to EBITDA, and EBIT to Interest are likely
to be consistent with other issuers at the new B1 corporate family
rating level.  

In addition, Moody's had expected the proceeds of debt issued
during 2006 to fund growth in Greenbrier's leasing portfolio along
with some moderate sized acquisitions.  While the two acquisitions
were strategic extensions of Greenbrier's core rail car repair
business and were purchased at reasonable multiples, the leasing
portfolio is still expected to grow somewhat over the coming year
adding the potential for higher debt levels.

Greenbrier benefits as the nation's leading producer of railroad
flat cars which are deployed by the railroads in their high-growth
intermodal business.  There is considerable cash flow and profit
potential yet to be realized in Greenbrier's nearly $1 billion
railcar backlog.  Demand appears to be slowing, however, and the
company may miss recognizing peak manufacturing profits during
this cycle unless the operations are improved.  

Greenbrier's expanded railcar service business should add
stability to the cash flows, although near-term integration issues
could distract the company from profitably developing the lease
portfolio which is a much larger contributor of cash flow.  Over
time, as the rail cycle continues to moderate, Greenbrier's
investment in leases should also decrease and the company should
generate free cash flow which could be applied to reduce its debt.
Scheduled debt maturities over the near term are modest, although
a substantial portion of the bank revolver has been used fund
acquisitions.

The stable outlook anticipates recovery from recent manufacturing
setbacks at its Canadian facilities and steadily improving
operating profits as the company works through the manufacturing
backlog that should last well into 2008.  The rating or the
outlook could be raised if Greenbrier is able to sustain a
consolidated operating margin above 9% over the cycle, with
lowered customer concentration.  The ability to sustain EBIT to
Interest of approximately 2.5x and debt to EBITDA less than 4x
would also be important factors.  The rating could be pressured
down if Greenbrier loses a key customer or supplier and is unable
to quickly replace that revenue or supply, or if the company
undertakes a material acquisition, particularly if the investment
is outside of the company's integrated business model.  If EBIT to
Interest falls below 1.5x, or if the company is unable to generate
meaningful free cash flow to reduce debt as the railcar cycle
turns, the rating could also be pressured down.

Downgrades:

   * Greenbrier Companies, Inc.

      -- Probability of Default Rating, Downgraded to B1 from Ba3

      -- Speculative Grade Liquidity Rating, Downgraded to SGL-3
         from SGL-2

      -- Corporate Family Rating, Downgraded to B1 from Ba3

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded
         to B2 72 - LGD5 from B1 64 - LGD4

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
         range of B2 72 - LGD5 from B1 64 - LGD4

Outlook Actions:

   * Greenbrier Companies, Inc.

      -- Outlook, Changed To Stable From Rating Under Review

The Greenbrier Companies, Inc., based in Lake Oswego Oregon,
provides railroad services to Class I railroads including railcar
manufacturing, leasing, and railcar refurbishing and repair.


GSC GROUP: Moody's Rates $13 Mil. Class D Deferrable Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by GSC Group CDO Fund VIII, Limited:

   * Aaa to the $267,000,000 Class A-1 Floating Rate Senior
     Notes Due 2021;

   * Aa2 to the $14,000,000 Class A-2 Floating Rate Senior Notes
     Due 2021;

   * A2 to the $19,400,000 Class B Deferrable Floating Rate Notes
     Due 2021;

   * Baa2 to the $17,000,000 Class C Deferrable Floating Rate
     Notes Due 2021 and

   * Ba2 to the $13,000,000 Class D Deferrable Floating Rate Notes
     Due 2021.

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

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

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


HANCOCK FABRICS: Seeks Court Approval of CRP Employment Agreement
-----------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to enter into an agreement with Corporate Revitalization Partners
LLC, for the provision of temporary staff to Hancock Fabrics Inc.

Pursuant to the Engagement Agreement, CRP has agreed to provide
certain individuals to serve as Hancock Fabrics' interim
officers:

   1. Jeff Nerland, as interim executive vice president and
      chief financial officer;

   2. David Hull, as interim executive vice president and chief
      operating officer; and

   3. Brandon Smith, as interim vice president, assistant
      operating officer and assistant financial officer.

                        J. Nerland's Duties

Mr. Nerland, as CFO, will:

     * coordinate with investment bankers on management and
       administrative matters, back up coordination on legal and
       bankruptcy matters;

     * report daily and weekly cash management;

     * support business plan;

     * support sale process and exit financing;

     * negotiate with vendors on terms and reclamation claims
       issues;

     * interact with lenders and other constituents;

     * provide other necessary financial duties; and

     * continue involvement in stock keeping unit analysis and
       inventory management process.

The Debtors will pay Mr. Nerland $375 per hour, with a weekly cap
of $18,750 for 50 hours.

Mr. Nerland has more than 25 years of senior financial management
and advisory experience for under-performing companies, Hancock
Fabrics discloses in a regulatory filing with the Securities and
Exchange Commission.

Mr. Nerland has been with CRP since 2005 and became a partner in
2006.  From 2002 to 2005, he was senior vice president and group
president of the Cabin Management Group of DeCrane Aircraft.

Mr. Nerland has a bachelor's degree in business management from
the Indiana University and a master's degree in finance from the
University of Southern California.

                         D. Hull's Duties

Mr. Hull, as COO, will:

   * organize constituents;

   * coordinate on legal and bankruptcy matters, back up M&A
     matters coordination;

   * sale process and exit financing support;

   * continue involvement in SKU analysis and inventory
     management process;

   * execute store closings, including providing assistance in
     identifying additional store closings and new site selection
     and repositioning;

   * reduce head count and Distribution Center changes; and

   * coordinate and execute asset sales.

The Debtors will pay Mr. Hull $325 per hour, with a weekly cap of
$16,250 for 50 hours.

Mr. Hull has been with CRP since 2003 and became a partner in
2006.  His work at CRP has focused on providing restructuring and
interim management services to underperforming companies and
companies in Chapter 11 bankruptcy proceedings.

From 2000 to 2003, Prudential Capital Group employed Mr. Hull.

Mr. Hull has a bachelor's degree in business administration from
Southern Methodist University.

                        B. Smith's Duties

Mr. Smith, as assistant operating and financial officer, will:

   * run the cash flow model each week and provide variance
     reporting and budgets;

   * run the internal financial model to incorporate store
     closings, labor reduction and other cost reductions on real
     time basis;

   * help manage vendor relations;

   * provide general bankruptcy support services with legal
     matters, including monthly operating reports and financial
     and advisor requests; and

   * support SKU and inventory management analysis and
     implementation.

The Debtors will pay Mr. Smith $250 per hour, with a weekly cap
of $13,750 for 55 hours.

The Debtors may, from time to time, require the assistance of
four other CRP personnel, according to Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, LLP, in Wilmington, Delaware,
the Debtors' proposed bankruptcy counsel:

            Professional               Hourly Rates
            ------------               ------------
            William Snyder                 $425
            Lisa Poulin                    $400
            Paul Ravaris                   $375
            John Kokoska                   $375

The aggregate weekly amount chargeable to the Debtors for the
Additional Staff will not exceed $5,000, Mr. Dehney says.  The
Debtors will also reimburse CRP for any reasonable and necessary
out-of-pocket expenses.

Under the Engagement Agreement, the Debtors agree to provide
insurance coverage to the Interim Officers.  Furthermore, the
Debtors will indemnify all CRP personnel who serve as their
temporary staff.

Mr. Dehney relates that CRP has provided financial advisory and
restructuring services to the Debtors before the Petition Date.  
The Interim Officers and various other CRP employees have devoted
substantial amounts of time and efforts, among other things,
researching options relative to maximizing the Debtors'
enterprise value, advising and assisting them with respect to
ongoing bank negotiations, supporting the financial department in
the management of its liquidity resources and assisting the
Debtors in their contingency planning efforts.

The Debtors have been without a chief operating officer since
their previous COO resigned in April 2005, Mr. Dehney notes.  
Moreover, the Debtors' current chief financial officer has
tendered his resignation effective March 30, 2007.

Mr. Dehney asserts that the Interim Officers will help ensure
that critical management functions are effectively discharged for
Hancock Fabrics during the pendency of these bankruptcy cases.

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 3,
http://bankrupt.com/newsstand/or 215/945-7000).


HANCOCK FABRICS: Has Until May 21 to File Schedules & Statements
----------------------------------------------------------------
The United States Court for the District of Delaware has extended
the deadline by which Hancock Fabrics and its debtor-affiliates  
must file their Schedules and Statements through and including
May 21, 2007.

Section 521(a) of the Bankruptcy Code and Rule 1007(b) and (c) of
the Federal Rules on Bankruptcy Procedure both require a debtor
to file its schedules of assets and liabilities and its statement
of financial affairs with the Court within 15 days of filing its
Chapter 11 petition.

According to the Debtors' proposed counsel, Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington,
Delaware, given the size and complexity of the Debtors' business,
a significant amount of information must be accumulated, reviewed
and analyzed to properly prepare the Schedules and Statements.

As of March 21, 2007, the Debtors have been consumed with a
multitude of critical administrative and business decisions
arising in conjunction with the commencement of their Chapter 11
cases, Mr. Dehney adds.

The Debtors assert that the extension will provide them
sufficient time to assemble and verify information and prepare
the Schedules and Statements.

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 3,
http://bankrupt.com/newsstand/or 215/945-7000).


HANGER ORTHOPEDIC: Good Performance Cues S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bethesda, Maryland-based orthotics- and prosthetics -focused
patient care provider Hanger Orthopedic Group Inc. to stable from
negative.  At the same time, Standard & Poor's affirmed its
Ratings including the 'B' corporate credit rating on Hanger.

"The outlook revision reflects improvements in the reimbursement
environment for Hanger's services in 2007, the company's ability
to stabilize its operating cash flow in 2006, and our belief that
Hanger's performance in 2007 should be at least as good as it was
in 2006," explained Standard & Poor's credit analyst Jesse
Juliano.

The ratings reflect Standard & Poor's concerns with the declining
trends in Hanger's core business line, its historically difficult
reimbursement environment, cost inflation pressures, and the
company's significant debt burden.  These concerns are only
partially mitigated by the positive reimbursement environment in
2007, the company's industry-leading position, and its Linkia,
WalkAide System, and distribution opportunities.

Hanger will continue to be constrained by a large debt load.  The
company's financial profile is expected to remain weak in the near
term, with EBITDA interest coverage of about 2x and lease-adjusted
debt to EBITDA of more than 5x.

The company's financial risk profile should improve in 2007 as
reimbursement increases improve EBITDA and cash flow.  However,
the potential for debt-financed acquisitions could delay these
improvements.


HARVEST ENERGY: High Debt Levels Prompt S&P to Downgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Calgary, Alberta-based Harvest Energy Trust to
'B' from 'B+' following a review of the trust's CDN$1.6 billion
acquisition of North Atlantic Refining Ltd. in Newfoundland.

At the same time, Standard & Poor's lowered its ratings on
Harvest's senior unsecured debt to 'CCC+' from 'B-'.  The ratings
were removed from CreditWatch, where they were placed with
negative implications Aug. 23, 2006.  The outlook is stable.  

"The downgrade reflects Harvest's high debt levels following the
North Atlantic refinery acquisition as well as our expectation
that the trust will achieve limited debt reduction in the near to
medium term," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"Furthermore, the trust is at risk of outspending internally
generated cash flows if hydrocarbon prices or crack spreads
decline without a corresponding decrease in its monthly
distributions," Ms. Koutsoukis added.

The stable outlook incorporates our expectation that Harvest's
debt levels will remain unchanged. Nevertheless, the rating agency
expects that Harvest should generate sufficient internal cash
flows to fund its capital spending, interest and distribution
requirements while sustaining current production levels.  

The outlook could be revised to negative if Harvest increases its
leverage in deference to maintaining its current distributions or
pursues any material debt-financed acquisitions.  A negative
ratings action could also occur if the trust experiences
difficulties maintaining throughput levels at NARL.

Alternatively, an outlook revision to positive, or an upgrade, is
contingent on a material improvement in the trust's financial risk
profile.


HILB ROGAL: Earns $21.4 Million in Quarter Ended December 31
------------------------------------------------------------
Hilb Rogal & Hobbs Company reported financial results for the
fourth quarter and year ended Dec. 31, 2006.

Net income for the quarter was $21.4 million, compared with
$19.5 million, for the same period of 2005.  The fourth quarter
operating net income increased 27.1% to $23 million, compared with
$18.1 million for the fourth quarter of 2005.

For the fourth quarter, total revenues were $175.5 million,
compared with $164 million in the 2005 fourth quarter, an increase
of 7%.  Commissions and fees rose 10.2% to $174.4 million during
the quarter, compared with $158.2 million for the same period in
2005.  The increase reflects new business production and
acquisitions, partially offset by accelerated declines in
commercial property and casualty premium rates.

Net income for the year increased 54.8% to $87.0 million from
$56.2 million, or $1.55 per share, in the same period of 2005.  
Net income for 2005 included a $42.3 million regulatory charge
primarily for the company's settlement with the Connecticut
Attorney General and related legal and administrative costs.

For the year ended Dec. 31, 2006, total revenues were up 5.5% to
$710.8 million from $673.9 million in the same period of 2005.  
Commissions and fees increased 5.8% to $696.0 million from $658
million in 2005 and were affected by similar factors that impacted
the fourth quarter, in addition to a $4.4 million reduction in
contingent commissions.

The operating margin for the fourth quarter of 2006 was 26.6%
compared with 22.6% for the 2005 fourth quarter.  For the year,
the operating margin increased to 25.5% for 2006 from 25% for
2005.  The margin change for the quarter and year was affected
primarily by declines in legal costs, including the aforementioned
fourth quarter insurance recovery, offset by the expensing of
stock options and, for the year, the decrease in contingent
commissions.

"In 2006, HRH further increased market share, improved operating
margins, and completed a year of outstanding acquisitions," Martin
L. Vaughan, III, chairman and chief executive officer, said.  
"These achievements were all the more impressive having been
accomplished in a highly competitive and soft market.  I attribute
HRH's successful performance to the dynamic combination of our own
talented employees, some of whom have been with our organization
since its inception, and our newer technical professionals and
producers who joined HRH over the past few years and have quickly
come up to speed."

At Dec. 31, 2006, the company's balance sheet showed total assets
of $1,438,147,000, and total liabilities of $834,778,000,
resulting in a stockholders' equity of $603,369,000.  The
company's equity, as of Dec. 31, 2005, was $514,404,000.

Headquartered in Richmond, Virginia, Hilb Rogal & Hobbs Company
(NYSE:HRH) -- http://www.hrh.com/-- is the eighth largest   
insurance and risk management intermediary in the U.S. and tenth
largest in the world, with over 120 offices throughout the United
States and London.  HRH assists clients manage risks in property
and casualty, employee benefits, professional liability and many
other areas of specialized exposure.  HRH also offers a full range
of personal and corporate financial products and services.

                          *     *     *

Moody's Investors Service assigned a Ba2 rating to Hilb Rogal &
Hobbs Co.'s bank loan debt on April 2006.


HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2007-HE1, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Accredited Home Lender, Inc (65%),
Decision One Mortgage Company, LLC (20%), and various other
originators (15%) originated adjustable-rate (74%) and fixed-rate
(26%) subprime residential mortgage loans.

The ratings are based primarily on the credit quality of the loans
and on the protection against credit losses provided by
subordination, overcollateralization, excess spread, an interest
rate cap, and an interest rate swap agreement.  Moody's expects
collateral losses to range from 5.30% to 5.80%.

Wells Fargo Bank, N.A., Countrywide Home Loans Servicing LP, and
Option One Mortgage Corporation will service the mortgage loans in
the transaction. Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned both Wells Fargo Bank, N.A. and
Option One Mortgage Corporation its top servicer quality rating of
SQ1 as primary servicers of subprime residential mortgage loans.
Furthermore, Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as a master servicer of residential
mortgage loans.

These are the rating actions:

   * HSI Asset Securitization Corporation Trust 2007-HE1

   * Mortgage Pass-Through Certificates Series 2007-HE1

                     Class I-A, Assigned Aaa
                     Class II-A-1, Assigned Aaa
                     Class II-A-2, Assigned Aaa
                     Class II-A-3, Assigned Aaa
                     Class II-A-4, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned A3
                     Class M-8, Assigned Baa1
                     Class M-9, Assigned Baa2
                     Class M-10,Assigned Ba1


HUNTSMAN CORP: Moody's Lifts Corp. Family Rating to Ba3 from B1
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Huntsman Corporation and Huntsman International LLC, a subsidiary
of Huntsman, to Ba3 from B1, and upgraded other ratings as
appropriate.  The ratings on recently redeemed debt have been
withdrawn.  The outlook for Huntsman's ratings was moved to stable
from developing.

These are the rating actions:

   * Huntsman Corporation

      -- Corporate Family Rating, Upgraded to Ba3 from B1

   * Huntsman International LLC

      -- Corporate Family Rating, Upgraded to Ba3 from B1

      -- Senior Secured Bank Credit Facility, Upgraded to Ba1 from   
         Ba3, LGD2, 21%

      -- Senior Subordinated Regular Bond/Debenture, Upgraded to
         B2 from B3, LGD5, 89%

   * Huntsman LLC

      -- Senior Secured Regular Bond/Debenture, Upgraded to Ba1
         from Ba3, LGD2, 21%

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
         from B2, LGD4, 57%

Outlook Actions:

   * Huntsman Corporation

      -- Outlook, Changed To Stable From Developing

   * Huntsman International LLC

      -- Outlook, Changed To Stable From Developing

   * Huntsman LLC

      -- Outlook, Changed To Stable From Developing

Withdrawals:

   * Huntsman International LLC

      -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
         previously rated B3

      -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
         previously rated B2

The upgrade of Huntsman's CFR reflects the actions taken by the
company over the last 24 months to materially reduce debt and
thereby improve credit metrics.  

Debt has been reduced using cash proceeds generated by an IPO,
asset sales and cash from operations.  Asset sales have been
directed at reducing Huntsman's exposure to pure commodity
businesses and increasing its exposure to less volatile,
differentiated chemical businesses.  Management has also
simplified the corporate structure over the last three years such
that all debt is now issued out of HI, Huntsman's primary
operating subsidiary.  In addition to absolute debt reduction,
lower interest expense, achieved via refinancing, has improved
credit metrics.

The ratings take into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities.  Management's publicly stated leverage
target of net debt/adjusted EBITDA of ~2.5 also represents a
departure from historic levels.  

The ratings are nevertheless tempered by its leverage at this
point in the chemical cycle, exposure to rising prices in some
feed stocks, and weakness in certain end markets, notably
automotive and housing.  In addition management's new financial
philosophy is still relatively short lived.  

A concern for Moody's is the adherence to the new financial
policies in the event that equity returns are less robust than
anticipated.  Moody's notes that lackluster equity performance was
a key factor in management's decision to transform the company.
Since reporting the transformation plan, in February 2006,
management has successfully sold its commodity businesses and kept
its differentiated businesses.

As of Dec. 31, 2006, Huntsman's leverage remains elevated with
roughly $3.6 billion of balance sheet debt.  However, debt to
EBITDA has declined significantly over the past two years and is
currently at 3.0x, down from 5.0x at the end of 2004; retained
cash flow to total debt is 22% and free cash flow to total debt is
9%.  

When utilizing Moody's Standard Adjustments, which also include
the capitalization of pension obligations at $487 million,
securitizations at $220 million and operating leases at
$313 million, debt rises to almost $4.4 billion, debt to EBITDA is
3.7x, retained cash flow to total debt is 18.6% and free cash flow
to total debt is 7.1%.  Credit metrics are expected to show
further improvement in 2007 if only from the proceeds from already
announced asset sales, which are anticipated to reduce debt by
roughly $700 million.

The stable outlook reflects Moody's expectation that Huntsman's
businesses will remain strong for much of 2007 and into 2008,
providing good liquidity and the opportunity to reduce debt
further using free cash flow and cash.  These actions may improve
the company's credit profile and raise its metrics over the cycle.
If, over the next 12-24 months, the company continues to follow
its newly defined financial policies and does not re-lever its
balance sheet either through consolidating acquisitions or through
participation in other shareholder enhancing events the company's
outlook or ratings could be positively affected.

The notching of the senior secured credit facilities at Ba1, two
levels above the CFR, reflects the combination of anticipated debt
reduction at the secured level along with the benefit of a
substantial cushion of subordinated debt.  For rating purposes
Moody's assumed that the bulk of the debt to be paid down was at
the bank term debt level although management has yet to designate
a specific plan for the use of asset sale proceeds other than the
proceeds will be used to reduce debt.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and
non-durable consumer products, electronics, medical, packaging,
paints and coatings, power generation, refining and synthetic
fiber industries.  Huntsman had revenues of $10.6 billion for
fiscal year 2006.


HUNTSMAN INT'L: Moody's Lifts Corp. Family Rating to Ba3 from B1
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Huntsman Corporation and Huntsman International LLC, a subsidiary
of Huntsman, to Ba3 from B1, and upgraded other ratings as
appropriate.  The ratings on recently redeemed debt have been
withdrawn.  The outlook for Huntsman's ratings was moved to stable
from developing.

These are the rating actions:

   * Huntsman Corporation

      -- Corporate Family Rating, Upgraded to Ba3 from B1

   * Huntsman International LLC

      -- Corporate Family Rating, Upgraded to Ba3 from B1

      -- Senior Secured Bank Credit Facility, Upgraded to Ba1 from   
         Ba3, LGD2, 21%

      -- Senior Subordinated Regular Bond/Debenture, Upgraded to
         B2 from B3, LGD5, 89%

   * Huntsman LLC

      -- Senior Secured Regular Bond/Debenture, Upgraded to Ba1
         from Ba3, LGD2, 21%

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
         from B2, LGD4, 57%

Outlook Actions:

   * Huntsman Corporation

      -- Outlook, Changed To Stable From Developing

   * Huntsman International LLC

      -- Outlook, Changed To Stable From Developing

   * Huntsman LLC

      -- Outlook, Changed To Stable From Developing

Withdrawals:

   * Huntsman International LLC

      -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
         previously rated B3

      -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
         previously rated B2

The upgrade of Huntsman's CFR reflects the actions taken by the
company over the last 24 months to materially reduce debt and
thereby improve credit metrics.  

Debt has been reduced using cash proceeds generated by an IPO,
asset sales and cash from operations.  Asset sales have been
directed at reducing Huntsman's exposure to pure commodity
businesses and increasing its exposure to less volatile,
differentiated chemical businesses.  Management has also
simplified the corporate structure over the last three years such
that all debt is now issued out of HI, Huntsman's primary
operating subsidiary.  In addition to absolute debt reduction,
lower interest expense, achieved via refinancing, has improved
credit metrics.

The ratings take into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities.  Management's publicly stated leverage
target of net debt/adjusted EBITDA of ~2.5 also represents a
departure from historic levels.  

The ratings are nevertheless tempered by its leverage at this
point in the chemical cycle, exposure to rising prices in some
feed stocks, and weakness in certain end markets, notably
automotive and housing.  In addition management's new financial
philosophy is still relatively short lived.  

A concern for Moody's is the adherence to the new financial
policies in the event that equity returns are less robust than
anticipated.  Moody's notes that lackluster equity performance was
a key factor in management's decision to transform the company.
Since reporting the transformation plan, in February 2006,
management has successfully sold its commodity businesses and kept
its differentiated businesses.

As of Dec. 31, 2006, Huntsman's leverage remains elevated with
roughly $3.6 billion of balance sheet debt.  However, debt to
EBITDA has declined significantly over the past two years and is
currently at 3.0x, down from 5.0x at the end of 2004; retained
cash flow to total debt is 22% and free cash flow to total debt is
9%.  

When utilizing Moody's Standard Adjustments, which also include
the capitalization of pension obligations at $487 million,
securitizations at $220 million and operating leases at
$313 million, debt rises to almost $4.4 billion, debt to EBITDA is
3.7x, retained cash flow to total debt is 18.6% and free cash flow
to total debt is 7.1%.  Credit metrics are expected to show
further improvement in 2007 if only from the proceeds from already
announced asset sales, which are anticipated to reduce debt by
roughly $700 million.

The stable outlook reflects Moody's expectation that Huntsman's
businesses will remain strong for much of 2007 and into 2008,
providing good liquidity and the opportunity to reduce debt
further using free cash flow and cash.  These actions may improve
the company's credit profile and raise its metrics over the cycle.
If, over the next 12-24 months, the company continues to follow
its newly defined financial policies and does not re-lever its
balance sheet either through consolidating acquisitions or through
participation in other shareholder enhancing events the company's
outlook or ratings could be positively affected.

The notching of the senior secured credit facilities at Ba1, two
levels above the CFR, reflects the combination of anticipated debt
reduction at the secured level along with the benefit of a
substantial cushion of subordinated debt.  For rating purposes
Moody's assumed that the bulk of the debt to be paid down was at
the bank term debt level although management has yet to designate
a specific plan for the use of asset sale proceeds other than the
proceeds will be used to reduce debt.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and
non-durable consumer products, electronics, medical, packaging,
paints and coatings, power generation, refining and synthetic
fiber industries.  Huntsman had revenues of $10.6 billion for
fiscal year 2006.


IMC INVESTMENT: Judge DeWayne Confirms Chapter 11 Plan
------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas confirmed IMC Investment Properties
Inc.'s Chapter 11 Plan of Reorganization.

                        Treatment of Claims

As reported in the Troubled Company Reporter on Jan. 11, 2007,
under the plan, each holder of an Allowed Priority Unsecured Claim
will be paid in one cash payment on the later of:

   1) the effective date of the Plan or when the claim is first
      due and payable; and

   2) 15 business days following the date the Claim is allowed by
      final order.

(a) Class 2A Claims - Taxing Authorities

The Class 2A Claims of Taxing Authorities are entitled to a
secured claim and a lien on the Debtor's multi-purpose office
building located at 6221 Riverside Drive in Las Colinas, Texas and
all rents on that property in the order of priority as existed on
the Debtor's bankruptcy filing.

(b) Class 2B and 2C - Compass Bank Secured Claim.

On or before the effective date of the Plan, the Reorganized IMC
Investment, which will refer to the Debtor post-confirmation as
owned by David F. Hoff, will execute and deliver a reorganization
note to Compass Bank.  The principal amount of the Compass
Reorganization Note will be equal to the total amount owed to
Compass Bank on the Debtor's bankruptcy filing, plus all accrued
and unpaid postpetition interest, and all reasonable postpetition
attorneys' fees, costs of collection, and other amounts owed under
the loan documents and applicable law, without discount, through
the date of the Compass Reorganization Note.

Interest will accrue on the Compass Reorganization Note at the
fixed rate of 7.83% per annum.  The principal balance of the
Compass Reorganization Note will be no more than $7,658,519 as of
Feb. 1, 2007, subject to final reconciliation by the Debtor.  The
principal balance plus attorneys' fees accruing after Dec. 1,
2006, up to a total of $20,000 additional attorneys' fees.

Plains Capital Bank's claims will be treated as:

   i) Plains Capital's Third Lien Secured Claim has been paid in
      full prior to confirmation of the Plan and the lien has been
      extinguished.  Accordingly, such lien will not survive
      confirmation of the Plan.

  ii) As of Nov. 16, 2006, Plains Capital's Fourth Lien Secured
      Claim is allowed in the amount of at least $2,084,154, plus
      additional amounts.  The allowed amount of Plains' Fourth
      Lien Secured Claim will be adjusted to take into account
      any payments received by Plains prior to the effective date
      of the Plan, as well as additional accrued but unpaid
      interest through the effective date of the Plan, and all
      unpaid amounts owed.

iii) On or before the effective date of the Plan, the Reorganized
      Debtor will execute and deliver to Plains a reorganization
      note in the principal amount equal to the allowed amount of
      Plains' Fourth Lien Secured Claim.  The outstanding
      Principal balance of the Plains Reorganization Note will
      bear interest at the fixed rate of 7.5% per annum.

  iv) The Plains Reorganization Note will be secured by valid,
      properly perfected liens in the Reorganized Debtor's assets
      to the same extent and priority as the Plains Fourth Lien
      Secured Claim had prior to the confirmation of the Plan.
      This lien will survive date of confirmation of the Plan.

The Class 2F Claim of Crocker & Reynolds Construction LP will
receive an allowed secured claim which is secured by a valid
perfected lien on the Debtor's Las Colinas multi-purpose office
building all rents on that property in the order of priority as
such lien existed on the Debtor's bankruptcy filing.  Crocker &
Reynolds' Secured Claim will accrue interest from the confirmation
date of the Plan at the rate of 7% and will be paid in 23 monthly
installments of $1,500 per month with the remaining balance on the
allowed Secured Claim due and payable on the twenty-fourth month
after confirmation of the Plan.

Holders of Class 3 Allowed General Unsecured Claims will receive
pro rata share of $50,000, which will be paid from the cash
contributed by Mr. Hoff or an entity under his control to be
contributed to the Debtor under the Plan in an amount not less
than $1,575,000 plus the extinguishment of the Plains Third Lien
Secured Claim.  If causes of actions result in the collection of
cash, the Class 3 Claims will share the proceeds pro rata subject
only to the costs of litigation.

Class 4 Insider Claims will receive nothing under the Plan while
each then-issued and outstanding equity interest in any of the
Debtor will be deemed cancelled and extinguished.

Full-text copy of IMC Investment's Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070110011247

Based in Dallas, Texas, IMC Investment Properties Inc. filed for
chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex. Case
No. 06-32754).  Edwin Paul Keiffer, Esq., at Hance Scarborough
Wright Ginsberg and Brusilow, LLP, and Keith Miles Aurzada, Esq.,
at Powell Goldstein LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


INDYMAC HOME: Moody's Assigns Low-B Ratings on 2 Cert. Classes
--------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series INABS 2007-A, and ratings ranging from
Aa1 to Ba2 to the subordinated certificates in the deal.

The securitization is backed by IndyMac Bank F.S.B. originated
adjustable-rate and fixed-rate subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, overcollateralization
(OC), excess spread, and an interest rate swap agreement.  Moody's
expects collateral losses to range from 5.20% to 5.70%.

IndyMac Bank will service the mortgage loans.  Moody's has
assigned IndyMac Bank F.S.B its SQ2- servicer quality rating as a
primary servicer of subprime loans.

These are the rating actions:

   * IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series
     INABS 2007-A

                      Class 1A,   Assigned Aaa
                      Class 2A-1, Assigned Aaa
                      Class 2A-2, Assigned Aaa
                      Class 2A-3, Assigned Aaa
                      Class 2A-4A,Assigned Aaa
                      Class 2A-4B,Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa1
                      Class M-9, Assigned Baa2
                      Class M-10,Assigned Ba1
                      Class M-11,Assigned Ba2


INTERNATIONAL COAL: Moody's Holds Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service upgraded International Coal Group Inc.'s
speculative grade liquidity rating to SGL-3 from SGL-4, indicating
adequate liquidity.  The SGL-3 rating reflects Moody's belief that
the less restrictive covenants in ICG's newly amended and restated
credit agreement dated Jan. 31, 2006, will help the company
maintain access to its committed bank facilities with greater ease
and certainty, which will enable the company to fund its liquidity
requirements more comfortably in the next 12 months.

ICG was in compliance with its financial covenants as of
Dec. 31, 2006, and Moody's expects that the extra headroom in the
amended agreement will enable ICG to maintain continued access to
its funding lines over the next 12 months.  Moody's notes that the
company has a significant capex program underway and there is a
very high probability that the company will need to utilize its
revolver to fund the program.  However, the company has the
flexibility to postpone capex and, therefore, can control the
extent to which it takes on additional debt through revolver
drawings.

ICG's B2 corporate family rating reflects the significant
challenges facing ICG in meeting its somewhat aggressive
production targets and the substantial amount of capex and
resultant negative free cash flow that will be associated with
these targets, in addition to the capex that will be needed to
complete upgrading of the existing equipment fleet.

While the company's leverage is reasonable, Moody's anticipates
that the debt level will increase significantly as the company
funds its development program and deals with lower than expected
cash flow from its existing mines, which in Moody's view are
likely to continue to provide operating challenges.  The ratings
favorably reflect the company's ownership of the majority of its
reserves, its relatively low level of reclamation, workers'
compensation, black lung and other legacy liabilities and its
currently low leverage for the rating.

Moody's last rating action on ICG, in September 2006, was to raise
to Ba3 the rating on the company's guaranteed senior secured
facility due 2011, and to lower to Caa1 the rating on its
guaranteed senior unsecured notes due 2014.  These actions were
taken in accordance with the introduction of Moody's LGD
methodology.

International Coal Group, headquartered in Scott Depot, West
Virginia, is engaged in the mining and marketing of coal, and had
revenues in the fiscal year ended Dec. 31, 2006 of $892 million.


INTERSTATE BAKERIES: New Compensation Structure for Board Approved
------------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri has granted authority to Interstate Bakeries Corp. and
eight of its subsidiaries and affiliates to adjust the
compensation of the members of Debtor's Board of Directors who are
not salaried employees or consultants, nunc pro tunc to
Jan. 5, 2007.

The eight subsidiaries are:

   (1) Armour and Main Redevelopment Corporation,
   (2) Baker's Inn Quality Baked Goods, LLC,
   (3) IBC Sales Corporation,
   (4) IBC Services, LLC,
   (5) IBC Trucking LLC,
   (6) Interstate Brands Corporation,
   (7) New England Bakery Distributors, L.L.C, and
   (8) Mrs. Cubbison's Foods, Inc.

As reported in the Troubled Company Reporter on Jan. 8, 2006, the
Bankruptcy Court approved on Jan. 5, 2007, the settlement
reconstituting IBC's Board of Directors.  As reconstituted, the
Board will now consist of seven members.   

As reported in the Troubled Company Reporter on March 1, 2007,
most of the members of the reconstituted Board were not serving at
the time the Chapter 11 cases were commenced.  To attract new
members, an increase in Board compensation to market levels was
discussed with certain of the Board members prior to their
appointment.  

"Addressing this expectation -- i.e., raising board compensation
to competitive levels -- is, therefore, required to meet the
legitimate expectations of the new board members and to retain the
services of the entire board throughout these cases," J. Eric
Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, related.

According to Mr. Ivester, the Debtors, with the assistance of
Watson Wyatt Worldwide, evaluated the Directors' existing
compensation structure, benchmarked it against director
compensation paid by the general market and select peer companies,
and developed a revised compensation structure.

                                        Existing       Revised
                                        --------       -------
Base Retainer                            $30,000       $75,000
Board Meeting Fees
   In Person                              $2,000        $2,000
   By Telephone                           $1,000        $1,000
Committee Meeting Fees
   In Person                              $1,000        $1,000
   By Telephone                             $500          $500
Audit Chair Retainer                      $5,000       $15,000
Other Chair Retainers                     $2,500        $7,500
Equity Award                         $0 - 50,000            $0
Non-Executive Chairman                  $150,000      $150,000

In addition, the Debtors made certain adjustments to the Existing
Compensation Structure to reflect that:

   * the Directors' annual retainer will be increased from
     $30,000 to $75,000;

   * the Audit Committee Chairman's annual retainer will be
     increased from $5,000 to $15,000; and

   * the annual retainers for the Chairmen of other committees
     will be increased from $2,500 to $7,500.

                   About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


INTERSTATE BAKERIES: Court Approves Management Incentive Plan
-------------------------------------------------------------
The United States Bankruptcy Court for the Western District
of Missouri has given its permission to Interstate Bakeries
Corporation and its debtor-affiliates to implement the IBC
Management Incentive Bonus Plan Fiscal 2007.

As reported in the Troubled Company Reporter on Sept. 12, 2006,
the Incentive Plan is designed to encourage eligible employees to
increase the Debtors' enterprise value, and thus increase value
and returns for all stakeholders, during the Debtors' Chapter 11
cases by paying cash bonuses to certain eligible employees if the
Debtors achieve certain predetermined financial projections,
according to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois,

The Debtors, with the assistance of Alvarez & Marsal, LLC,
evaluated their existing compensation structure and obtained
input from their Board of Directors and senior executives to
identify Participants and consider the appropriate incentive
levels.

                  Annual Incentive Bonus Plan

The Debtors have identified 859 employees eligible under the
Incentive Plan.

The designated bonus target amount for each Participant is
determined based on a specified percentage of his base salary.
The specified percentages range from approximately 3% to 25%.

A Participant's eligibility to receive the annual bonus depends
on:

   (1) whether the Debtors achieve their projected EBITDAR target
       for fiscal year 2007;

   (2) whether the Participant's profit center or unit achieves
       its projected EBITDAR target; and

   (3) the Participant's individual performance rating.

Under the Incentive Plan, the Participants are divided into
different categories:

   * The Corporate Group,
   * The Business Units Group, and
   * The Profit Centers and other operating units group.

If the Debtors do not achieve their EBITDAR target, the Corporate
Group will not receive their designated bonus and the Non-
Corporate Groups will only be eligible for 50% of their
designated bonuses.

For the Non-corporate Groups, if their business unit does not
achieve their EBITDAR target, then they will not receive their
designated bonuses, irrespective of whether the Debtors achieve
their EBITDAR target, unless a discretionary pool is funded.

A Participant's designated bonus may be reduced to zero or
increased to as much as 150% of the designated amount based on
his individual performance ratings.  A Participant may receive
more if a discretionary pool is funded.

Individual performance ratings will be dependent on achieving
metrics designated by its unit's leadership.  For instance, the
sales management's ratings will depend on achieving the profit
center sales plan, meeting profit center route return goals, and
satisfying profit center safety goals, Mr. Ivester noted.

                     Discretionary Bonus Pool

If the Debtors exceed their EBITDAR target before adjustment for
the designated bonuses, a separate discretionary bonus pool will
be created that will be in addition to the designated bonuses,
Mr. Ivester noted.

Funding for the discretionary bonus pool will be derived from:

   -- 15% of the excess of the Debtors' EBITDAR over their
      EBITDAR target; and

   -- the funds earmarked to pay the designated bonuses for the
      business units that do not meet their EBITDAR targets.

Bonuses paid from the discretionary bonus pool will be based on
each Participant's individual performance and contribution to the
Debtors' business objectives.  The recipients and bonus amounts
will be determined by the IBC Compensation Committee, and the
determinations will be reviewed by the Compensation Committee of
IBC's Board of Directors.

                   About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


IPC SYSTEMS: WestCom Buyout Cues S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for New York City-based IPC Systems Inc. on
CreditWatch with negative implications.

"The CreditWatch placement follows the announcement that IPC has
entered into a definitive agreement to purchase WestCom Corp., a
global provider of managed voice and data solutions and services
to the financial community," said Standard & Poor's credit analyst
Ben Bubeck.

Despite the fact that this acquisition bolsters IPC's services
business and adds stability to the overall business, IPC's
capacity to make additional debt-financed acquisitions was
extremely limited following the recent acquisition of Positron
Public Safety Systems Inc.  

While the terms of the acquisition have not yet publicly been
disclosed, operating lease-adjusted leverage likely will increase
substantially from current levels around 6.5x, given the EBITDA
multiples recently paid for similarly positioned services
companies and the market's current tolerance for heightened
leverage.

The ratings on IPC's existing senior secured bank facility were
not placed on CreditWatch, as the term loans and any amounts
outstanding under the revolving credit facility are expected to be
refinanced as part of the transaction.  Standard & Poor's will
review the financial terms of the acquisition and its assessment
of IPC's business position in order to resolve the CreditWatch
listing.


JADWIGA PAWLOWSKI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Jadwiga Helena Pawlowski
        41-37, 74th Street
        Elmhurst, NY 11373

Bankruptcy Case No.: 07-41506

Chapter 11 Petition Date: March 28, 2007

Court: Eastern District of New York (Brooklyn)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

The Debtor did not submit a list of his 20 largest unsecured
creditors.


JENKENS & GILCHRIST: To Pay $76 Million Penalty; Closes Doors
-------------------------------------------------------------
Jenkens & Gilchrist will close its doors amidst a federal probe of
criminal tax shelter activity, according to the Internal Revenue
Service and U.S. Attorney's Office.

                         IRS Statement

In its website, the Internal Revenue Service said that it reached
a settlement with Jenkens & Gilchrist, under which the law firm
will be subject to a penalty of $76 million.  The penalty stems
from the firm's promotion of abusive and fraudulent tax shelters
and violation of the tax law concerning tax shelter registration
and maintenance and turnover to the IRS of tax shelter investor
lists.   

"While it is unfortunate that the 56-year-old national firm of
Jenkens & Gilchrist is terminating its legal practice, this should
be a lesson to all tax professionals that they must not aid or
abet tax evasion by clients or promote potentially abusive or
illegal tax shelters, or ignore their responsibilities to register
or disclose tax shelters," said IRS Commissioner Mark W. Everson.  
"Pursuing abusive tax shelters is a top priority for the IRS."

The firm aggressively marketed potentially abusive tax shelters to
high-net-worth individuals.  Some of the packages marketed to
these individuals included listed transactions such as:

    * COBRA (Currency Options Bring Reward Alternatives);
    * BEST (Short Option/Basis Enhancing Securities Transaction);
    * BLISS (Basis Leveraged Investment Swap Spreads);
    * OPS (Option Partnership Strategy);
    * BEDS (Basis Enhancing Derivatives Structure); and
    * BOSS (Bond & Option Sale Strategy).

The firm also marketed two transactions that are not listed
transactions:

    * HOMER (Hedge Option Monetization of Economic Remainders) and
    * BART (Basis Adjustment Remainder Trusts).

The IRS estimates that 1,400 investors are affected by the firm's
advice and will owe interest and penalties on their underpayment
of tax.

                Attorney General's Statement

In a statement, Michael J. Garcia, United States Attorney for the
Southern District of New York, disclosed that his Office has
entered into a non-prosecution cooperation agreement Jenkens &
Gilchrist for criminal tax violations arising from J&G's tax
shelter activities.

In a statement to the United States Attorney's Office for the
Southern District of New York, J&G admitted to developing and
marketing fraudulent tax shelters, as well as to issuing
fraudulent opinion letters.

The decision by the Office to enter into a non-prosecution
agreement with the law firm was based on four principal factors:

    * J&G's inability to continue practicing law as a firm;

    * J&G's acceptance of responsibility for developing and
      marketing fraudulent tax shelters, and for rendering
      fraudulent opinions in connection with those shelters;

    * J&G's cooperation with the Government's investigation into
      the tax shelter activities of the firm and its individual
      lawyers; and

      J&G's entry into an agreement with the Internal Revenue
      Service to resolve the IRS's promoter penalty audit of J&G,
      including the payment of a civil penalty.

J&G has recognized, in its statements to the Office and in the
Agreement, that its tax shelter practice has caused serious damage
to its reputation, revenues and stability, and that as a result it
ultimately cannot continue in business.  It was once a thriving
firm with over 600 attorneys and offices across the nation.  
Approximately two-thirds of those attorneys left, and its revenues
declined sharply, as Government scrutiny of the firm's tax shelter
practices intensified, as civil suits were filed, and as the
firm's reputation was accordingly tarnished.  The firm has advised
the Office that it has recently closed several of its offices,
that it will be closing the last of its offices -- its flagship
office in Dallas -- at the end of the month, and that J&G will no
longer engage in the practice of law.

Mr. Garcia said, "Jenkens & Gilchrist lawyers designed, sold,
implemented and provided legal opinions for illegal tax shelters.
These fraudulent cookie-cutter shelters purported to generate well
over a billion dollars in tax losses and eliminate hundreds of
millions of dollars in taxes owed by wealthy clients.  They
sounded too good to be true, and they were too good to be true.
The firm has acknowledged not only that its tax shelter practice
was fraudulent and caused serious harm to the United States
Treasury, but also that the practice caused such harm to the
firm's reputation and revenues that it cannot survive as a going
concern. The demise of Jenkens & Gilchrist demonstrates that a
lucrative but fraudulent tax shelter practice may provide short-
term financial rewards, but at a great long-term cost."

                About Jenkens & Gilchrist

Jenkens & Gilchrist -- http://www.jenkens.com/-- is a full-
service law firm providing legal services to businesses and
individuals with U.S. and international operations from offices in
Austin, Chicago, Dallas, Houston, Los Angeles, New York, Pasadena,
San Antonio, and Washington, D.C.  Jenkens & Gilchrist serves
clients worldwide in all areas of commercial activity.


JP MORGAN: Moody's Rates Class MV-10 Certificates at Ba1
--------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Acquisition Trust
2007-CH1, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by two separate and discrete pools of
adjustable-rate and fixed- rate, subprime mortgage loans
originated by JP Morgan Chase Bank, National Association.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread, and
overcollateralization.  In addition Group 2 will benefit from an
interest-rate swap agreement provided by JPMorgan Chase Bank,
National Association.  Moody's expects collateral losses to range
from 2.50% to 3.00% for Group 1 and 3.80% to 4.30% for Group 2.

JPMorgan Chase Bank, National Association will service the loans.

These are the rating actions:

   * J.P. Morgan Mortgage Acquisition Trust 2007-CH1

   * Asset-Backed Pass-Through Certificates, Series 2007-CH1

Group 1:

                    Class AF-1A, Assigned Aaa
                    Class AF-1B, Assigned Aaa
                    Class AF-2, Assigned Aaa
                    Class AF-3, Assigned Aaa
                    Class AF-4, Assigned Aaa
                    Class AF-5, Assigned Aaa
                    Class AF-6, Assigned Aaa
                    Class MF-1, Assigned Aa1
                    Class MF-2, Assigned Aa2
                    Class MF-3, Assigned Aa3
                    Class MF-4, Assigned A1
                    Class MF-5, Assigned A2
                    Class MF-6, Assigned A3
                    Class MF-7, Assigned Baa1
                    Class MF-8, Assigned Baa2
                    Class MF-9, Assigned Baa3

Group 2:

                    Class AV-1, Assigned Aaa
                    Class AV-2, Assigned Aaa
                    Class AV-3, Assigned Aaa
                    Class AV-4, Assigned Aaa
                    Class AV-5, Assigned Aaa
                    Class MV-1, Assigned Aa1
                    Class MV-2, Assigned Aa2
                    Class MV-3, Assigned Aa3
                    Class MV-4, Assigned A1
                    Class MV-5, Assigned A2
                    Class MV-6, Assigned A3
                    Class MV-7, Assigned Baa1
                    Class MV-8, Assigned Baa2
                    Class MV-9, Assigned Baa3
                    Class MV-10, Assigned Ba1

The Class MV-10 certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


KING PHARMA: Key Improvements Cue Moody's Stable Outlook
--------------------------------------------------------
Moody's Investors Service revised the rating outlook on King
Pharmaceuticals, Inc. to stable from negative.  At the same time,
Moody's affirmed King's Ba3 Corporate Family Rating, and the Baa3
rating on King's $400 million secured credit agreement maturing in
April 2007.

Moody's had maintained a negative rating outlook on King since
April 21, 2005.  

The change in the rating outlook to stable from negative
acknowledges several key improvements since that date:

   * strong cash flows in 2006 driven by sales of Altace,
     Skelaxin, and Thrombin;

   * reduced uncertainty regarding the threat of a near-term
     generic Altace launch;

   * resolution of certain legal matters including an OIG
     investigation; and

   * correction of earlier deficiencies in internal controls over
     financial reporting.

King's Ba3 rating reflects the criteria outlined in Moody's Global
Pharmaceutical Rating Methodology.  Factors from the methodology
consistent with King's rating include size and scale,
concentration in Top 3 and Top 5 products, and its litigation
profile.  Very favorable scores on cash flow relative to debt and
cash coverage of debt are offset by unfavorable scores on exposure
to patent expirations and exposure to patent challenges.

Although several financial measures, such as cash flow to debt,
are extremely strong for the Ba3 rating, King's exposure to patent
expirations and challenges could result in significant cash flow
erosion over the next several years.  In addition, the company's
acquisition strategy could result in incremental debt levels.

Ratings affirmed:

   * Ba3 Corporate Family Rating

   * Baa3, LGD2, 12% senior secured revolving credit facility of
$400 million due 2007

Moody's does not rate King's $400 million senior unsecured
convertible notes due 2026.

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
manufactures, markets, and sells primarily acquired branded
prescription pharmaceutical products.  The company reported
revenues of approximately $2.0 billion in 2006.


LENNAR CORP: Earns $68.6 Million in First Quarter Ended Feb. 28
---------------------------------------------------------------
Lennar Corp. reported that net income for the first quarter ended
Feb. 28, 2007, fell to $68.6 million, from net income of
$258.1 million a year earlier, on continued softness in the
housing market made worse by problems with subprime lenders.

Revenue declined 14% to $2.79 billion versus $3.24 billion a year
ago.

The drop in profits for Lennar come after the U.S. Census Bureau
reported Monday that builders sold 848,000 single-family homes in
February, 18.3% fewer than the same month last year and 3.9% fewer
than January of this year.

Stuart Miller, president and chief executive officer of Lennar
Corporation, said, "The housing market continues to demonstrate
overall weakness.  While some markets are performing better than
others, the typically stronger spring selling season has not yet
materialized.  These soft market conditions have been exacerbated
by the well-publicized problems in the subprime lending market."

Mr. Miller continued, "As weak market conditions have persisted,
we have continued to focus on our 'balance sheet first' strategy.
Since early 2006, we have focused on fortifying our balance sheet
by carefully managing inventory levels (converting both land and
home inventory to cash) and significantly reducing land purchases
and starts.  Concurrently, we have adjusted our land assets where
appropriate while we have written-off option deposits and pre-
acquisition costs on land we no longer desire to close."

"Additionally, we completed the LandSource transaction this
quarter, further strengthening our balance sheet with the receipt
of approximately $700 million of cash during the quarter.  The
strong sponsorship of LandSource, coupled with the land
availability primarily created by builders walking away from
option deposits, positions us for new opportunities to purchase
favorably-priced, larger land parcels within LandSource."

"We are very pleased that we ended our first quarter with our net
homebuilding debt to total capital at 28.6%.  Our strong balance
sheet will position us well for success as market conditions
recover.  In the interim, we will continue to manage our business
with day-by-day focus on maintaining a very low inventory balance
and a consistent pressure on reducing costs as we rebuild our
margins."

Revenues from home sales decreased 10% in the first quarter of
2007 to $2.6 billion from $2.9 billion in 2006.  Revenues were
lower primarily due to a 4% decrease in the number of home
deliveries and a 7% decrease in the average sales price of homes
delivered in 2007.   

Gross margins on home sales were $360.9 million, or 13.8%, in the
first quarter of 2007, compared to gross margin of $727.9 million,
or 24.9%, in the first quarter of 2006.  Gross margin on home
sales in the first quarter of 2007 includes $48.3 million of FAS
144 valuation adjustments in the company's Homebuilding East,
Central and West segments and Homebuilding Other segment.  Gross
margin percentage on home sales decreased compared to last year in
all of the company's homebuilding segments and Homebuilding Other
segment primarily due to higher sales incentives offered to
homebuyers.

Selling, general and administrative expenses as a percentage of
revenues from home sales increased to 14.1% in the first quarter
of 2007, from 13.0% in 2006.  The 110 basis point increase was
primarily due to lower revenues and an increase in broker
commissions, partially offset by lower personnel-related expenses.

Loss on land sales totaled $26.5 million in the first quarter of
2007, net of $21 million of write-offs of deposits and pre-
acquisition costs related to approximately 4,000 homesites under
option that the company does not intend to purchase and
$13.2 million of FAS 144 valuation adjustments, compared to gross
profit from land sales of $49.1 million last year.

In February 2007, the company's LandSource joint venture admitted
MW Housing Partners as a new strategic partner.  The transaction
resulted in a cash distribution to the company of approximately
$700 million.  As a result of the recapitalization, the company
recognized a pretax gain of $175.9 million in the first quarter of
2007.

Equity in earnings (loss) from unconsolidated entities was a loss
of $14.2 million in the first quarter of 2007, which included
$6.5 million of FAS 144 valuation adjustments to the company's
investments in unconsolidated entities, compared to equity in
earnings from unconsolidated entities of $38.2 million last year.

Management fees and other income, net, totaled $13.8 million in
the first quarter of 2007 (including $2.6 million of FAS 144
valuation adjustments), compared to $19.4 million in the first
quarter of 2006.

Minority interest expense, net was $544,000 and $4.4 million,
respectively, in the first quarter of 2007 and 2006.  

Operating earnings for the Financial Services segment were
$15.9 million in the first quarter of 2007, compared to
$10.6 million last year.  The increase was primarily due to
improved results from the segment's mortgage operations as a
result of an increased capture rate and a higher percentage of
fixed-rate loans.

Corporate general and administrative expenses as a percentage of
total revenues were 1.7% and 1.6%, respectively, in the first
quarter of 2007 and 2006.

                           About Lennar Corp.

Lennar Corporation (NYSE: LEN and LEN.B) -- http://www.lennar.com/   
-- founded in 1954, builds affordable, move-up and retirement
homes primarily under the Lennar brand name.  Lennar's Financial
Services segment provides primarily mortgage financing, title
insurance, and closing services for both buyers of the company's
homes and others.

                           *     *     *

In March 2006, Moody's Investors Service raised Lennar Corp.'s
senior subordinated debt rating to Ba1.


LODGENET ENT: Add-on Cues S&P to Hold B+ Senior Facilities' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its bank loan rating,
and lowered its recovery rating, on the senior secured credit
facilities of LodgeNet Entertainment Corp. (B+/Stable/--),
following the report that the company will add $225 million to its
first-lien debt through a delayed-draw term loan.

The 'B+' bank loan rating is the same as the corporate credit
rating on the company.  Standard & Poor's revised the recovery
rating to '3', indicating an expectation of meaningful recovery of
principal in the event of a payment default.  Pro forma for the
proposed add-on term loan, the facility will consist of a
$50 million revolving credit facility due 2013 and a $625 million
term loan due 2014.

"The recovery rating was lowered from '3' from '2' because the
additional first-lien secured debt reduces the recovery prospects
of all first-lien debtholders," said Standard & Poor's credit
analyst Tulip Lim.

"The repricing of the first-lien debt also decreases the recovery
prospects, as we use interest expense as an input in our default
scenario."

LodgeNet will use proceeds from the proposed add-on term loan to
tender for LodgeNet's outstanding $200 million 9.5% senior
subordinated notes due 2013.  The bank loan and recovery ratings
are based on the company completing the tender offer for the
subordinated notes.

Ratings List:

   * LodgeNet Entertainment Corp.

      -- Corporate Credit Rating at B+/Stable/

Rating Affirmed:

   * LodgeNet Entertainment Corp.

      -- $675 Million Bank Facilities at B+

Rating Lowered:
                                    To              From
   * LodgeNet Entertainment Corp.

      -- $675 Million Bank Facilities, Recovery Rating downgraded
         to 3 from 2.


LONE STAR: Board Approves $2.1 Billion Sale to U.S. Steel
---------------------------------------------------------
United States Steel Corporation and Lone Star Technologies, Inc.
disclosed Thursday that they have entered into a definitive
agreement under which U.S. Steel will acquire Lone Star for $67.50
per share in cash.

The agreement was unanimously approved by the boards of directors
of both U.S. Steel and Lone Star.

U.S. Steel expects that the acquisition of Lone Star will
strengthen its position as a premier producer of tubular products
for the energy sector and will create North America's largest
tubular producer.  The transaction will broaden U.S. Steel's
energy product offerings by joining U.S. Steel's predominantly
seamless tubular business with Lone Star's complementary welded
tubular business, coupling manufacturing and tubular processing
services.  Following the transaction, U.S. Steel will have annual
North American tubular manufacturing capability of approximately
2.8 million tons.

U.S. Steel expects that the transaction will be accretive to its
2007 earnings per share before considering expected synergies and
excluding the accounting effects of the sale of acquired inventory
and other customary purchase accounting adjustments.  U.S. Steel
projects that the combination with Lone Star's operations will
generate annual pre-tax operating synergies in excess of
$100 million by the end of 2008.

Commenting on the acquisition, U.S. Steel Chairman and CEO, John
P. Surma, said, "This transaction represents a compelling
strategic opportunity for U.S. Steel to strengthen our position as
a supplier to the robust oil and natural gas sector by
significantly expanding our tubular product offerings, our
production capacity and our geographic footprint.

"With a comprehensive portfolio of high-end products, enhanced
production capabilities, excellent positions in both welded and
seamless pipe, and a strong commitment to quality, service and
innovation, U.S. Steel will be better positioned to serve the
international oil and natural gas industry as the provider of
choice for tubular products. Also, because Lone Star is a
significant purchaser of hot bands and slabs, this acquisition
should allow us to better optimize our domestic hot-end operations
over a range of market conditions."

Rhys Best, Chairman and CEO of Lone Star stated, "We are very
excited about today's announcement.  We believe that this
combination will deliver superior value to Lone Star's
shareholders as well as provide our employees with an opportunity
to be part of a larger enterprise.  Our complementary strengths
will better position Lone Star to pursue significant new growth
opportunities for the benefit of our customers, distributors and
end users.  This transaction will enable an enhanced and wider
range of products, even higher service levels and greater
manufacturing efficiencies.  We look forward to working with the
U. S. Steel team to ensure a smooth transition."

Under the terms of the definitive agreement, U.S. Steel will
acquire all of the outstanding shares of Lone Star for $67.50 per
share in cash - an aggregate value of approximately $2.1 billion.  
The price per share represents a premium of approximately 39% to
Lone Star's closing share price of $48.45 on March 28, 2007, and a
premium of approximately 43% to its 90-day average trading price.

U. S. Steel will pay for the acquisition through a combination of
cash on hand and financing obtained under its existing receivables
purchase program and three new fully committed bank credit
facilities provided by JPMorgan.

The transaction is subject to the approval of Lone Star's
shareholders and other customary closing conditions, including
regulatory approvals, and is expected to close in the second or
third quarter of 2007.

J.P. Morgan Securities Inc. and Morgan, Lewis & Bockius LLP acted
as financial and legal advisers, respectively, to U. S. Steel.
Goldman, Sachs & Co. and Weil, Gotshal & Manges LLP acted as
financial and legal advisers, respectively, to Lone Star.

            About United States Steel Corporation

United States Steel Corporation (NYSE: X) is an integrated steel
producer with major production operations in the United States and
Central Europe.  An integrated steelmaker uses iron ore and coke
as primary raw materials for steel production, and U. S. Steel has
annual raw steel production capability of 19.4 million tons in the
United States and 7.4 million tons in Central Europe.  The company
manufactures a wide range of value-added steel products for the
automotive, appliance, container, industrial machinery,
construction and oil and gas industries.  U.S. Steel's integrated
steel facilities include Gary Works in Gary, Ind.; Great Lakes
Works in Ecorse and River Rouge, Mich.; Mon Valley Works, which
includes the Edgar Thomson Plant and the Irvin Plant near
Pittsburgh, Pa., and the Fairless Plant near Philadelphia, Pa.;
Granite City Works in Granite City, Ill.; Fairfield Works in
Fairfield, Ala.; U. S. Steel Kosice in the Slovak Republic; and
U.S. Steel Serbia.  U.S. Steel also operates finishing facilities
at the Midwest Plant in Portage, Ind., East Chicago Tin in
Indiana, and Lorain Tubular Operations in Lorain, Ohio, and is
involved in several steel finishing joint ventures.  U.S. Steel
produces coke at Clairton Works near Pittsburgh and at Gary Works
and Granite City Works.  The company operates two iron ore mines
through its Minnesota Ore Operations on the Mesabi Iron Range in
northern Minnesota, one in Mt. Iron and one in Keewatin.  In
addition, U. S. Steel is involved in transportation services
(railroad and barge operations) and real estate operations.

                   About Lone Star Technologies

Lone Star Technologies, Inc. (NYSE: LSS) is a $1.4 billion holding
company whose principal operating subsidiaries manufacture and
market oilfield casing, tubing and line pipe, specialty tubing
products, including finned tubes used in a variety of heat
recovery applications, and flat rolled steel and other tubular
products and services.


LONE STAR: U.S. Steel Deal Prompts S&P's Positive CreditWatch
-------------------------------------------------------------
Standard & Poor Ratings Services placed its 'BB-' corporate credit
rating and its other ratings on Lone Star Technologies Inc. on
CreditWatch with positive implications.  The CreditWatch followed
the announcement that Lone Star definitively agreed to be acquired
by United States Steel Corp. (BB+/Stable/--) in a cash transaction
valued at $2.1 billion.

The agreement was accepted by the boards of directors of both U.S.
Steel and Lone Star Technologies.  The transaction is expected to
close in the second quarter of 2007, subject to a vote by Lone
Star shareholders and to regulatory approvals.

"The acquisition indicates that strong merger and acquisition
activity in the steel industry is likely to continue, driven by
favorable market conditions," said Standard & Poor's credit
analyst Thomas Watters.

Dallas, Texas-based Lone Star Technologies has a leading position
in oil country tubular goods, a virtually debt-free balance sheet,
and fair liquidity.  U.S. Steel is an integrated steel producer,
which has experienced strong profitability and healthy cash flows
that have allowed it to finance its growth.  Combined, the
companies will create the largest producer of tubular steel goods
in North America.  Standard & Poor's expects to resolve the
CreditWatch after the closing of the transaction.


LS POWER: Moody's Rates $1 Bil. 1st-Lien Credit Facilities at B1
----------------------------------------------------------------
Moody's Investors Service has assigned ratings of B1 and B3 with a
stable outlook to LS Power Acquisition Co I, LLC's first and
second lien credit facilities, respectively.  

The first lien credit facilities include a $700 million term loan,
a $165 million letter of credit facility, and a $150 million
revolver.  The second lien credit facility consists of a
$300 million term loan.  Proceeds of the term loans will be used
along with a $30 million draw on the revolver and a $412 million
equity contribution to purchase a portfolio of 6 gas-fired
electric generating facilities from the Mirant Corporation.  The
letter of credit facility will be used to provide a $40 million
debt service reserve and support collateral obligations while the
remaining revolver capacity will be used for working capital needs
and additional letters of credit.

The generating facilities, which are distributed throughout the
United States, include 4 combined cycle and 4 simple cycle units
with a total of 3,736 MW of capacity.  All of the facilities
utilize GE 7FA technology and are relatively new, with an average
age of approximately five years.

According to Moody's analyst Aaron Freedman, the assigned ratings
reflect the asset portfolio's relatively high leverage, narrow
projected financial metrics, and substantial merchant exposure to
potential power market volatility.  These weaknesses are mitigated
by a significant level of contracted revenues through the first
four years of the loan life along with the geographic and dispatch
diversity and adequate structural protections for lenders.

Each facility is located in a different state and interconnects
with a different wholesale market; while some of the assets are
located in illiquid, bilateral or significantly overbuilt markets
and dispatch infrequently, others are in more liquid or
transparent markets with stronger demand for intermediate and
peaking resources, and exhibit higher dispatch rates.

An independent power generation company headquartered in East
Brunswick, New Jersey, LS Power Acquisition Co I, LLC is a
bankruptcy-remote special purpose entity created to own and
operate a portfolio of six gas-fired generating facilities.  It is
owned by LS Power Equity Partners, a private equity fund managed
by the LS Power Group.


MAGUIRE PROPERTIES: S&P Lowers Corp. Credit Rating to BB- from BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Maguire Properties Inc. and Maguire Properties L.P. to
'BB-' from 'BB'.  

At the same time, Standard & Poor's assigned its 'BB-' rating and
'4' recovery rating to a proposed $625 million term loan and a
$200 million revolving credit facility.  The outlook is stable.

"The downgrade reflects the impact of Maguire's pending
$3.1 billion fully priced and largely debt-financed acquisition of
former Equity Office Properties assets, which we believe could put
pressure on an already weak financial profile," explained
Standard & Poor's credit analyst Tom Taillon.

"The assigned bank loan and recovery ratings reflect the secured
nature of the loans and our expectations for marginal recovery
prospects in a default scenario."

Maguire's revised corporate credit rating reflects an aggressive
financial policy, weak cash flow coverage measures, and reliance
on a secured financing strategy to fund growth of a geographically
concentrated portfolio.  Offsetting these credit concerns are a
strong competitive position in Southern California, favorable
recent experience absorbing relatively large portfolios, and a
growing development pipeline that could bolster future cash flow.

Maguire's core portfolio should be relatively stable over the
next few years.  In addition, current robust demand for the assets
Maguire plans to sell should facilitate management's
post-transaction debt reduction plan.  However, the ratings would
come under pressure if debt reduction efforts are delayed or
impeded.  Standard & Poor's views upside momentum in the rating as
limited by the company's currently high debt levels.


MASONITE CORP: High Leverage Prompts Moody's to Hold B2 Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed Masonite Corporation's B2
corporate family rating, as well as affirmed the company's Ba3
rating on its senior secured credit facilities.  Masonite's
outlook has been changed to negative from stable.  

Masonite's ratings consider the company's recent loss of business
from Home Depot, the company's largest customer, high leverage,
and low free cash flow generation relative to debt levels.  The
ratings benefit from Masonite's market position as leading
producer of doors in North America.

These ratings have been affirmed for Masonite Corporation:

   * Corporate family rating, affirmed at B2,

   * Probability of default rating, affirmed at B2,

   * $1,172 million Graduated Senior Secured Term Loan due 2013,
     affirmed at Ba3, LGD3, 32%;

   * $350 million Graduated Senior Secured Revolver due 2011,
     rated Ba3, LGD3, 32%;

Speculative grade liquidity rating, affirmed at SGL-3.

Masonite's negative outlook incorporates the company's recent
disclosure of the loss of 50% of Home Depot volume, while
balancing the benefits of its revenue mix.  The majority of the
company's sales come from repair and remodeling.

The ratings could come under pressure if free cash flow to debt
was projected to fall to below 2% over a 12 month basis, if
Debt/EBITDA was to increase to over 7x, if the company violates
its covenants, or if additional business is lost from key
customers.  Further loss of business due to price increases
implemented or further weakening market conditions would also
pressure the rating downward.

The ratings could improve if free cash flow to debt was to
increase to above 8% on a projected 12 month basis and if debt to
EBITDA fell below 4x and was expected to improve further.

Masonite is headquartered in Ontario, Canada.  The company is a
leading global manufacturer of doors and door components with over
80 facilities in 18 countries in North America, Europe, Latin
America, Asia and Africa.  Revenues for fiscal year 2006 were
approximately $2.5 billion.


MCLEODUSA INC: Proposed IPO Cues Moody's Developing Outlook
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of McLeodUSA
Incorporated and changed the outlook for all ratings to developing
following the report of the company's proposed initial public
offering of its common stock.

McLeod plans to use the proceeds from the IPO to redeem a portion
of its outstanding 10-1/2% notes due 2011 and to fund capital
expenditures or future acquisitions.  The company will not receive
any proceeds from the sale of shares of common stock held by its
existing shareholders.

Moody's has taken these action:

   * McLeodUSA Incorporated

      -- Corporate Family Rating, Affirmed B3
      -- Probability-of-default rating, Affirmed B2
      -- 2nd Lien Secured Notes, due 2011, Affirmed B3, LGD4, 62%
      -- Speculative Grade Liquidity, Affirmed SGL-1

The Outlook has changed to Developing from Stable.

The B3 corporate family rating reflects McLeod's financial risk,
as it refocuses its sales efforts, lack of free cash flow
generation, and the challenging competitive position which is
compounded by the low profitability of its current operations.  
The ratings benefit somewhat from the company's substantial
network infrastructure and good liquidity.

The developing outlook reflects the uncertainty of successfully
consummating the IPO.  Assuming a successful IPO, the ratings and
the ratings outlook will incorporate the resulting impact on the
company's leverage profile, the potential for future debt-driven
acquisitions, and a review of the company's growth plans amid
intensifying competitive pressures.

McLeod, headquartered in Hiawatha, Iowa, is a CLEC serving about
250,000 business and residential customers.


MERRILL LYNCH: Moody's Eyes Possible Downgrade on Ba2 Rating
------------------------------------------------------------
Moody's Investors Service confirms the ratings for two classes of
certificates from one of Merrill Lynch's Specialty Underwriting
and Residential Finance deals from 2005.  SURF purchases loans
from brokers who underwrite to its guidelines.

The B-2 and B-3 certificates were placed on review for possible
downgrade based on deteriorating credit enhancement.  While the
collateral was performing as expected, the overcollateralization
had been falling significantly below its target as a result of
lower than expected excess spread levels.  Excess spread levels
and credit enhancement have increased and the credit protection is
consistent with the current rating levels.

These are the rating actions:

   * Specialty Underwriting and Residential Finance Trust, Series
     2005-AB1

   * Review for Possible Downgrade

      -- Class B-3, confirmed at Ba2
      -- Class B-2, confirmed at Baa3


MITCHELL INT'L: Acquisition Cues Moody's Ratings' Withdrawal
------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Mitchell
International, Inc. following the completion of the company's
acquisition by an investor group led by Aurora Capital Group.  All
of Mitchell's rated debt was repaid in connection with the
acquisition.

Moody's withdrew these ratings:

   * $10 million senior secured revolving credit facility due
     2009, B1, LGD3, 32%

   * $117 million senior secured term loan facility due 2011, B1,
     LGD3, 32%)

   * Corporate family rating, B1

   * Probability of default rating, B2

Mitchell provides information services and technology solutions
designed to automate and optimize the automobile insurance claims
process.


NEW CENTURY: Natixis Selling 3,534 Mortgage Loans, Bids Due Apr. 3
------------------------------------------------------------------
Natixis Real Estate Capital Inc. will be conducting a public
auction of a portfolio of approximately 3,534 residential mortgage
Loans originated by New Century Financial Corporation subsidiaries
NC Capital Corporation, New Century Mortgage Corporation, NC Asset
Holding LP, Home123 Corporation, and New Century Credit
Corporation.

The auction will be held at the offices of Natixis at 36th Floor,
9 West 57th Street, in New York.

The mortgage loans, having an aggregate unpaid principal balance
of approximately $800 million, are being sold "as is, where is"
with no representations and warranties.  

Upon request and execution of a confidentiality agreement to be
provided by Natixis, interested bidders will be provided
with an electronic data file containing information specific to
each mortgage loan.

Indicative bids must be submitted by Tuesday, April 3, 2007, at
11:00 a.m. EDT.

After receipt of indicative bids, at least three of the highest
bidders will be selected to perform due diligence on the mortgage
loans and may submit final bids to:

    William Mannion
    Licensed Auctioneer
    DCA No. 796322
    JP&R Advertising Agency Inc.
    Room 905
    299 Broadway, NY 10007

For further information, visit http://www.auction@cm.natixis.com/

                    Morgan Stanley Sells Loans

Early this week, one of New Century's major bank lenders, Morgan
Stanley Mortgage Capital Inc., moved to sell at a public auction a
portfolio of approximately 13,200 residential mortgage loans
originated by New Century's subsidiaries.

The loans have an aggregate unpaid principal balance of
approximately $2.48 billion.

                     Looming Bankruptcy Filing

New Century will likely file for bankruptcy protection very soon,
The New York Times said on its Web site Wednesday, citing people
briefed on the company's plans.

The company, NY Times said, is trying to tie up financing that
would allow it to reorganize or sell itself through a prepackaged
bankruptcy, rather than be forced to liquidate itself.

The company has been receiving default and acceleration notices
from its lenders under its repurchase credit facilities.  Several
of the lenders have further notified the company of their intent
to sell the outstanding mortgage loans that have been financed by
the respective lender and offset the proceeds from the sale
against the company's purported obligations to the lender, while
reserving their purported rights to seek recovery of any remaining
deficiency from the company.  

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

                     Delayed Annual Report Filing

New Century disclosed in a regulatory filing with the Securities
and Exchange Commission that it would not be able to finalize its
financial statements for the year ended Dec. 31, 2006, until:

    (i) the Audit Committee of its Board of Directors completes
        its previously announced internal investigation into the
        issues giving rise to the company's need to restate its
        2006 interim financial statements, as well as issues
        pertaining to the company's valuation of residual
        interests in securitizations in 2006 and prior periods;
        and

   (ii) the company provides its independent registered public
        accounting firm, KPMG LLP, with the information that it
        needs in order to complete its audit of the company's
        financial statements and internal control over financial
        reporting.

                        About New Century

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

                          *     *     *

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

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

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

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


NOVASTAR MORTGAGE: Moody's Rates Class M-11 Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by NovaStar Mortgage Funding Trust, Series
2007-1 and ratings ranging from Aa1 to Ba2 to subordinate
certificates in the deal.

The securitization is backed by NovaStar Mortgage, Inc.
originated, adjustable-rate (75%) and fixed-rate (25%), subprime
mortgage loans acquired by NovaStar Mortgage Funding Corporation.
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by mortgage insurance
provided by Mortgage Guaranty Insurance Corporation, PMI Mortgage
Insurance Co., and Radian Guaranty.  

The ratings also benefit from subordination, excess spread, and
overcollateralization.  The ratings also benefit from the
interest-rate cap agreements provided by Deutsche Bank AG, The
Royal Bank of Scotland plc, and Wachovia Bank, National
Association.  After taking into consideration the coverage of the
primary mortgage insurance, Moody's expects collateral losses to
range from 4.20% to 4.70%.

NovaStar Mortgage, Inc. will service the mortgage loans.  Moody's
has assigned NovaStar its servicer quality rating of SQ2 as a
servicer of subprime mortgage loans.

These are the rating actions:

   * NovaStar Mortgage Funding Trust, 2007-1

   * NovaStar Home Equity Loan Asset-Backed Certificates, Series
     2007-1

                    Class A-1A, Assigned Aaa
                    Class A-2A1,Assigned Aaa
                    Class A-2A2,Assigned Aaa
                    Class A-2B, Assigned Aaa
                    Class A-2C, Assigned Aaa
                    Class A-2D, Assigned Aaa
                    Class M-1, Assigned Aa1
                    Class M-2, Assigned Aa2
                    Class M-3, Assigned Aa3
                    Class M-4, Assigned A1
                    Class M-5, Assigned A2
                    Class M-6, Assigned A3
                    Class M-7, Assigned Baa1
                    Class M-8, Assigned Baa2
                    Class M-9, Assigned Baa3
                    Class M-10,Assigned Ba1
                    Class M-11,Assigned Ba2


OAK HILL CREDIT: S&P Holds BB- Rating on $23 Million Notes
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, B-1, and B-2 notes issued by Oak Hill Credit Partners I Ltd.,
an arbitrage high-yield CLO transaction, on CreditWatch with
positive implications.  

At the same time, the ratings on the class A-1a, A-1b, C, D-1, and
D-2 notes were affirmed due to the level of overcollateralization
available to support the notes.
  
The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the transaction closed in October 2001.  Standard & Poor's
notes that since origination, the transaction has paid down
approximately $163.474 million to the class A-1a and A-1b notes.    
                
              Ratings Placed On Creditwatch Positive
   
                 Oak Hill Credit Partners I Ltd.

                          Rating
                          ------
             Class   To             From     Balance
             -----   --             ----   ------------
             A-2     AA-/Watch Pos  AA-    $102,500,000
             B-1     A-/Watch Pos   A-      $15,000,000
             B-2     A-/Watch Pos   A-      $13,000,000
   
                         Ratings Affirmed
   
                  Oak Hill Credit Partners I Ltd.

                   Class   Rating       Balance
                   -----   ------     ------------
                   A-1a    AAA        $189,922,000
                   A-1b    AAA         $28,602,000
                   C       BBB         $30,000,000
                   D-1     BB-         $20,500,000
                   D-2     BB-          $2,500,000


ONE WALL: Moody's Rates $10.5 Million Class E Junior Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by One Wall Street CLO II Ltd.:

   * Aaa to the $244,000,000 Class A-1 Senior Term Notes Due 2019;

   * Aaa to the $50,000,000 Class A-2 Senior Delayed Draw Notes
     Due 2019;

   * Aa2 to the $34,000,000 Class B Senior Notes Due 2019;

   * A2 to the $15,500,000 Class C Deferrable Mezzanine Notes Due
     2019;

   * Baa2 to the $16,000,000 Class D Deferrable Mezzanine Notes
     Due 2019; and

   * Ba2 to the $10,500,000 Class E Deferrable Junior Notes Due
     2019.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans,
senior secured notes, second lien loans, senior unsecured loans,
senior unsecured bonds and structured finance obligations due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

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


OPTEUM INC: Balks at Friedman Billings' Research Report
-------------------------------------------------------
Opteum Inc. wishes to make several observations in response to a
research report released by Friedman Billings Ramsey and Company,
Inc.

1. The report questions whether the company will continue to be
able to secure covenant waivers on its warehouse lines of credit.  
As the company stated in its Form 10-K filed March 14, 2007 with
the Securities and Exchange Commission, the company has secured
all waivers needed to date.

At Dec. 31, 2006, Opteum Financial Services, LLC, a wholly owned
subsidiary of Opteum Inc. had outstanding balances of
approximately $728 million under their various warehouse and
aggregation lines and approximately $122 million outstanding on
other lines of credit with various lenders.

OFS has been in violation of certain covenants with respect to its
warehouse lines of credit related to its loan origination
operations for four consecutive quarters.  While the violations of
the covenants have been waived by the lenders, should conditions
in the mortgage origination industry continue to deteriorate or
fail to recover in sufficient time, it is possible OFS may not be
able to obtain such waivers in the future.

Under such circumstances, to the extent OFS is unable to transfer
outstanding balances to other warehouse lines OFS might be
precluded from accessing its warehouse lending agreements to the
extent it does now and might have to curtail originations
accordingly.  Currently, OFS has sufficient capacity on other
warehouse lines, to facilitate such transfer.

As of Jan. 31, 2007, OFS was not in compliance with respect to one
covenant with one lender.  The covenant violation at Jan. 31,
2007, pertained to tangible net worth.  OFS has obtained a waiver
from all lenders with respect to the covenant violation as of Jan.
31, 2007.

2. The company has incurred a total of just $8 million of margin
calls on its warehouse lines in 2007.

3. The company has produced approximately $44 million of sub prime
mortgages in 2007, which represents approximately 4.8% of 2007
year to date loan production of approximately $916 million.  
Forty-four percent of the $44 million (approximately $19 million)
subprime mortgages were underwritten by a third party buyer and
sold directly to that buyer.  The company no longer underwrites
sub prime mortgages.  The company believes that it is adequately
reserved for early payment defaults related to sub prime mortgages
as well as all other mortgages.

4. The research report questions whether Opteum Inc. is a going
concern.  The company completed its 2006 audit and the company
received a clean audit opinion and is a going concern.  The
company continues to believe it has very adequate liquidity.  The
company currently owns approximately $3 billion in agency mortgage
related assets, the value of which has increased during 2007 as
rates have declined.  These agency assets are guaranteed by an
agency of the Unites States Government.

5. The company continues to believe that the carrying value of the
servicing rights on its balance sheet correctly reflects the value
of the servicing rights.  The changes in the value of the
servicing rights have been related to changes in prepayment speed
assumptions.  The changes in prepayment assumptions also apply to
our retained interests in securitizations.  Losses continue to
run, in the aggregate, in line with expectations.

                        About Opteum Inc.

Opteum Inc. is a real estate investment trust that operates an
integrated mortgage-related investment portfolio and mortgage
origination platform.  The REIT invests primarily in, but is not
limited to, residential mortgage-related securities issued by the
Federal National Mortgage Association (Fannie Mae), the Federal
Home Loan Mortgage Corporation (Freddie Mac) and the Government
National Mortgage Association (Ginnie Mae).  It attempts to earn
returns on the spread between the yield on its assets and its
costs, including the interest expense on the funds it borrows.  
Opteum's mortgage origination platform, Opteum Financial Services,
originates, buys, sells, and services residential mortgages from
offices throughout the United States and operates as a taxable
REIT subsidiary.


OSHKOSH TRUCK: Net Income Lowers to $41 Mil. in Qtr. Ended Dec. 31
------------------------------------------------------------------
OshKosh Truck Corp.'s net income was down 22.4% to $41.2 million
in the first quarter of fiscal 2007 ended Dec. 31, 2006, compared
with $53.1 million for last year's first quarter.

The decrease in earnings compared to the prior year quarter was
driven by the decrease in defense sales and operating income and
the timing of the JLG acquisition.  Due to the impact of certain
purchase accounting adjustments and the closing of the JLG
acquisition during the seasonally slow holiday period.

"The most exciting news during the quarter was the company's
closing on the acquisition of JLG Industries, which becomes
another important business segment within Oshkosh."
Robert G. Bohn, chairman, president and chief executive officer,
said.  "JLG is an aerial work platforms and telehandlers.  The
company's integration work is underway, and it continue to work
hard with the JLG team as it become a core component of the
company."

Factors affecting first quarter results included:

   -- Sales increased 27.4% in the first quarter of fiscal 2007.
      Sales grew in the company's fire and emergency and
      commercial segments, while the company's defense segment
      sales declined due to a decrease in parts and service sales.
      The company's new access equipment segment contributed sales
      of $117.7 million.

   -- Operating income decreased 3.9% to $83.6 million.  Operating
      income grew at double-digit and triple-digit percentages in
      the fire and emergency and commercial segments while the
      defense segment experienced a decrease in operating income
      as a result of the decrease in sales.  The company's access
      equipment segment contributed operating income of
      $2.4 million.  

   -- Corporate and other-Operating expenses and inter-segment
      profit elimination increased $3.9 million to $18.7 million.
      The increase in the first quarter was due to higher
      professional services and integration costs associated with
      the acquisition of JLG.  Interest expense net of interest
      income for the quarter increased $19.8 million to
      $20.1 million compared to the prior year quarter.  Higher
      interest costs were due to additional acquisition-related
      debt for the acquisition of JLG.

   -- The provision for income taxes in the first quarter
      decreased to 36% of pre-tax income compared to 39% of
      pre-tax income in the prior year quarter.  The lower
      effective tax rate reflects the impacts of the JLG
      acquisition and the reinstatement of the federal research
      and development tax credit.

Total debt rose $3.2 billion during the first quarter to
$3.3 billion at Dec. 31, 2006, due to borrowings used to fund the
acquisition of JLG.  In addition, the first quarter of each fiscal
year historically has higher seasonal working capital
requirements.

At Dec. 31, 2006, the company's balance sheet showed $6.1 billion
in total assets, $5 billion in total liabilities, and $1.1 billion
in shareholder's equity.

                        About Oshkosh Truck

Oshkosh, Wis.-based Oshkosh Truck Corp. (NYSE:OSK) --
http://www.oshkoshtruckcorporation.com/-- which was founded in  
1997, is a designer, manufacturer and marketer of a broad range of
specialty access equipment, military, commercial and fire and
emergency vehicles and vehicle bodies.  Oshkosh's products are
valued worldwide by rental and construction companies, defense
forces, fire and emergency units, municipal and airport support
services, and concrete placement and refuse businesses where high
quality, superior performance, rugged reliability and long-term
value are paramount.

                           *     *     *

Moody's Investors Service rated Oshkosh Truck Corp.'s long-term
corporate rating and probability of default rating at 'Ba3'.  
Moody's said the outlook is stable.

Standard & Poor's rated Oshkosh Truck Corp.'s foreign and local
issuer credit rating at 'BB'.  S&P said the outlook is stable.


PACIFIC LUMBER: Scopac Gets Final OK to Hire Blackstone as Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has granted permission to Scotia Pacific Company LLC to
employ Blackstone Group LP as its financial advisor pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code.

The Court also overruled the remaining objections of The Ad Hoc
Committee of Timber Noteholders, the United States Trustee and the
Official Committee of Unsecured Creditors.

Blackstone Group will only be entitled to the Restructuring Fee if
Scopac's proposed plan, or a joint plan in which Scopac is a
proponent, is confirmed.

The Court also authorizes Scopac to indemnify Blackstone for any
claim in connection with the firm's services.

As reported in the Troubled Company Reporter on March 6, 2007, as
Scopac's financial advisor, Blackstone will:

   (a) assist in the evaluation of Scopac's business and
       prospects;

   (b) assist in the development of Scopac's long-term business
       plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Bankruptcy Court, Scopac's Board of
       Managers, various creditors and other third parties;

   (d) analyze Scopac's financial liquidity;

   (e) evaluate Scopac's debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios and the potential
       impact of the scenarios on the ability to maximize
       Scopac's estate;

   (g) provide strategic advice with regard to the Plan;

   (h) assist in the evaluation of and raising of debt and
       equity as new financing as part of Scopac's bankruptcy
       case or Scopac's plan of liquidation or reorganization;

   (i) participate in negotiations among Scopac and its
       creditors, suppliers, lessors and other interested
       parties, as appropriate;

   (j) value securities offered by Scopac in connection with a
       plan;

   (k) provide expert witness testimony as needed; and

   (l) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a plan as requested and mutually agreed.

Scopac will pay Blackstone these fees for the firm's contemplated
services:

   * A $150,000 monthly advisory fee beginning payable on the
     effective date.  Subsequent monthly payments will be payable
     in advance on each monthly anniversary thereafter.

   * A $4,150,000 restructuring fee, payable on the consummation
     of a plan.

   * A debt financing fee of 2% of the total facility size of any
     debt financing arranged by Blackstone from non-current
     lenders, payable upon funding of the facility.

   * An equity financing fee of 4% of the total equity capital
     secured by Blackstone from third-party sources, payable upon
     the funding of the equity capital.

Steven Zelin, Blackstone Group's senior managing director,
related that PALCO retained the firm under a PALCO Prepetition
Assignment to represent it in its restructuring and reorganization
efforts.  In connection with the PALCO Prepetition Assignment,
Blackstone was paid a $200,000 retainer and a $25,000 expense
advance.  Subsequently Blackstone received another $39,133 from
PALCO for actual out-of-pocket expenses.  Blackstone, thereafter,
executed an engagement letter to represent PALCO on Jan, 22, 2007.

                         Objections

The Creditors' Committee had objected to Scopac's request to hire
Blackstone arguing that:

    * there was no emergency to hire Blackstone;

    * Scopac and Pacific Lumber Company's requests to hire
      Blackstone couldn't be considered independent of one
      another; and

    * the Committee needed more time to evaluate the proposed fee
      structure.

The Noteholders' Committee also raised the same objection as that
of the Creditors' Committee but later said that their concern was
with certain unresolved issues with respect to Blackstone's
retention, which may require direction from the Court and further
monitoring by the parties-in-interest.

In response, Scopac said that the objections didn't have any
issues with Blackstone's qualifications to serve as financial
Advisor but rather focused on the firm's impartiality, along  with
the proposed compensation arrangement and Scopac's need for a
financial advisor

Scopac further said that as disclosed in the affidavit filed by
Steven Zelin, senior managing director of Blackstone, the firm
doesn't foresee any conflict in the performance of its duties with
respect to the Debtors' separate estates.  The representation of
both PALCO and Scopac by Blackstone is most efficient and cost
effective for the estates.

                   About Pacific Lumber

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
transaction 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).


PACIFIC LUMBER: Wants Deloitte & Touche as Auditor
--------------------------------------------------
Scotia Pacific Company LLC and The Pacific Lumber Company and
Britt Lumber Co. Inc. seek the authority of the United States
Bankruptcy Court for the Southern District of Texas to separately
employ Deloitte & Touche LLP as their independent accountant and
auditor, nunc pro tunc to Jan. 18, 2007.

Deloitte & Touche has provided audit services to the Debtors since
Sept. 27, 2006, and has completed a substantial portion of the
Debtors' 2006 audit work.

Because of Deloitte & Touche's experience and expertise, the
Debtors believe that the firm is well qualified to act as their
accountants and auditors.

As accountants and auditors for PALCO and Britt Lumber, Deloitte
& Touche will:

   (a) audit and report on PALCO and Britt Lumber's annual
       financial statements for the year ending Dec. 31, 2006, in
       conformity with their secured credit agreements; and

   (b) perform audit-related tax work incidental to the audit of
       the financial statements for year ended Dec. 31, 2006.

As Scopac's accountants and auditors, Deloitte & Touche will:

   (a) audit and report on Scopac's annual financial statement
       for the year ending Dec. 31, 2006; and

   (b) review Scopac's interim financial information for each of
       the quarters in the year ending Dec. 31, 2006, prepared for
       submission to the Securities and Exchange Commission.

Deloitte & Touche will also assist Scopac in connection with
Scopac and The Bank of New York Trust Company N.A.'s evaluation of
Scopac's compliance with the Indenture dated July 20, 1998, by and
between Scopac and BoNY for the year ending Dec. 31, 2006.

Deloitte & Touche will bill the Debtors for services rendered
based on its hourly rates:

          Professional                Hourly Rate
          ------------                -----------
          Partners/Director              $370
          Senior Manager                 $315
          Manager                        $295
          Senior Auditor                 $225
          Auditor                        $170

John Harrell, a partner of Deloitte & Touche, relates that
Deloitte & Touche has provided prepetition audit and accounting
services to the Debtors.  The firm has $207,985 from the Debtors
90 days prior to the Petition Date, and holds prepetition claims
against Scopac for $34,383, and PALCO and Britt for $29,467.

Provided that the Employment Application is approved, Deloitte &
Touche will not seek any recovery of its prepetition claims
against the Debtors, Mr. Harrell says.

Mr. Harrell assures the Court that the Deloitte & Touche does not
hold or represent any interest adverse to the Debtors and their
creditors, and is deemed a "disinterested person" as the term is
defined pursuant to Section 101(14) of the Bankruptcy Code.

                   About Pacific Lumber

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
transaction 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).


PACIFIC LUMBER: Wants to Employ Pierce Baymiller as HR Consultant
-----------------------------------------------------------------
The Pacific Lumber Company, Britt Lumber Co., Inc., and Scotia
Pacific Company LLC seek the Court's permission to employ Pierce
Baymiller as their consultant, effective as of Feb. 15, 2007.

Pursuant to a Consulting Agreement, the parties resolve that Mr.
Baymiller will perform various tasks related to human resources
and employment matters with respect to the Debtors' Chapter 11
cases.  The term of the Consulting Agreement is from
Feb. 15, 2007, to Dec. 31, 2008, subject to termination by either
party, without penalty.

The Debtors assert that it is necessary and prudent to obtain Mr.
Baymiller's expertise to assist them with the human resources and
employment issues in light of the stresses and uncertainties
imposed on them and their employees.

Given Mr. Baymiller's extensive experience dealing with human
resources and employment issues, the Debtors believe his retention
would be in their best interest.

Mr. Baymiller agrees to be available to the Debtors on a full-
time basis during the term of his engagement.  As the Debtors'
consultant, Mr. Baymiller will:

   (a) review the Debtors' existing human resources policies and
       procedures, and make recommendations concerning updates
       and modification to insure compliance with existing law
       and industry standards;

   (b) create and implement improved processes and programs
       relating to communications with current and former
       employees;

   (c) assist in evaluating potential modifications to the
       Debtors' workforces, implementing desired modifications
       and communicating with affected employees concerning those
       modifications;

   (d) assist in creating, evaluating, obtaining any necessary
       approval for and implementing any employee incentive
       programs designed to maximize worker performance and to
       ensure continuity of the workforce during the Chapter 11
       cases;

   (e) assist in creating, evaluating, and obtaining any
       necessary approval for and implementing any severance
       benefits for terminated employees;

   (f) assist in other tasks related to workforce issues arising
       as a consequence of the bankruptcy filing, including
       employee-related amendments to the Schedules of Assets and
       Liabilities and Statement of Financial Affairs and with
       the preparation of Monthly Operating Reports with respect
       to issues pertinent to the Debtors' employees;

   (g) assist in communications with the Official Committee of
       Unsecured Creditors concerning employee and workforce
       Issues; and

   (h) advise and assist the Debtors with a variety of other
       human resources and employment issues as required from
       time to time.

Under the Consulting Agreement, the Debtors agree to pay Mr.
Baymiller a flat $17,000 monthly fee for his services, plus
reimbursement of necessary expenses incurred.

Mr. Baymiller assures the Court that he does not hold nor
represent any interest adverse to the Debtors' estate and is a
"disinterested person," as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Pacific Lumber

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
transaction 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).


PARMALAT SPA: Temporary Restraining Order Extended to May 14
------------------------------------------------------------
Gordon I. MacRae and James Cleaver, the Joint Official
Liquidators of Parmalat Capital Finance Limited, Dairy Holdings
Limited, and Food Holdings Limited, on one hand, and Parmalat
Finanziaria S.p.A. and its affiliates and subsidiaries, under the
direction of Dr. Enrico Bondi, Extraordinary Administrator of the
Parmalat companies, on the other, agreed to further extend the
Temporary Restraining Order in the Finance Companies' Section 304
cases until May 14, 2007.

The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing to consider
the Liquidators' application for preliminary injunction on May 14
at 10:00 a.m.

Entry of the extension order will be without prejudice to any
creditor or party-in-interest to seek relief in terms.

Judge Drain rules that nothing in the extension order:

   -- will prejudice Parmalat's rights to object for preliminary
      injunctive relief, and each of the Petitioners and
      Parmalat reserve all rights and arguments with respect to
      those proceedings under Section 304 of the Bankruptcy Code
      and Petitioners' application for injunctive relief;

   -- will be construed as Parmalat's implicit or explicit
      agreement with any of the positions or actions taken by
      the JPLs in commencing the ancillary proceedings, or
      otherwise, in the United States or in the Cayman Islands;
      and

   -- restricts or impairs the JPLs' rights to take actions in
      the 304 proceedings pending further hearings on notice to
      parties-in-interest.

Moreover, Judge Drain orders pursuant to Rule 7065 of the Federal
Rules of Bankruptcy Procedure that the security provisions of
Rule 65(c) of the Federal Rules of Civil Procedure will be
waived.

Parmalat's time to answer the Petition commencing the ancillary
proceedings is extended until June 15, 2007, unless otherwise
ordered by the Bankruptcy Court.

Judge Drain orders that should the Petitioners in one or more of
the ancillary proceedings seek a preliminary injunction on the
Return Date, they will file and serve notice of motion of those
intentions by April 13.

                       About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PROGRESSIVE GAMING: Warns Bankruptcy if Made to Pay $43.7MM Bond
----------------------------------------------------------------
Progressive Gaming International Corp. disclosed in a regulatory
filing with the Securities and Exchange Commission that the
company may be forced into bankruptcy if its appeal regarding a
$43.7 million judgment fails.

The judgment dates back to Dec. 27, 2002, when Derek Webb and
related plaintiffs filed a case against the company in the U.S.
District Court for the Southern District of Mississippi, Jackson
Division, alleging state law interference with business relations
claims and federal antitrust violations.

The plaintiffs contended that the company illegally restrained
trade and attempted to monopolize the proprietary table game
market in the United States.

At trial, the plaintiffs sought monetary damages, penalties and
attorneys' fees in excess of several million dollars based on the
attempted monopolization claim only.  Trial on the case was held
in January and February 2007.

In a jury verdict, Mr. Webb was awarded the sum of $13 million for
his claims, which amount was trebled in accordance with applicable
law.

As a result, on Feb. 21, 2007, judgment was entered in favor of
the plaintiffs in the amount of $39 million, plus the costs of
suit, including a reasonable attorney's fee.

The plaintiffs claim that costs of suit and attorney's fees
together exceed $4.6 million.

The company said it filed post-trial claims for relief and, if
necessary, intends to initiate the appeals process.

Although it cannot guarantee the outcome of any of its litigation
matters, the company believes that it is probable that either the
motion for a new trial or motion for judgment as a matter of law
will be granted and as a result the jury verdict will be vacated
and overturned.  Otherwise, the company believes it is probable
that the jury verdict will be overturned on appeal.  As a result,
as of Dec. 31, 2006, no amounts have been accrued relating to the
case other than legal defense fees.

The company anticipates conclusion of the process on its post
trial motion after Dec. 31, 2007.

Accordingly, the company explains that other than normal legal
expenses, it does not expect the jury verdict to impact its
financial position, results of operations or cash flows during the
year ended Dec. 31, 2007.

However, if the post trial motions are unsuccessful, the company
says it may be required to post a bond for $43.7 million
representing the full amount of the verdict, including plaintiff's
attorneys' fees and costs.

"The requirement to post a bond of this magnitude could therefore
have a material adverse effect on the company's financial
position, results of operations and liquidity, up to and including
impacting its ability to continue as a going concern or forcing
the company to seek protection under the Federal Bankruptcy laws,"
Heather A. Rollo, the company's executive vice president, chief
financial officer and treasurer, says.

                  Weak Results Cue Lower Ratings

August last year, Standard & Poor's Ratings Services lowered its
ratings on Progressive including its corporate credit rating
to 'CCC' from 'CCC+'.  The outlook is negative.

The downgrade followed the announcement of the company's operating
results for the second quarter ended June 30, 2006.

S&P noted that the company's revenues were down 21% to $15 million
due to lower slots and table games revenues, offset somewhat by
higher systems-related revenues.  The EBITDA decline was more
significant primarily due to charges of approximately $4.5 million
related to severance, charges for inventory reserves and
settlement of legal matters.

Losses (before interest, taxes, depreciation, and amortization)
for the quarter were $6.6 million (excluding stock compensation
expense and other non-recurring charges) versus EBITDA of
$2.5 million in the same prior-year period.  

The rating agency said that the increase in losses marks the
second consecutive quarter where the company generated losses
before interest, taxes, depreciation and amortization.

"We do not expect significant revenue growth in the company's
slots and tables given its small position in the gaming equipment
sector and the high degree of competition.  PGIC, however, has
benefited from revenue growth in its systems business from demand
for its CasinoLink System and from higher software maintenance and
system software revenues," Standard & Poor's credit analyst Peggy
Hwan Hebard said.

In April 2006, Moody's Investors Service downgraded Progressive's
Corporate Family and senior secured bond ratings to Caa1 from B3
with a negative outlook, reflecting, among others, a decline in
earnings and negative cash flow from operations in the year-ended
Dec. 31, 2005, and limited liquidity given the termination of the
company's revolving credit facilities; and, to a lesser degree
concerns.

                     About Progressive Gaming

Headquartered in Las Vegas, Nevada, Progressive Gaming
International Corporation formerly Mikohn Gaming Corp. is a
supplier of integrated casino management systems software and
games for the gaming industry.


RALI SERIES: S&P Affirms Low-B Ratings on Four Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
24 classes of certificates issued by RALI Series 2005-QA12 Trust
and RALI Series 2005-QS14 Trust.

The affirmations are based on stable collateral performance as of
the March 2007 remittance period. Delinquencies and cumulative
realized losses for these transactions are minimal.  Total
delinquencies and serious delinquencies for series 2005-QA12 are
6.97% and 2.73%, respectively, while total and serious
delinquencies for series 2005-QS14 are 5.15% and 1.66%,
respectively.

Series 2005-QA12 has incurred $145,451 in realized losses to date,
while series 2005-QS14 has not incurred any losses.

Series 2005-QA12 is aged 14 months and series 2005-QS14 is aged 16
months. Credit enhancement for both transactions is provided by
subordination, which is sufficient at the current rating levels.

The underlying collateral consists of Alt-A, hybrid,
adjustable-rate mortgage loans.

                         Ratings Affirmed

                           RALI Trust

          Series       Class                       Rating
          ------       -----                       ------
          2005-QA12    CB-I, NB-II, CB-III         AAA
          2005-QA12    NB-IV, NB-V, R              AAA
          2005-QA12    M-1                         AA
          2005-QA12    M-2                         A
          2005-QA12    M-3                         BBB
          2005-QA12    B-1                         BB
          2005-QA12    B-2                         B
          2005-QS14    II-A-1, III-A-1, III-A-2    AAA
          2005-QS14    III-A-3, II-A-P, II-A-V     AAA
          2005-QS14    R-II, R-III                 AAA
          2005-QS14    II-M-1                      AA
          2005-QS14    II-M-2                      A
          2005-QS14    II-M-3                      BBB
          2005-QS14    II-B-1                      BB
          2005-QS14    II-B-2                      B


RCN CORP: Moody's Lowers Rating on 1st-Lien Loan to B1 from Ba2
---------------------------------------------------------------
Moody's confirmed RCN Corporation's B1 corporate family rating and
stable outlook, following the company's proposed $375 million
special dividend to shareholders and refinancing of the company's
existing first lien debt and likely re-financing of its second
lien debt with a new $520 million senior secured term loan and
approximately $80 million in cash.  The company will also have a
$75 million revolving credit facility, unused at inception.  

In addition, Moody's downgraded the company's first lien loan
rating to B1, LGD3, 33% from Ba2 and the probability of default
rating to B2 from B1 in line with Moody's Loss Given Default
Methodology and due to the significant increase in the first lien
debt relative to its overall capitalization and the transition to
an all bank capital structure, respectively.

As a result of the transaction, the company's leverage is expected
to increase to about 5x debt-to-EBITDA as of year end 2006 and
incorporating standard Moody's adjustments; however, Moody's
expects that the company will de-lever to about 4.5x by the end of
2007, as RCN's revenues and EBITDA are likely to continue to grow
given increasing opportunities with advanced services.  Should the
company maintain the second lien debt and choose not to
re-finance, RCN's first lien bank rating would likely go up.

RCN's B1 corporate family rating reflects the company's higher
leverage following the dividend, lower margins relative to both
incumbent cable operators and other overbuilders, and execution
risk as management continues to pursue new investment
opportunities in the residential and commercial space.

Moreover, RCN's dividend reflects management's willingness to
increase its debt burden despite meaningful capital expenditures
as well as intense competition, including from better capitalized
operators.  However, its high penetration of multiple services,
good growth trajectory, and valuable network support the ratings.

Confirmed:

   * B1 Corporate Family Rating
   * Stable outlook

Downgraded:

   * Probability of Default rating to B2, from B1

   * First Lien Credit Facility downgraded to B1, LGD3, 33% from
     Ba2

RCN Corporation is a facilities-based competitive providers of
bundled cable, high-speed internet and phone services delivered
over its own fiber-optic local network to residential customers in
the high-density northeast and Midwest markets.  RCN Business
Solutions is a growing business that also provides bulk video,
high-capacity data and voice services to business customers.  The
company reported approximately $600 million in revenues in 2006.


REAL ESTATE: DBRS Places Low-B Ratings on 6 Class Certificates
--------------------------------------------------------------
Dominion Bond Rating Service assigned provisional ratings to these
classes of Real Estate Asset Liquidity Trust, Series 2007-1
Commercial Mortgage Pass-Through Certificates:

   * Class A-1 at AAA
   * Class A-2 at AAA
   * Class XP at AAA
   * Class XC at AAA
   * Class B at AA
   * Class C at A
   * Class D at BBB
   * Class E at BBB (low)
   * Class F at BB (high)
   * Class G at BB
   * Class H at BB (low)
   * Class J at B (high)
   * Class K at B
   * Class L at B (low)

Finalization of ratings is contingent upon receipt of final
documents confirming information that has already been received.

The collateral consists of 76 fixed-rate loans secured by 100
multi-family and commercial properties. The portfolio has a
balance of $514,023,418.  Although approximately 47.5% of loan
collateral is located in Ontario, this is mitigated by Ontario
being the largest province, with a highly urbanized population
with a diversified economy. DBRS inspected 84.7% of the pool by
loan balance.  Based on DBRS's site inspections, 18.8% of the
sample properties were considered to have excellent property
quality and 34.9% of the sample to have above-average property
quality.

Fifty-five loans, representing 75% of the pool, provide full or
partial recourse to the loans.  The collateral properties are
predominantly located in urban locations.  DBRS shadow-rates
three loans, representing 19.3% of the pool, investment grade.  
The investment-grade shadow-rated loans indicate the long-term
stability of the underlying assets.  The shadow-rated investment-
grade ratings assigned by DBRS are:

   * Langley Power Centre - BBB
   * The Atrium Pooled Interest - A (low)
   * Port Kells Industrial - BBB (low)

Although one loan will not complete the majority of its tenant
improvement prior to the transaction close, which increases the
risk of default for this loan, the loan is secured by a well-
located property that upon completion and stabilization should
be a high-quality asset.

The pool is heavily concentrated, with the top-ten loans
representing 52.1% of the pool balance.  However, there are 30
properties that collateralize the top-ten loans, including one
loan that is secured by multiple properties, adding diversity to
the pool.  The three shadow-rated loans are all in the top-ten.

The pool weighted-average DBRS-stressed term debt service coverage
ratio is 1.38x, the weighted-average DBRS-stressed refinance DSCR
is 1.35x.  The DBRS-stressed loan-to-value is 79.1% with six
loans, 12.4% of the pool, having a DBRS-stressed LTV greater
than 90%.


RIM SEMICONDUCTOR: Jan. 31 Balance Sheet Upside-Down by $2.5 Mil.
-----------------------------------------------------------------
Rim Semiconductor Company's balance sheet at Jan. 31, 2007, showed
$7.4 million in total assets and $9.9 million in total
liabilities, resulting in a $2.5 million total stockholders'
deficit.

The company's balance sheet at Jan. 31, 2007, also showed strained
liquidity with $761,918 in total assets available to pay
$9.6 million in total liabilities.

Rim Semiconductor Company reported a net loss of $7.8 million on
zero revenues for the first quarter ended Jan. 31, 2007, compared
with a net loss of $1.3 million on revenues of $40,176 for the
same period ended Jan. 31, 2006.

The company had no revenues for the three months ended
Jan. 31, 2007.  Revenues for the three months ended Jan. 31, 2006,
were $40,176 and were entirely from the company's entertainment
business.  The company received no guarantee or license payments
related to the distribution of the film "Step Into Liquid" in the
first quarter ended Jan. 31, 2007.  

For the three months ended Jan. 31, 2007, net loss increased 501%
to $7.8 million, from $1.3 million for the three months ended
Jan. 31, 2006, primarily as the result of increases in salaries
and related taxes and fringe benefits, consulting costs, interest
expense, loss on the change in fair value of derivative
liabilities, amortization of deferred financing costs, and
amortization of technology licenses and capitalized software
development fees.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2007, are available for
free at http://researcharchives.com/t/s?1c58

                 About Rim Semiconductor Company

Headquartered in Portland, Oregon, Rim Semiconductor Company
(OTC BB: RSMI.OB) -- http://www.rimsemi.com/-- through its  
subsidiaries, develops transmission technology products to
transmit data across copper telephone wire in the United States.
The company also produces motion pictures, films, and videos.  The
company's entertainment segment is dependent on future revenues
from the company's film "Step Into Liquid".  The semiconductor
segment is dependent on the company's ability to successfully
commercialize its developed technology.


SALTON INC: Board Approves Executed Financing Commitment Letters
----------------------------------------------------------------
The board of directors of Salton, Inc. approved the executed
financing commitment letters delivered to Salton by APN Holding
Company, Inc. as required by the terms of the Agreement and Plan
of Merger dated Feb. 7, 2007 by and among Salton, SFP Merger Sub,
a wholly owned subsidiary of Salton, and APN Holding Company, Inc.  
The Merger Agreement provides for the merger of SFP Merger Sub
with and into APN Holding Company, Inc., which owns all of the
outstanding common shares of Applica Incorporated.

The commitment letters are from:

   (1) Silver Point Finance LLC;

   (2) Bank of America N.A. and Banc of America Securities LLC;
       and

   (3) Harbinger Capital Partners Master Fund I, Ltd. and
       Harbinger Capital Partners Special Fund, L.P.

The commitment letter from Silver Point Finance LLC provides for
borrowings of up to $175 million under several senior secured
credit facilities.  The commitment letter from Bank of America,
N.A. and Banc of America Securities LLC provides for borrowings of
up to $250 million under a senior secured credit facility.

Pursuant to the commitment letter from Master Fund and Special
Fund, they have agreed to purchase shares of a new class of
Salton's preferred stock and detachable warrants to purchase
21,000,000 shares of Salton's common stock for an aggregate
purchase price of $100 million by exchanging a principal amount of
Salton's 12-1/4% Senior Subordinated Notes due 2008 and Second
Lien Notes (in each case at the applicable redemption or
repurchase price required to be paid in connection with a change
of control) plus any accrued and unpaid interest thereon through
the closing date of the merger in an aggregate amount equal to the
$100 million.  The new preferred stock will be entitled to a 16%
cumulative dividend payable in kind, and will be redeemable 6
years following the closing of the merger.  The warrants will have
an exercise price of $2.45 per share and will expire 10 years
following the closing of the merger contemplated by the Merger
Agreement.

Consummation of the merger is subject to various conditions,
including the approval by the Company's stockholders, the funding
of the financing commitments delivered by APN Holding Company,
Inc. or alternative financing, and the absence of legal
impediments to the consummation of the merger.  The parties
previously made all filings required under the Hart-Scott-Rodino
Antitrust Improvements Act, and the waiting period thereunder
expired in January 2007.

           Cross-Licensing Agreement with Applica Inc.

Salton also has entered into a cross-licensing agreement with
Applica Incorporated pursuant to which each company has granted to
the other party the right to use certain brand names and other
intellectual property in certain markets in exchange for specified
royalties.

                          About Applica

Applica, Inc. (NYSE: APN) -- http://www.applicainc.com/-- is a   
marketer and distributor of a range of branded small household
appliances in five categories: kitchen products, home products,
pest control products, pet care products and personal care
products.

                         About Salton

Salton, Inc. -- http://www.saltoninc.com/-- designs, markets and   
distributes branded, high-quality small appliances, home decor and
personal care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care and
wellness products.

                          *     *     *

Moody's Investors Service assigned its Ca rating to Salton Inc.'s
12-1/4% Senior Subordinated Notes due April 15, 2008.


SIERRA PACIFIC: PUCN Allows Subsidiary to Raise Power Price
-----------------------------------------------------------
The Public Utilities Commission of Nevada unanimously approved two
settlement agreements that allow Nevada Power Company, a wholly
owned subsidiary of Sierra Pacific Resources, to collect over
three years, about $83 million in costs incurred to resolve claims
associated with terminated power contracts emanating from western
energy crisis.  The approved settlements also allow Nevada Power
to recover over 10 years, $180 million and certain carrying
charges related to a previous regulatory disallowance.

As a result of these two agreements, typical residential customers
can expect to see an increase of about 2% to their electric bill.  
Beginning June 1, 2007, the increase from these agreements will be
about $2.88 per month for an average residential customer using
1,250 kilowatts per month.  

Nevada Power Company, the PUCN staff, the Nevada Attorney
General's Bureau of Consumer Protection were among the parties to
the settlements.  

"All of the parties worked together to reach a reasonable
compromise that mitigates the impact of this recovery on our
customers," said Michael Yackira, president and chief operating
officer of Sierra Pacific Resources.  "These agreements bring
closure to many of the negative effects caused by the western
energy crisis of 2000-2001."

                        About Nevada Power

Nevada Power Company is a regulated public utility that
distributes, transmits, generates, purchases and sells electric
energy in the southern Nevada communities of Las Vegas, North Las
Vegas, Henderson, Searchlight, Laughlin and their adjoining areas.  
The company also provides electricity to Nellis Air Force Base,
the Department of Energy at Mercury and Jackass Flats at the
Nevada Test Site.  Nevada Power provides electricity to about
800,000 residential and business customers in a 4,500 square mile
service area.

                       About Sierra Pacific

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/-- is a   
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.

                           *     *     *

Sierra Pacific Resources carries Moody's Investors Service's Ba3
Corporate Family Rating.


SIRIUS SATELLITE: Keystone Autonics Files Patent Infringement Suit
------------------------------------------------------------------
Texas-based Keystone Autonics filed late last month a patent
infringement lawsuit against merger partners Sirius Satellite
Radio Inc. and XM Satellite Radio Holdings Inc. with the U.S.
District Court for the Eastern District of Texas, various news
agencies report.

Keystone seeks an injunction, damages and legal fees against XM
and Sirius.

The patent was awarded to George Hindman of Keystone Autonics on
Jan. 16, 2007.  It relates to an apparatus for input and output
management of data in a mobile environment where access from a
wireless signal is restricted based on a "persistent unique
hardware identification," Baltimore Business Journal notes.

According to The Street, Mr. Hindman also owned an earlier version
of the patent, which is applicable to radios and CD players.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc. have
entered into a definitive agreement, under which the companies
will be combined in a tax-free, all-stock merger of equals with a
combined enterprise value of approximately $13 billion, which
includes net debt of approximately $1.6 billion.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                  About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and
only home of 100% commercial free music channels in satellite
radio, offering 69 music channels available nationwide.  SIRIUS
also delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only US$12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls
Royce, Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also
offers SIRIUS in its rental cars at major locations around the
country.

                           *     *     *

At Sept. 30, 2006, SIRIUS Satellite Radio's balance sheet showed
$1.6 billion in total assets and $1.8 billion in total
liabilities, resulting in a $200.3 million stockholders' deficit.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Moody's Investors Service affirmed SIRIUS Satellite Radio, Inc.'s
Corporate family rating at Caa1, Probability-of-default rating at
B3, and 9-5/8% senior notes due 2013 at Caa1, LGD4, 65%.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications.


SOLUTIA INC: Delivers Modifications to 2007 Incentive Program
-------------------------------------------------------------
At a hearing held March 12, 2006, the U.S. Bankruptcy Court for
the Southern District of New York requested Solutia Inc. and its
debtor-affiliates to provide their major stakeholders and other
affected parties with notice of modifications to the Debtors' 2007
annual incentive program.

In addition, Solutia was directed to provide notice of:

    -- the preliminary determination on the size of the bonus
       pools, including any adjustments made from actual reported
       results and consistent with the terms of the 2007 AIP,
       within five days of the preliminary determination; and

    -- 10 days of the Executive Compensation and Development
       Committee of Solutia's Board of Directors' determination
       of the size of the bonus pools, including any adjustments
       made from actual reported results and consistent with the
       terms of the 2007 AIP.

Information regarding the allocation of the pools among Solutia
employees will not be provided.

                     Modifications to AIP

Accordingly, the Debtors delivered their modified 2007 annual
incentive program to the Court, a redlined copy of which
is available for free at http://researcharchives.com/t/s?1c62  

The Debtors relate that certain executives and other key
employees have a component of their AIP comprised of an emergence
metric related to Solutia's emergence from bankruptcy.  The
emergence metric will be extended to Jeffry N. Quinn; Kent J.
Davies; Luc De Temmerman; James R. Voss; Jonathan P. Wright;
Robert T. DeBolt; Rosemary L. Klein; James M. Sullivan; Timothy
J. Spihlman; and D. John Srivisal.

The incentive to be awarded to the Emergence Metric Employees
will be calculated by multiplying the eligible employee's actual
bonus target, which will not be less than the employee's target
bonus multiplied by the relevant funding by a factor based on the
emergence date.

The Emergence Metric:
                                                            No
                  Q2 2007      Q3 2007      Q4 2007     Emergence
                  -------      -------      -------     ---------
Quinn               1.5x         1.3x         1.1x         0.8x

Sullivan, Klein,    1.5x         1.3x         1.1x         0.9x
DeBolt, Srivisal,
and Spihlman

Wright, Davies,     1.3x         1.2x         1.1x         1.0x
De Temmerman,
and Voss

The bonus pool will be distributed as soon as practicable after
the six-month anniversary of the emergence date.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

In February 2007, the Honorable Prudence Carter Beatty entered a
bridge order extending the Debtors' exclusive period to file a
plan until April 30, 2007.


SOLUTIA INC: Discloses Changes to Severance Deals with 7 Officers
-----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates filed with the United
States Bankruptcy Court for the Southern District of New York an
amended employment agreement that reflects the agreed
modifications to the severance and other provisions.

Last month, the Debtors sought Court permission to amend the
severance provisions in employment contracts for chairman,
president and chief executive officer, Jeffry N. Quinn,
and six other senior executives.

The Executive Compensation and Development Committee of Solutia's
Board of Directors has concluded that it needed to amend the
severance provisions for Mr. Quinn and six other members of his
new management team because the current severance provisions are
not consistent with the current market practices and do not
provide sufficient incentives given the various paths to
emergence that Solutia is pursuing.

At the ECDC's request, Mercer Human Resource Consulting
recommended that Solutia amend the severance provisions for the
Senior Executives on these terms:

   (a) If terminated and no change in control has occurred, the
       executive will receive two times base salary and bonus,
       based on an average of the most recent three years, plus
       the existing emergence bonus; and

   (b) If terminated or resigns and a change of control has
       occurred, the executive will receive three times base
       salary and bonus, the existing emergence bonus, an
       accelerated vesting of equity, and a potential tax gross-
       up.

                       Agreed Modifications

Pursuant to the amended agreement, if Solutia Inc. terminates
Mr. Quinn's employment other than for cause or if Mr. Quinn
will terminate employment for good reason upon a change in
control or at any time within 24 hours after the change in
control, he will be entitled to, an immediate vesting of all
outstanding equity awards granted pursuant to Solutia's equity
compensation plan as may be in effect from time to time, and a
severance payment of an amount equal to 250% of the sum of:

    -- his annual base salary immediately prior to the date of
       termination; and

    -- the average annualized payment he received for the three
       most recent years under Solutia's annual incentive
       program.

The effectiveness of a plan of reorganization pursuant to which a
majority of the common stock of the reorganized company is
distributed:

   (i) to persons who are (x) holders of claims against Solutia;
       (y) holders of equity interests in the Company; and (z)
       designated in the Company's plan of reorganization
       proposal dated Dec. 8, 2006, to receive common stock of
       the reorganized company; or

  (ii) to or for the benefit of company management,

will not constitute a Change in Control.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

In February 2007, the Honorable Prudence Carter Beatty entered a
bridge order extending the Debtors' exclusive period to file a
plan until April 30, 2007.


SOLUTIA INC: Agrees to Defer Calpine's Lease Decision to July 27
----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates entered into a fourth
stipulation with Decatur Energy Center LLC, Calpine Corp., and its
affiliates, to further extend the time within which Decatur must
assume, assume and assign, or reject certain leases to and
including July 27, 2007, in their Chapter 11 cases pending before
the U.S. District Court for the Southern District of New York.

Decatur and Solutia Inc. are parties to contracts relating to
Decatur's cogeneration power project at Solutia's plant in
Decatur, Alabama:

   (i) a Third amended and restated lease, shared services and
       water supply agreement, dated as of June 1, 2004; and
       certain contracts relating to switching station equipment.  
       The contracts relate to Decatur's cogeneration power
       project at Solutia's plant in Decatur, Alabama; and

  (ii) Ground lease addendum; Shared services addendum; and Water
       supply addendum, all dated as of June 1, 2004.

Decatur and Solutia are also parties to other agreements that
constitute leases of non-residential real property.

As Decatur would remain free to move to assume or reject any or
all of the Leases at any time before the earlier of a plan
confirmation and July 27, the Debtors may withdraw from the
Fourth Stipulation on 45 days written notice to Decatur and their
counsel.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

In February 2007, the Honorable Prudence Carter Beatty entered a
bridge order extending the Debtors' exclusive period to file a
plan until April 30, 2007.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2007-NS1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first and second lien, subprime residential mortgage loans
originated by Nationstar Mortgage, LLC.

The ratings are based primarily on the credit quality of loans and
on the protection against credit losses from subordination,
overcollateralization, excess spread, interest rate swap and cap
agreement.  The ratings are also based, in part, on mortgage
insurance provided by Mortgage Guaranty Insurance Corporation.
After taking into account the benefit of mortgage insurance,
Moody's expects collateral losses to range from 5.50% to 6.00%.

Nationstar Mortgage, LLC will service the loans.

These are the rating actions:

   * Soundview Home Loan Trust 2007-NS1,

                    Class A-1, Assigned Aaa
                    Class A-2, Assigned Aaa
                    Class A-3, Assigned Aaa
                    Class A-4, Assigned Aaa
                    Class M-1, Assigned Aa1
                    Class M-2, Assigned Aa2
                    Class M-3, Assigned Aa3
                    Class M-4, Assigned A1
                    Class M-5, Assigned A2
                    Class M-6, Assigned A3
                    Class M-7, Assigned Baa1
                    Class M-8, Assigned Baa2
                    Class M-9, Assigned Baa3
                    Class M-10,Assigned Ba1


ST. LOUIS IDA: S&P Junks Rating on $2.1 Million Revenue Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Louis
Industrial Development Authority (Centenary Towers Apartments
Project), Missouri's $2.1 million housing revenue bonds series
1997 to 'C' from 'B' and placed the rating on CreditWatch with
negative implications.  

The downgrade reflects the borrower's failure to make two required
mortgage payments to the trustee due on Feb. 10, 2007, and March
10, 2007; the decision of the trustee not to use the bond service
reserve fund available to make principal and interest payments on
the bonds, scheduled for April 1, 2007; the St. Louis Department
of Public Safety finding that the project is a public safety
nuisance and that it should be closed for one year; and HUD's
decision to terminate the Housing Assistance Program payments,
which are the primary source of revenue for the project, effective
immediately.

The trustee has also given notice that principal and interest
payments on the bonds, scheduled for April 1, 2007, will not be
made.


STEEL DYNAMICS: Intends to Sell $400 Million of Debt Securities
---------------------------------------------------------------
Steel Dynamics, Inc. plans to sell approximately $400 million in
aggregate principal amount of debt securities in a transaction
exempt from the registration requirements of the Securities Act of
1933, subject to market and other conditions.

Steel Dynamics intends to use the net proceeds from the sale of
these debt securities to redeem its existing $300 million 9-1/2%
Senior Notes due 2009, to repay amounts outstanding under its
senior secured revolving credit facility, to finance certain
capital expenditures and for general corporate purposes.

Steel Dynamics Inc. -- http://www.steeldynamics.com/-- produces a  
broad array of high-quality flat-rolled, structural and bar steels
at its three Indiana steel mini-mills and steel-processing
operations.


STEEL DYNAMICS: Moody's Rates $400 Million Debt at Ba2
------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc.'s $400 million debt issuance.  Proceeds will be used to
refinance the $300 million of 9.5% notes maturing March 2009 and
for general corporate purposes.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, the Ba2 rating on its existing senior unsecured bonds and
debentures, and the Ba2 rating on its convertible subordinated
notes.  The rating outlook is positive.

SDI's Ba1 corporate family rating recognizes the company's low
cost mini-mill operating structure, which contributes to its
strong earnings power, its growing production capabilities, and
its improving product mix, which is shifting more toward higher
value-added steel and specialty alloys.

In addition, the robust steel price environment in recent years
has enabled the company to significantly uptier its performance
and fundamentally improve its financial profile.  Overall, SDI's
steelmaking process requires only 0.3 man-hours to produce a hot
band ton in the flat roll division.  Moody's believes that SDI is
among the most profitable steel producers in the United States on
a per ton basis.  

Given this fundamental improvement in performance over recent
years and SDI's business strategy, which includes both organic
growth and growth by acquisition, the company has an acceptable
cushion at the Ba1 rating level for a more normalized "through the
cycle" earnings scenario.

Additionally, SDI benefits from flexible labor arrangements, the
absence of a defined benefit pension program, and manageable
environmental liabilities.  Factors limiting the rating include
its modest size relative to investment grade steel producers, the
secured nature of its credit facility and the company's
acquisition-driven growth strategy.

Moody's positive outlook reflects the expectation that SDI will
continue to evidence discipline in the management of cash flow
generation and its investment/growth plans, and that its margins,
low leverage and free cash flow generation will be sustainable
over the next 12 to 15 months.  

Moody's expects that 2007 performance will not be materially
different from 2006, that capital expenditures will be in the $400
million range and that the company's liquidity position will
continue to be very good.

Assignments:

   * Steel Dynamics, Inc.

      -- Senior Unsecured Regular Bond/Debenture, Assigned a range
         of 68 - LGD4 to Ba2

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of approximately 4.8 million tons and
generated revenues of $3.2 billion in 2006.


STEEL DYNAMICS: S&P Rates $400 Mil. Senior Unsecured Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed $400 million senior unsecured
notes of Steel Dynamics Inc. (BB+/Stable/--) to be offered under
Rule 144A with registration rights.

The notes will be guaranteed by certain Steel Dynamic subsidiaries
and will rank equally with the company's and its guarantor
subsidiaries' unsecured liabilities.  

The rating is based on the rating agency's expectation that the
amount of priority obligations, including non-guarantor subsidiary
liabilities and borrowings under the company's secured revolving
credit facility, will be less than 15% of total consolidated
tangible assets.

Proceeds from the note offering will be used primarily to repay
Steel Dynamics' $300 million 9.5 % senior unsecured notes due 2009
and outstanding balances on its revolving credit facility.

Steel Dynamics had approximately $440 million of debt outstanding
at Dec. 31, 2006.

The ratings on Steel Dynamics reflect its exposure to highly
competitive and cyclical markets, significant capital expenditure
plans, shareholder-friendly initiatives, and modest size relative
to its competitors.  The ratings also reflect its very low cost
position, strong credit protection measures, conservative balance
sheet, and good industry conditions.

Ratings List:

   * Steel Dynamics Inc.

      -- Corporate Credit Rating at BB+/Stable/
      -- Senior unsecured rating, BB+
      -- Subordinate rating, BB-

Rating Assigned:

      -- $400 million Senior unsecured notes, BB+


SYMPHONY CLO: S&P Rates $11.5 Million Class E Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Symphony CLO III Ltd./Symphony CLO III Corp.'s
$379 million notes.

The preliminary ratings are based on information as of
March 28, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided through the subordination
        of cash flows to the respective classes;

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

     -- The experience of the collateral manager; and

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

                      Symphony CLO III Ltd.
                      Symphony CLO III Corp.

      Class                 Rating              Amount
      -----                 ------             -------
      A-1a*                 AAA           $204,300,000
      A-1b*                 AAA            $22,700,000
      A-2a*                 AAA            $75,000,000
      A-2b*                 AAA             $1,000,000
      B**                   AA             $24,000,000
      C**                   A              $22,500,000
      D**                   BBB            $18,000,000
      E                     BB             $11,500,000
      Subordinated notes    NR             $31,300,000
   
    * Class A-1a, A-1b, A-2a, and A-2b are senior notes.
   ** Class B, C, and D are deferrable mezzanine notes.
                   NR -- Not rated.


TARO PHARMACEUTICAL: Kost Forer Raises Going Concern Doubt
----------------------------------------------------------
Kost Forer Gabbay & Kasierer, in Tel-Aviv, Israel, raised
substantial doubt about Taro Pharmaceutical Industries Ltd.'s
ability to continue as a going concern after auditing the
company's financial statements as of Dec. 31, 2005, and 2004.  The
auditing firm pointed to the company's substantial reduction in
revenue and cash flows that adversely affected the company's
current results of operations and liquidity.  Kost Forer added
that the company has not compiled with certain covenants of its
debt agreements.

The company's results for the year ended Dec. 31, 2005, showed net
sales of $297.7 million and a net income of $5.7 million, as
compared with net sales of $261.1 million and a net loss of $31.5
million for the year ended Dec. 31, 2004.  The company incurred
high selling, marketing, general and administrative expenses in
2004, which contributed to its operating loss of $24.1 million, as
compared with an operating income of $15.2 million for the year
2005.

As of Dec. 31, 2005, the company's balance sheet showed
$579 million in total assets and $342.1 million in total
liabilities, resulting to $236.9 million in total shareholders'
equity.

                      Cash Flow and Liquidity

The company's cash flows have been negatively impacted by
competitive pricing pressures, capital expenditures, research and
development costs, operating losses, and reductions in wholesaler
inventories.  As of Dec. 31, 2005, Net cash provided by operating
activities was $17.1 million, net cash used in investing
activities was $36 million, and net cash provided by financing
activities was $6.5 million.  The company held $72.8 million in
cash and cash equivalents as of Dec. 31, 2005, as compared with
$85.3 million as of Dec. 31, 2004.

Since October 2006, the company initiated steps to improve
profitability and cash flow and implemented several sales,
expense-reduction and research and development, initiatives
designed to improve financial results.  Expense-reduction
initiatives include reduction of full time employees by 15 percent
in the 12-month period ended Dec. 31, 2006, and increased control
over expenditures throughout the company.  In 2007, the company
entered into an agreement to sell a parking lot adjacent to its
Irish facility for approximately $4.2 million.  The net proceeds
in the approximate amount of $3.4 million will be used to reduce
debt and for general corporate purposes.

In 2007, the company entered into an agreement to sell a warehouse
building in Canada for about $5.6 million.  The net proceeds in
the approximate amount of $5 million will be used to reduce debt
and for general corporate purposes.  In addition, we are in the
process of identifying and selling additional non-core assets to
further improve liquidity.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c60

                   Non-compliance with Covenants

Although the company is current with respect to its payment
obligations under its various loan agreements, the delay in
issuing the audited financial statements for the year ended Dec.
31, 2005, has resulted in the company's non-compliance with
certain reporting obligations with respect to certain of its debt
instruments.  The company is currently in discussions with
creditors with respect to this issue.  As of Dec. 31, 2005, the
company also was not in compliance with two of its financial
covenants, for which it obtained waivers.  

The company has not yet finalized our 2006 financial statements.  
It is not in compliance with certain of its financial covenants as
of Dec. 31, 2006.  The company is in discussions with its lenders
to obtain the appropriate waivers of these and other covenants.  
As a result of the foregoing, various creditors have the right to
elect to accelerate the company's debt and certain creditors may
elect to proceed against the collateral granted to them to secure
the debt.

                   Nasdaq Stock Market Delisting

On Dec. 12, 2006, Listing Qualifications Department of Nasdaq
notifed the company that its ordinary shares were to be delisted
from The Nasdaq Global Select Market at the close of the business
on Dec. 13, 2006, because the company failed to file its Form 20-F
by Dec. 11, 2006.  Following delisting, the company's ordinary
shares are now quoted on the Pink Sheets under the symbol TAROF.  

The company requested that the Nasdaq Listing and Hearing Review
Council exercise its authority to review the Nasdaq Listing
Qualifications Panel decision made on Nov. 15, 2006, and also to
stay the delisting of the company's ordinary shares.  The Council
had until Dec. 29, 2006, to exercise its authority but did not
stay the delisting.

                    2005 Form 10-K Filing Delay

On July 3, 2006, the company notified the Securities and Exchange
Commission of its delay to file annual report for the year ended
Dec. 31, 2005, due to due to the previously announced restatement
of its financial statements for prior periods and related delays
in the completion of the audit of its 2005 financial statements.  
On June 22, 2006, the company said it intends to restate its
financial statements for the 2003 and 2004 fiscal years to reflect
larger accounts receivable reserves than previously reported.  The
company disclosed on April 20, 2006, that during its 2005 audit
process its independent auditors were conducting additional work
related to how the company estimated its accounts receivable
reserves.

                     About Taro Pharmaceutical

Taro Pharmaceutical Industries Ltd. -- http://www.taro.com/--
develops, manufactures and markets prescription and over-the-
counter pharmaceutical products, primarily in the U.S., Canada and
Israel.  It also develops and manufactures active pharmaceutical
ingredients primarily for use in the company's finished dosage
form products.


TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Hearing Set Today
----------------------------------------------------------------
Pending a final ruling on the request, the Honorable Allen L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York extends Tower Automotive Inc. and its debtor-affiliates'
exclusive periods through and including March 30, 2007.

Judge Gropper adjourns the hearing on the request to March 30.

As reported in the Troubled Company Reporter on Feb. 13, 2007, the
Debtors asked Judge Gropper to further extend, without
prejudice, their exclusive periods to:

   (a) file a plan of reorganization to May 3, 2007; and
   (b) solicit acceptances of that plan to June 29, 2007.

While the Debtors believed that they have made significant
progress in preparing and distributing a draft Chapter 11 Plan to
the Official Committee of Unsecured Creditors, negotiations are
ongoing, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, told Judge Gropper.  The Debtors stressed that their
ability to formulate a Chapter 11 Plan is predicated upon
obtaining a substantial equity investment, possibly implemented
through a rights offering.

As evidence of the their good faith efforts to negotiate the
terms of an equity investment, late in December 2006, the Debtors
obtained the Court's permission to indemnify and pay fees to
certain investment funds managed by Strategic Value Partners LLC,
Wayzata Investment Partners LLC and Stark Investments pursuant to
a Backstop Commitment Letter and Restructuring Term Sheet, Mr.
Sathy noted.  While the Debtors later withdrew the Term Sheet
Motion after receiving a notice of termination from the Initial
Committed Purchasers, the Debtors continued to evaluate other
alternatives.

Moreover, if the Debtors are unable to locate a suitable
investor, the Debtors may consider alternative exit structures
that would be implemented through a Plan, Mr. Sathy said.  The
Debtors have continued to update the Creditors Committee's
advisors regarding these discussions.

Mr. Sathy maintained that the Debtors' Exclusive Periods should be
extended because:

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

   (b) The Debtors have made considerable progress in their
       Chapter 11 cases, are paying their obligations as they
       come due and are effectively managing their business and
       preserving the value of their assets; and

   (c) The Debtors have been actively working with the Creditors
       Committee and other key parties-in-interest to facilitate
       the Debtors' emergence from bankruptcy as soon as
       possible.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Files Cerberus Term Sheet; Hearing Set Today
--------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates seek authority
from the Honorable Allen L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York to sell substantially all of
their assets for roughly $1,000,000,000 to Cerberus Capital
Management, L.P., pursuant to a restructuring term sheet dated
March 28, 2007.

The Official Committee of Unsecured Creditors is a signatory to
the Restructuring Term Sheet.

Proceeds of the transaction will be used to fund the Debtors'
Chapter 11 plan.

Among others, Cerberus will acquire all of the Debtors'
properties, receivables and causes of action under Chapter 5 of
the Bankruptcy Code involving key vendors or other parties that
have "other material relationships" with the Debtors and all
bankruptcy-related administrative claims.  Cerberus and the
Creditors Committee will work in good faith to determine which
Chapter 5 actions constitute acquired assets.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, relates
that based on the Debtors' current estimates, and subject to
certain caps set forth in the Term Sheet, the expected value
of the Transaction is sufficient to pay the Debtors' prepetition
and postpetition secured creditors, including the second lien
lenders, and the industrial revenue bonds secured by the Debtors'
Bardstown, Kentucky facility in full, as well as provide
sufficient funds to confirm a Plan.

Moreover, Cerberus will assume the Debtors' pension plans, which
have minimum funding commitments of approximately $40,000,000.  
The Term Sheet also provides a package of recovery for unsecured
creditors including $10,000,000 in cash, certain avoidance
actions not being purchased by Cerberus, and a commitment by
Cerberus to fund the costs and expenses of an unsecured creditor
liquidating trust in an amount not to exceed $2,000,000.

Mr. Sathy notes that the Term Sheet represents:

   * A significant increase in value compared to the equity
     proposal that was terminated in January 2007, and paves the
     way for the Debtors to confirm a Plan before the expiration
     of the DIP Credit Facility on August 2, 2007; and

   * The culmination of a robust marketing and negotiating
     process during which the Debtors contacted approximately 20
     potential investors and actively negotiated proposals with
     four different investor parties.

At the end, the Debtors considered three very attractive
proposals, including a proposal to fund a Plan that would have
allowed the company to emerge as a stand-alone enterprise, Mr.
Sathy says.

While the Debtors believe that the Term Sheet represents the best
alternative currently available to them, the Debtors and the
Creditors Committee have formulated and negotiated with Cerberus
a protocol, pursuant to which the Debtors, in consultation with
the Creditors Committee, will solicit competing proposals and, if
one or more qualified proposal is received, conduct an auction.

According to Mr. Sathy, given that the Term Sheet provides no
break-up fee or expense reimbursement for Cerberus in the event
the Debtors select a competing transaction involving all or
substantially all of their assets and operations, the Debtors'
estates and creditors will receive the full value of any higher
and better offers they are able to receive through the marketing
and auction process.

The Debtors also ask the Court to approve the Marketing Protocol
and related notices, pursuant to which the Debtors and the
Creditors Committee will solicit higher and better restructuring
proposals.

Under the Marketing Protocol, competing bids must be submitted by
June 15, 2007.  If the bid is for substantially all of the
Debtors' assets, the aggregate consideration must equal or exceed
the sum of:

   1. the purchase price offered by Cerberus;
   2. the value of the liabilities to be assumed by Cerberus; and
   3. $10,000,000.

Each bid must be accompanied by a $25,000,000 deposit.

The Debtors will hold an auction on June 21, 2007, if a qualified
bid is received.

If the Debtors do not proceed with the Cerberus Transaction or
with a competing transaction -- and provided that Cerberus has
executed and is not in breach of the Purchase Agreement --
Cerberus will be entitled to the reimbursement of eligible
expenses, not to exceed $4,000,000.  Cerberus may also seek
payment of up to $15,000,000 as substantial contribution to the
Debtors' restructuring.  The Debtors and the Creditors Committee
will not oppose the request.

If the Debtors pursue a transaction involving the sale of part of
their assets or operations, and propose to reorganize around
other assets, Cerberus would be eligible for a $10,000,000 break-
up fee and the reimbursement of eligible expenses, not to exceed
$4,000,000 payable upon consummation of the competing
transaction.

The Transaction remains subject to definitive documentation,
which will include the Plan and a purchase agreement, and various
ancillary or related documents that may be required to effectuate
the Transaction.

The Term Sheet and the Marketing Protocol require Cerberus and
the Debtors to file the Plan and the Purchase Agreement with the
Court on or before April 20, 2007.  The Debtors believe that
negotiating and documenting a plan implementing the Transaction
set forth in the Term Sheet gives them their best chance of
meeting the May 2, 2007 Deadline under the DIP Credit Facility
for filing a Plan.

The Transaction may be terminated in the event:

   -- an order approving the Term Sheet is not entered by
      April 6, 2007;

   -- a Plan is not filed by April 20;

   -- a disclosure statement explaining the Plan is not approved
      by May 21;

   -- an auction is not held by June 21;

   -- Cerberus will not be designated as successful bidder by
      June 22;

   -- an order confirming the Plan is not entered and does not
      become final by July 2;

   -- the acquisition is not closed by July 31;

   -- the Debtors' cases are converted to one under Chapter 7 of
      the Bankruptcy Code; or

   -- a Chapter 11 trustee or an examiner, with expanded powers,
      is appointed.

The Debtors must also deliver to Cerberus their 2006 audited
financial statements at least 30 days before the Closing Date.

A full-text copy of the Term Sheet is available for free at
http://ResearchArchives.com/t/s?1c6b

A full-text copy of the Marketing Protocol is available for free
at http://ResearchArchives.com/t/s?1c6c

The Court will hold a hearing on the Debtors' request on
March 30, 2007.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants OEM Customer Contracts Filed Under Seal
---------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates seek permission
from the Honorable Allen L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York to file under seal future
requests for approval of long-term production agreements with
certain key Original Equipment Manufacturer customers.

As part of the Debtors' ongoing business strategy to induce
lasting sales, the Debtors are currently negotiating several
commercial agreements with their key OEM customers.  Each of the
agreements contains sensitive pricing structures and confidential
commercial terms from the viewpoint of both the Debtors and the
Key Customers.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, relates
that at the conclusion of the negotiations, the Debtors anticipate
presenting to the Court for approval four or five separate
requests seeking approval of long-term production agreements and
related releases.

The Debtors propose that for each Confidential Motion, a hearing
be set no less than 20 days from the filing of each Confidential
Motion, with the corresponding objection deadline no later than
five days in advance of the hearing.

The Debtors will serve a copy of each Confidential Motion on:

   (a) counsel to the Official Committee of Unsecured Creditors;

   (b) counsel to the administrative agent for the Debtors'
       senior secured postpetition lenders; and

   (c) the Office of the United States Trustee.

The Debtors also ask the Court:

   (a) to permit them, with the affirmative consent of the
       affected Key Customer, to share the Confidential Motions
       with their potential investors, subject to the existing
       confidentiality agreements among the Debtors and the
       investor constituencies; and

   (b) that the case docket for any proceedings related to the
       Confidential Motions, including any papers that may be
       filed by the Notice Parties, be likewise sealed and not
       available for public access.

Mr. Sathy relates that Section 107 of the Bankruptcy Code
provides bankruptcy courts with the power to issue orders that
will protect entities from potential harm that may result from
the disclosure of certain confidential information.

The pricing structure and commercial terms contained in the long-
term production agreements constitute "commercial information"
that ought to be filed under seal pursuant to Section 107(b) and
Rule 9018 of the Federal Rules of Bankruptcy Procedure, Mr. Sathy
asserts.  If the information were disclosed to the public, the
Debtors' competitors could use the pricing schedules and
commercial terms to evaluate and set their own positions in the
marketplace.  The Debtors, however, would not have similar
information for their competitors, putting them at a competitive
disadvantage.  Moreover, the Key Customers would be harmed by the
public release of their competitive and heavily negotiated
agreements with the Debtors.

The Creditors Committee does not object to the request, Mr. Sathy
tells Judge Gropper.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and      
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.  (Tower Automotive
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRW AUTOMOTIVE: Closes $500 Million Offering of 7% Senior Notes
---------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., closed its offering of $500 million in aggregate
principal amount of its 7% Senior Notes due 2014, EUR275 million
in aggregate principal amount of its 6-3/8% Senior Notes due 2014,
and $600 million in aggregate principal amount of its 7-1/4%
Senior Notes due 2017.  The company initiated the Notes offering
on March 12, 2007.
        
The Notes were issued pursuant to a private placement and are
expected to be resold by the initial purchasers under Rule 144A
and Regulation S under the Securities Act of 1933.  The Notes have
not been registered under the Securities Act and may not be
offered or sold in the United States absent registration under the
Securities Act or an applicable exemption from the registration
requirements of the Securities Act.
   
Upon closing, the net proceeds from the Notes offering were
used to purchase any and all notes tendered on or prior to
March 23, 2007, in conjunction with the company's cash tender
offers and consent solicitations for its outstanding $825 million
9-3/8% Senior Notes due 2013, EUR130 million 10-1/8% Senior Notes
due 2013, $195 million 11% Senior Subordinated notes due 2013 and
EUR81 million 11-3/4% Senior Subordinated Notes due 2013.

In connection with the cash tender offers and consent
solicitations for its outstanding $825 million 9-3/8% Senior Notes
due 2013, EUR130 million 10-1/8% Senior Notes due 2013,
$195 million 11% Senior Subordinated Notes due 2013 and
EUR81 million 11-3/4% Senior Subordinated Notes due 2013, it has
received the requisite consents to amend the indentures
governing each series of Notes.
        
As of March 23, 2007, tenders and consents had been received with
respect to $820.7 million aggregate principal amount, of the 9-
3/8% Senior Notes, EUR120.5 million aggregate principal amount, of
the 10-1/8% Senior Notes, $189.2 million aggregate principal
amount, of the 11% Senior Subordinated Notes, and EUR 78.9 million
aggregate principal amount, of the 11-3/4% Senior Subordinated
Notes.

TRW Automotive Inc. has executed supplemental indentures with The
Bank of New York, as trustee, effectuating proposed amendments to
the indentures governing each series of Notes, all as described in
the Offer to Purchase and Consent Solicitation Statement dated
March 12, 2007.  The settlement for the early tender of such notes
is expected to occur on March 26, 2007.  The supplemental
indentures will become operative before such early settlement of
the tender offers.
    
The tender offers will expire on April 6, 2007, unless extended or
earlier terminated.  Settlement for all Notes tendered after the
Consent Date, but on or prior to the Expiration Date, is expected
to be following the Expiration Date.
    
Lehman Brothers Inc., Lehman Brothers International, Banc of
America Securities LLC, Banc of America Securities Limited,
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch,
Goldman, Sachs & Co. and Merrill Lynch & Co. are each acting as a
Dealer Manager and Solicitation Agent for the tender offers and
the consent solicitations.

The Depositary is The Bank of New York and the Information Agent
is Global Bondholder Services Corporation.

Requests for documentation should be directed to:

   a) Global Bondholder Services Corporation
      Tel: (866) 924-2200;

   b) The Bank of New York
      Attention: William Buckley
      No. 7 East, 101 Barclay Street
      New York, NY 10286
      Tel: (212) 815-5788
      Fax: (212) 298-1915; or

   c) The Bank of New York (Luxembourg)
      No. 1A, Hoehenhof, L-1736 Senningerberg
      S.A., Aerogolf Center, Luxembourg
      Tel: +(352) 34 20 90 5637

Questions regarding the tender offers and the consent
solicitations should be directed to:

   Lehman Brothers
   Tel: (800) 438-3242(toll-free), or
        (212) 528-7581 (collect)

                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,000 people in 25 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                           *     *     *

Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer
Default rating and 'BB-' on its Unsecured Debt rating.  The
outlook is Stable.


U.S. STEEL: Board Approves $2.1 Billion Lone Star Acquisition
-------------------------------------------------------------
United States Steel Corporation and Lone Star Technologies, Inc.
disclosed Thursday that they have entered into a definitive
agreement under which U.S. Steel will acquire Lone Star for $67.50
per share in cash.

The agreement was unanimously approved by the boards of directors
of both U.S. Steel and Lone Star.

U.S. Steel expects that the acquisition of Lone Star will
strengthen its position as a premier producer of tubular products
for the energy sector and will create North America's largest
tubular producer.  The transaction will broaden U.S. Steel's
energy product offerings by joining U.S. Steel's predominantly
seamless tubular business with Lone Star's complementary welded
tubular business, coupling manufacturing and tubular processing
services.  Following the transaction, U.S. Steel will have annual
North American tubular manufacturing capability of approximately
2.8 million tons.

U.S. Steel expects that the transaction will be accretive to its
2007 earnings per share before considering expected synergies and
excluding the accounting effects of the sale of acquired inventory
and other customary purchase accounting adjustments.  U.S. Steel
projects that the combination with Lone Star's operations will
generate annual pre-tax operating synergies in excess of
$100 million by the end of 2008.

Commenting on the acquisition, U.S. Steel Chairman and CEO, John
P. Surma, said, "This transaction represents a compelling
strategic opportunity for U.S. Steel to strengthen our position as
a supplier to the robust oil and natural gas sector by
significantly expanding our tubular product offerings, our
production capacity and our geographic footprint.

"With a comprehensive portfolio of high-end products, enhanced
production capabilities, excellent positions in both welded and
seamless pipe, and a strong commitment to quality, service and
innovation, U.S. Steel will be better positioned to serve the
international oil and natural gas industry as the provider of
choice for tubular products. Also, because Lone Star is a
significant purchaser of hot bands and slabs, this acquisition
should allow us to better optimize our domestic hot-end operations
over a range of market conditions."

Rhys Best, Chairman and CEO of Lone Star stated, "We are very
excited about today's announcement.  We believe that this
combination will deliver superior value to Lone Star's
shareholders as well as provide our employees with an opportunity
to be part of a larger enterprise.  Our complementary strengths
will better position Lone Star to pursue significant new growth
opportunities for the benefit of our customers, distributors and
end users.  This transaction will enable an enhanced and wider
range of products, even higher service levels and greater
manufacturing efficiencies.  We look forward to working with the
U. S. Steel team to ensure a smooth transition."

Under the terms of the definitive agreement, U.S. Steel will
acquire all of the outstanding shares of Lone Star for $67.50 per
share in cash - an aggregate value of approximately $2.1 billion.  
The price per share represents a premium of approximately 39% to
Lone Star's closing share price of $48.45 on March 28, 2007, and a
premium of approximately 43% to its 90-day average trading price.

U. S. Steel will pay for the acquisition through a combination of
cash on hand and financing obtained under its existing receivables
purchase program and three new fully committed bank credit
facilities provided by JPMorgan.

The transaction is subject to the approval of Lone Star's
shareholders and other customary closing conditions, including
regulatory approvals, and is expected to close in the second or
third quarter of 2007.

J.P. Morgan Securities Inc. and Morgan, Lewis & Bockius LLP acted
as financial and legal advisers, respectively, to U. S. Steel.
Goldman, Sachs & Co. and Weil, Gotshal & Manges LLP acted as
financial and legal advisers, respectively, to Lone Star.

                   About Lone Star Technologies

Lone Star Technologies, Inc. (NYSE: LSS) is a $1.4 billion holding
company whose principal operating subsidiaries manufacture and
market oilfield casing, tubing and line pipe, specialty tubing
products, including finned tubes used in a variety of heat
recovery applications, and flat rolled steel and other tubular
products and services.

            About United States Steel Corporation

United States Steel Corporation (NYSE: X) is an integrated steel
producer with major production operations in the United States and
Central Europe.  An integrated steelmaker uses iron ore and coke
as primary raw materials for steel production, and U. S. Steel has
annual raw steel production capability of 19.4 million tons in the
United States and 7.4 million tons in Central Europe.  The company
manufactures a wide range of value-added steel products for the
automotive, appliance, container, industrial machinery,
construction and oil and gas industries.  U.S. Steel's integrated
steel facilities include Gary Works in Gary, Ind.; Great Lakes
Works in Ecorse and River Rouge, Mich.; Mon Valley Works, which
includes the Edgar Thomson Plant and the Irvin Plant near
Pittsburgh, Pa., and the Fairless Plant near Philadelphia, Pa.;
Granite City Works in Granite City, Ill.; Fairfield Works in
Fairfield, Ala.; U. S. Steel Kosice in the Slovak Republic; and
U.S. Steel Serbia.  U.S. Steel also operates finishing facilities
at the Midwest Plant in Portage, Ind., East Chicago Tin in
Indiana, and Lorain Tubular Operations in Lorain, Ohio, and is
involved in several steel finishing joint ventures.  U.S. Steel
produces coke at Clairton Works near Pittsburgh and at Gary Works
and Granite City Works.  The company operates two iron ore mines
through its Minnesota Ore Operations on the Mesabi Iron Range in
northern Minnesota, one in Mt. Iron and one in Keewatin.  In
addition, U. S. Steel is involved in transportation services
(railroad and barge operations) and real estate operations.

                          *     *     *

U.S. Steel carries Standard & Poor's BB+ rating.


UNITED SURGICAL: Moody's Junks Rating on $240 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned new ratings to United Surgical
Partners International, Inc. in connection with the leveraged
buyout of USPI by Welsh, Carson, Anderson & Stowe.  

The rating outlook for USP Domestic Holdings, Inc. has been
changed to stable, concluding a review of the company's ratings
for possible downgrade initiated on Jan. 9, 2007.  Holdings is a
wholly-owned subsidiary of United Surgical Partners International,
Inc., the parent company.

Moody's assigned these proposed ratings:

   * United Surgical Partners International, Inc.

      -- $100 million senior secured revolving credit facility due
         2013, rated Ba3, LGD2, 25%

      -- $390 million senior secured term loan B due 2014, rated
         Ba3, LGD2, 25%

      -- $100 million senior secured delayed draw term loan B due
         2014, rated Ba3, LGD2, 25%

      -- $240 million cash pay senior subordinated notes due 2017,
         rated Caa1, LGD5, 83%

      -- $240 million senior subordinated toggle notes due 2017,
         rated Caa1, LGD5, 83%

      -- Corporate Family Rating, rated B2 (Corporate Family
         rating has been moved from USP Domestic Holdings, Inc. to
         United Surgical Partners International, Inc.)

      -- Probability of Default Rating, rated B2

The ratings outlook is stable.

Moody's will withdraw these ratings:

   * USP Domestic Holdings, Inc.

      -- $200 million senior secured term loan B, due 2013, rated
         Ba2, LGD3, 35%

      -- Corporate Family Rating, Ba2

      -- Probability of Default Rating, Ba3

Moody's said that it expects to withdraw USPI's existing debt
ratings in connection with the refinancing of this debt upon
closing of the buyout.  The proceeds from this new indebtedness
will be utilized to purchase the company's public equity, repay
existing senior bank debt and pay transaction fees and expenses.

The assignment of a B2 Corporate Family rating primarily reflects
the following factors:

   * high leverage;

   * modest free cash flow; and

   * weak interest coverage resulting from the re-leveraging of
     the company's balance sheet to effect the buyout.

Post-buyout, Moody's considers USPI to be weakly positioned in the
B2 category.

Factors that serve to mitigate these risks include the company's
unique, proven business model, its leading market position in the
short-stay, free-standing surgical center space, a favorable payor
and case mix, low bad debt expense, an experienced, capable
management team as well as strong demographic and industry trends
in the outpatient surgery segment.

The stable ratings outlook reflects Moody's expectation that USPI
will continue to increase top-line growth and improve EBITDA
margins with the opening and maturation of new surgery centers in
its development pipeline and by successful integration of the new
Surgis and St. Louis facilities.  Base growth is expected to
continue at a rate of 5% or more per year, exclusive of
acquisitions.  Moody's anticipates that the company will not
embark upon a significant acquisition over the medium-term until
it makes some material progress with respect to de-leveraging its
balance sheet.

The ratings could come under upward rating pressure if free cash
flow to adjusted debt improves to a sustainable level in the 5 to
10% range or if adjusted debt to EBITDA declines below 5.5x on a
sustained basis.  Downgrade pressure could occur if the company
encounters difficulties in improving its EBITDA margins with the
maturation of facilities under development and the integration of
its newly acquired St. Louis facilities, resulting in a
deterioration of free cash flow to adjusted debt to under 3% on a
sustained basis.

The ratings could also be downgraded if the company embarks upon
new acquisitions, steps up its de novo development above plan or
makes a significant dividend, thereby increasing total debt to
EBITDA above 7.5x.  A downgrade could also occur if regulatory
changes require physicians to put their ownership interests back
to USPI or that result in the dissolution of the company's joint
venture arrangements with hospitals.

United Surgical Partners International, which is headquartered in
Dallas, Texas, currently maintains ownership interests or operates
141 surgical facilities.  Of the company's 138 domestic surgery
centers, 78 are jointly owned with not-for-profit healthcare
systems.  United Surgical also operates three facilities in the
United Kingdom.  Revenues for the twelve months ended
Dec. 31, 2006 were approximately $579 million.


UNITED SURGICAL: S&P Junks Rating on Proposed $240 Mil. Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Addison, Texas-based United Surgical Partners
International Inc. to 'B' from 'B+'.  The rating was removed from
CreditWatch, where it had been placed with negative implications
on Jan. 9, 2007, following the report that the company had agreed
to be acquired by UNCN Acquisition Corp., an affiliate of Welsh,
Carson, Anderson & Stowe.  The transaction is valued at about
$1.8 billion.  The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to United Surgical's proposed $590 million senior secured
credit facility.  The credit facility is rated 'B' with a recovery
rating of '3', indicating the expectation of meaningful recovery
of principal in the event of a payment default.  

In addition, Standard & Poor's assigned its 'CCC+' rating to the
company's $240 million proposed senior subordinated notes due 2017
and $240 million senior subordinated toggle notes due 2017.

The ratings on United Surgical reflect the company's narrow
operating focus as an owner and operator of surgical facilities,
its aggressive growth strategy, and third-party reimbursement
risks.

"The company's recent acquisitions of Surgis Inc. and of several
businesses in the St. Louis area indicate its aggressive growth
strategy, which is still appropriate for the rating category,"
explained Standard & Poor's credit analyst David Peknay.

"Attractive industry demand characteristics, disciplined operating
performance, and a diverse payor base partially mitigate these
risks."

Solid profitability will now have to support a large debt burden,
including about $55 million of additional interest expense.  
EBITDA margins are expected to be in the mid to high 20%'s.  Cash
flow protection measures provide only a small financial cushion,
given the uncertainties related to United Surgical's operations.
Total lease-adjusted debt to EBITDA will be about 6.7x at the
close of the transaction.  Good patient volume increases, a
growing facility portfolio, and improving EBITDA margins due to
prudent operating procedures and good pricing gains should help
leverage decline to about 5x within two years.


URBAN CHOICE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Urban Choice Apartments, L.L.C.
        4816 12th Avenue South
        Minneapolis, MN 55417

Bankruptcy Case No.: 07-41016

Chapter 11 Petition Date: March 28, 2007

Court: District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Joel D. Nesset, Esq.
                  Henson & Efron, P.A.
                  220 South Sixth Street, Suite 1800
                  Minneapolis, MN 55402
                  Tel: (612) 339-2500

Total Assets: $1,917,276

Total Debts:  $2,101,085

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Imperial Capital Bank            mortgage              $440,000
100 North Central Avenue,        value of
Suite 100                        collateral:
Glendale, AZ 91203               $350,000

                                 mortgage              $366,545
                                 value of
                                 collateral:
                                 $360,00

Center Point Energy              utilities              $30,088
P.O. Box 1144
Minneapolis, MN 55440

Casey, Menden, Faust &           accounting             $14,565
Nelson, P.A.                     services
8585 West 78th Street,
Suite 202
Bloomington, MN 55438

Citi Bank Business Master                               $14,063
Card

Home Depot Supply                                        $3,133

B.D.S. Laundry Management        laundry leases          $1,617

Boone Trucking                                           $1,559

City of Minneapolis              utilities               $1,403

Xcel Energy                      utilities                 $880

Lynde Enterprises                snow removal              $250

North End Hardware                                         $129

Hirschfields                     purchases                  $84


VICTORY MEMORIAL: Lease Decision Period Extended Through June 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended, until June 13, 2007, the period in which Victory
Memorial Hospital and its debtor-affiliates can assume, assume and
assign, or reject two nonresidential real property leases.

The Debtors related that certain of its affiliates are lessees or
sub-lessees under two nonresidential real property leases related
to property located at:

   a) 401 95th Street,
      Brooklyn, New York, 11209, and

   b) 5909 8th Avenue,
      Brooklyn, New York, 11220.

The unexpired leases are primarily additional spaces for the
Debtors' administrative offices.

The Debtors explained that they need additional time to formulate
and refine their business plan before they can determine which of
the unexpired leases they will assume.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
July 15, 2007.


WAMU COMMERCIAL: Fitch Assigns Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
WaMu Commercial Mortgage Securities Trust 2007-SL2, commercial
mortgage pass-through certificates are rated by Fitch Ratings:

   -- $134,594,000 class A 'AAA';
   -- $588,553,000 class A-1A 'AAA';
   -- $842,092,662 class X* 'AAA';
   -- $17,894,000 class B 'AA';
   -- $25,263,000 class C 'A';
   -- $16,842,000 class D 'BBB+';
   -- $6,315,000 class E 'BBB';
   -- $7,369,000 class F 'BBB-';
   -- $13,684,000 class G 'BB+';
   -- $4,210,000 class H 'BB';
   -- $5,263,000 class J 'BB-';
   -- $2,105,000 class K 'B+';
   -- $4,211,000 class L 'B'; and
   -- $1,053,000 class M 'B-'.

The $14,736,662 class N is not rated by Fitch.

*Notional Amount and Interest Only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
664 fixed- and floating-rate loans having an aggregate principal
balance of approximately $842,092,662 as of the cutoff date.


WAMU MORTGAGE: Fitch Puts Low-B Ratings on $5.2 Mil. Certificates
-----------------------------------------------------------------
Fitch rates WaMu Mortgage pass-through certificates, WMALT series
2007-HY2 classes:

Groups 1, 2, and 3:

   -- $388,441,300 classes 1-A-1, 1-A-2, 1-X-PPP, 2-A-1 through
      2-A-4, 2-A-1-X, 2-PPP, 3-A-1, 3-A-2, 3-PPP and R (senior
      certificates) 'AAA';

   -- $8,862,000 class B-1 'AA';
   
   -- $4,945,000 class B-2 'A';
   
   -- $2,885,000 class B-3 'BBB';
   
   -- $3,091,000 class B-4 'BB'; and
   
   -- $2,267,000 class B-5 'B'.

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the Group 1, 2, and 3 senior certificates
reflects the 5.75% subordination provided by the 2.15% class B-1,
the 1.20% class B-2, the 0.70% class B-3, the 0.75% privately
offered class B-4, the 0.55% privately offered class B-5, and the
0.40% privately offered class B-6.  The class B-6 is not rated by
Fitch.

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, strength of the legal and financial structures, and
Washington Mutual Bank's servicing capabilities as servicer.  
Fitch currently rates Washington Mutual Bank 'RMS2+' for prime
servicing.

The certificates represent ownership interests in a trust fund
that consists of three pools of mortgage loans.  The senior
certificates whose class designation begins with 1, 2 and 3,
correspond to pools 1, 2, and 3, respectively.  In certain limited
circumstances, principal and interest collected from loan group 1,
2, or 3 may be used to pay principal or interest, or both, to the
senior certificates related to the other of those three loan
groups.

Group 1 consists of 444 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately five years.

Thereafter, the interest rate will adjust annually for all the
group 1 mortgage loans based on an index plus a margin.
Approximately 83.5% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $184,296,969 and the average
principal balance as of the cut-off date is $415,083.  The
original weighted average loan-to-value ratio is 74.4%.  Cash-out
and rate/term refinance loans represent 32.32% and 18.28% of the
loan group, respectively.  The states that represent the largest
portion of mortgage loans are California (52.65%), Nevada (6.30%),
and Arizona (5.61%).  All other states represent less than 5% of
the loan pool.

Group 2 consists of 318 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately seven years.
Thereafter, the interest rate will adjust annually for all the
group 2 mortgage loans based on an index plus a margin.

Approximately 88.9% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $178,913,576 and the average
principal balance as of the cut-off date is $562,621.  The
original weighted average loan-to-value ratio is 70.9%.

Cash-out and rate/term refinance loans represent 35.82% and 24.47%
of the loan group, respectively.  The states that represent the
largest portion of mortgage loans are California (62.66%),
Illinois (5.69%), and Washington (5.26%).  All other states
represent less than 5% of the loan pool.

Group 3 consists of 122 conventional, hybrid adjustable-rate
mortgage loans secured by first liens on one to four family
residential properties, all of which have original terms to
maturity of approximately 30 years.  The loans have an initial
fixed interest rate period of approximately ten years.

Thereafter, the interest rate will adjust annually for all the
group 3 mortgage loans based on an index plus a margin.
Approximately 88.9% of the mortgage loans have interest only
payments scheduled, with principal and interest payments beginning
on the first interest rate adjustment date.  The aggregate
principal balance of this group is $48,929,774 and the average
principal balance as of the cut-off date is $401,063.  The
original weighted average loan-to-value ratio is 65.6%.  Cash-out
and rate/term refinance loans represent 45.89% and 32.51% of the
loan group, respectively.  The states that represent the largest
portion of mortgage loans are California (59.25%), Florida
(8.52%), New York (8.05%), and Washington (6.04%).  All other
states represent less than 5% of the loan pool.

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

The certificates are issued pursuant to a pooling and servicing
agreement dated Mar. 1, 2007, among WaMu Asset Acceptance Corp.,
as depositor, Washington Mutual Bank, as servicer, and LaSalle
Bank National Association, as trustee.


WELLS FARGO: Fitch Assigns Low-B Ratings on $6.3 Mil. Certificates
------------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-4, are
rated by Fitch Ratings:

   -- $1,737,058,422 classes A-1 to A-21, A-PO, and A-R 'AAA'
      senior certificates;

   -- $37,801,000 class B-1 'AA';

   -- $10,801,000 class B-2 'A';

   -- $5,400,000 class B-3 'BBB';
   
   -- $3,600,000 class B-4 'BB'; and

   -- $2,700,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.50%
subordination provided by the 2.10% class B-1, the 0.60% class
B-2, the 0.30% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6.  The ratings on the class B-1, B-2, B-3, B-4,
and B-5 certificates are based on their respective subordination.
Class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 3,278 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $1,800,061,020
as of the March 1, 2007, the cut-off date, and the average
principal balance is $549,134.  The weighted average original
loan-to-value ratio (OLTV) of the loan pool is approximately
72.38%; 1.68% of the loans have an OLTV greater than 80%.  The
weighted average coupon (WAC) of the mortgage loans is 6.341%, and
the weighted average FICO score is 743.  The states that represent
the largest geographic concentration are California (37.38%), New
York (6.14%), and Virginia (5.53%).  All other states represent
less than 5% of the outstanding balance of the pool.

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

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate real estate mortgage investment conduit for federal
income tax purposes.


WELLS FARGO: Fitch Assigns Low-B Ratings on 4 Certificates Classes
------------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-3, are
rated by Fitch Ratings:

Groups I & II:

   --$1,063,783,247 classes I-A-1 through I-A-20, II-A-1 through
     II-A-5, I-A-PO, II-A-PO, A-E and I-A-R 'AAA';

   --$23,149,000 class Cr-B-1 'AA';

   --$6,615,000 class Cr-B-2 'A';
   
   --$3,307,000 class Cr-B-3 'BBB';
   
   --$2,204,000 class Cr-B-4 'BB'; and
   
   --$1,654,000 class Cr-B-5 'B'.

Group III:

   -- $245,784,926 classes III-A-1 and III-A-PO 'AAA';

   -- $4,664,000 class III-B-1 'AA';
   
   -- $504,000 class III-B-2 'A';
   
   -- $378,000 class III-B-3 'BBB';
   
   -- $252,000 class III-B-4 'BB'; and
   
   -- $252,000 class III-B-5 'B'.

The 'AAA' ratings on the Group I and Group II senior certificates
reflect the 3.50% subordination provided by the 2.10% class
Cr-B-1, the 0.60% class Cr-B-2, the 0.30% class Cr-B-3, the 0.20%
privately offered class Cr-B-4, the 0.15% privately offered class
Cr-B-5, and the 0.15% privately offered class Cr-B-6.

The ratings on the class Cr-B-1, Cr-B-2, Cr-B-3, Cr-B-4, and
Cr-B-5 certificates are based on their respective subordination.
Class Cr-B-6 is not rated by Fitch.

The 'AAA' ratings on the Group III senior certificates reflect the
2.50% subordination provided by the 1.85% class III-B-1, the 0.20%
class III-B-2, the 0.15% class III-B-3, the 0.10% privately
offered class III-B-4, the 0.10% privately offered class III-B-5,
and the 0.10% privately offered class III-B-6.  The ratings on the
class III-B-1, III-B-2, III-B-3, III-B-4, and III-B-5 certificates
are based on their respective subordination.  Class III-B-6 is not
rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: I-A-9, I-A-10, I-A-11, I-A-12, I-
A-13, I-A-14, I-A-15, I-A-16, II-A-2, II-A-3, and II-A-4.

Exchangeable Certificates: I-A-4, I-A-5, I-A-6, I-A-17, I-A-18, I-
A-19, I-A-20, II-A-1, II-A-5, and A-E.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.

The classes of offered exchangeable REMIC certificates and of
exchangeable certificates that are outstanding at any given time,
and the outstanding principal balances and notional amounts of
these classes, will depend upon any related distributions of
principal, as well as any exchanges that occur.

Offered exchangeable REMIC certificates and exchangeable
certificates in any combination may be exchanged only in the
proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

Group I and Group II consist of 2,025 fixed interest rate, first
lien mortgage loans, with an original weighted average term to
maturity of approximately 30 years.  The aggregate unpaid
principal balance of the pool is $1,102,366,207 as of the
March 1, 2007, the cut-off date, and the average principal balance
is $544,378.  The weighted average original loan-to-value ratio
(OLTV) of the loan pool is approximately 72.56%; 1.62% of the
loans have an OLTV greater than 80%.  The weighted average coupon
of the mortgage loans is 6.345%, and the weighted average FICO
score is 742.  The states that represent the largest geographic
concentration are California (32.03%), New York (6.21%), Virginia
(5.58%), and Maryland (5.02%).  All other states represent less
than 5% of the outstanding balance of the pool.

Group III consists of 419 fixed interest rate, first lien mortgage
loans, with an original WAM of approximately 15 years.  The
aggregate unpaid principal balance of the pool is $252,087,787 as
of March 1, 2007, the cut-off date, and the average principal
balance is $601,641.  The weighted average OLTV of the loan pool
is approximately 61.98%; 0.51% of the loans have an OLTV greater
than 80%.  The WAC of the mortgage loans is 5.921%, and the
weighted average FICO score is 748.  The states that represent the
largest geographic concentration are California (22.63%), Florida
(7.87%), Colorado (5.94%), and Texas (5.57%).  All other states
represent less than 5% of the outstanding balance of the pool.

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

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two separate real estate mortgage investment conduit for federal
income tax purposes.


WII COMPONENTS: Moody's Junks Rating on Proposed $64 Million Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to WII Components, Inc., a B1 rating to the company's
proposed $179 million senior secured credit facility, and a Caa1
rating to the company's proposed $64 million second lien term
loan.

WII's ratings consider the company's high leverage, anticipated
low free cash flow generation relative to debt levels, and
customer concentration.  The ratings benefit from WII's variable
cost structure based on the implementation of customer indexing
agreements.

Assigned:

   * WII Components, Inc.:

      -- $154 million Guaranteed Senior Secured Term Loan B due   
         2013, rated B1, LGD3, 37%;

      -- $25 million Guaranteed Senior Secured Revolver due 2013,
         rated B1, LGD3, 37%;

      -- $64 million Guaranteed Senior Secured Second Lien Term
         Loan, Caa1, LGD5, 89%;

      -- Corporate Family Rating, rated B2; and

      -- Probability of Default Rating, rated B2.

The following ratings at WII Components, Inc. have been changed to
refelct the interim financing and will be withdrawn upon the
transactions close:

      -- Corporate Family Rating, downgraded to B2 from B1;

      -- Probability of Default Rating, downgraded to B2 from B1;
         and

      -- $120 million 10% Senior Notes due 2012, upgraded to B1,
         LGD3, 35% from B2, LGD4, 65%.

The B2 CFR rating reflects the increased leverage that resulted
from Olympus' acquisition of the company in January of this year.
Moody's understands that the tender offer for the 10% senior notes
due 2012 is likely to be successful based on the company's press
release dated March 21, 2007.

Nevertheless, Moody's will wait to withdraw the ratings until the
transaction's close.  The B2 corporate family rating considers the
company's strong competitive position and the expectation that
expense reduction and lower capital expenditures will help offset
some of the pressure that is arising from the homebuilding and
remodeling slowdown.  The ratings on WII Components credit
facilities are subject to the receipt of final documentation that
is consistent with that relied upon by Moody's in its analysis.
This rating action concludes the ratings review that began
Dec. 18, 2006, and that was initiated as a result of the reported
acquisition.

The company's ratings or outlook would be pressured if debt to
EBITDA increased to over 6x and if free cash flow to total debt
was projected to decline below 3% annually.  The company's ratings
or outlook could improve if debt to EBITDA was to decline to below
4x and free cash flow to debt was to increase over 8% and be
deemed to be sustainable.

WII Components, Inc. is a leading manufacturer of wood cabinet
doors, hardwood components, and engineered wood products in the
U.S., selling primarily to kitchen and bath cabinet OEM's.
Revenues for FYE 2006 were $286 million.


XM SATELLITE: Keystone Autonics Files Patent Infringement Lawsuit
-----------------------------------------------------------------
Texas-based Keystone Autonics filed late last month a patent
infringement lawsuit against merger partners XM Satellite Radio
Holdings Inc. and Sirius Satellite Radio Inc. with the U.S.
District Court for the Eastern District of Texas, various news
agencies report.

Keystone seeks an injunction, damages and legal fees against XM
and Sirius.

The patent was awarded to George Hindman of Keystone Autonics on
Jan. 16, 2007.  It relates to an apparatus for input and output
management of data in a mobile environment where access from a
wireless signal is restricted based on a "persistent unique
hardware identification," Baltimore Business Journal notes.

According to The Street, Mr. Hindman also owned an earlier version
of the patent, which is applicable to radios and CD players.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
SIRIUS Satellite Radio Inc. and XM Satellite Radio Inc. have
entered into a definitive agreement, under which the companies
will be combined in a tax-free, all-stock merger of equals with a
combined enterprise value of approximately $13 billion, which
includes net debt of approximately $1.6 billion.

                  About SIRIUS Satellite Radio

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and
only home of 100% commercial free music channels in satellite
radio, offering 69 music channels available nationwide.  SIRIUS
also delivers 65 channels of sports, news, talk, entertainment,
traffic, weather, and data.  SIRIUS is the Official Satellite
Radio Partner and broadcasts live play-by-play games of the NFL,
NBA, and NHL and.  All SIRIUS programming is available for a
monthly subscription fee of only US$12.95.

SIRIUS products for the car, truck, home, RV, and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack, and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls
Royce, Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also
offers SIRIUS in its rental cars at major locations around the
country.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
2007 lineup includes more than 170 digital channels of choice from
coast to coast: commercial-free music channels, premier sports,
news, talk, comedy, children's and entertainment programming; and
the most advanced traffic and weather information.  XM has
broadcast facilities in New York and Nashville, and additional
offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama,
Japan.

                           *     *     *

XM Satellite Radio Holdings Inc. carries Standard & Poor's Long
Term Foreign Issuer Credit rating of 'CCC+' and Long Term Local
Issuer Credit rating of 'CCC+' effective Feb. 20, 2007.


* Greenberg Traurig Shareholder Joins Israel Bonds' Board
---------------------------------------------------------
Ned R. Nashban, a shareholder with the Boca Raton office of
Greenberg Traurig, LLP, has been inducted as a member of State of
Israel Bonds' National Board of Directors, its highest governance
body.

Mr. Nashban is a member of the President's Club, an honor society
of men and women who purchase at least $100,000 annually in Israel
Bonds to build and develop Israel's economy.  He is also a former
director of both the South Beach County Jewish Federation and the
Jewish Community Foundation, a former trustee of B'nai Torah
Congregation in Boca Raton, and a member of the North American
Jewish Forum and the Israel Forum.

"Mr. Nashban is an outstanding Jewish communal leader who has
served with distinction since 1999 as Israel Bonds chairman in
Palm Beach County and a member of our organization's National
Campaign Cabinet," said Bonds President and CEO Joshua Matza.  "At
this critical period in Israel's history, I am confident his
participation on the Board will help us achieve this year's goal
of $1 billion in bond sales."

At Greenberg Traurig, Mr. Nashban has a global practice in the
areas of business law, commercial litigation, bankruptcy,
creditor's rights and problem loan workouts.  His practice
includes counseling businesses and investors in business
turnarounds, mergers and acquisitions, Chapter 11 proceedings, and
creditor representation in similar situations.  He works with
clients worldwide, including clients from the United Kingdom,
Brazil, Mexico, Canada and China.

Mr. Nashban earned both his B.A. and J.D at the University of
Wisconsin.  He is a member of the Florida Bar, Bankruptcy Bar of
South Florida, Palm Beach County Bar Association, American Bar
Association and Commercial Law League of America.

Mr. Nashban has visited Israel many times and has led several
delegations for Israel Bonds.  He and his wife have five children
who have been to Israel with them.

State of Israel Bonds is an international organization offering
securities issued by the Israeli government.  Since the first bond
was sold in 1951, Israel Bonds has secured $25 billion in
investment capital to develop Israel's economy and Israel has made
every payment of principal and interest on time and in full.

                     About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an  
international, full-service law firm with 1,600 attorneys and
governmental affairs professionals in the U.S., Europe and Asia.  
The firm is ranked seventh on The American Lawyer's Am Law 100
listing of the largest law firms in the U.S., based on number of
lawyers.

Greenberg Traurig serves clients from offices in: Albany, New
York; Amsterdam, The Netherlands; Atlanta, Georgia; Boca Raton,
Florida; Boston, Massachusetts; Chicago, Illinois; Dallas, Texas;
Denver, Colorado; Fort Lauderdale, Florida; Houston, Texas; Las
Vegas, Nevada; Los Angeles, California; Miami, Florida;
Morristown, New Jersey; New York City; Orange County, California;
Orlando, Florida; Philadelphia, Pennsylvania; Phoenix, Arizona;
Sacramento, California; Silicon Valley, California; Tallahassee,
FL; Tampa Bay, Florida; Tokyo, Japan; Tysons Corner, Virginia;
Washington, D.C.; West Palm Beach, Florida; Wilmington, Delaware;
and Zurich, Switzerland.  Additionally, the firm has strategic
alliances with these independent law firms: Olswang, London and
Brussels; Studio Santa Maria, Milan and Rome; and Hayabusa Kokusai
Law Offices in Tokyo.


* BOOK REVIEW: Admiralty and Maritime Law
-----------------------------------------
Author:     Robert Force, A.N. Yiannopoulos, and Martin Davies
Publisher:  Beard Books
Paperback:  752 pages
List Price: $149.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982900/internetbankrupt


The book Admiralty and Maritime Law is written by Robert Force,
A.N.Yiannopoulos, and Martin Davies.  

This two-volume casebook on Admiralty and Maritime law is a
thorough and comprehensive work by experts at the Tulane Maritime
Law Center.

It is replete with case law, statutes, textual notes, questions
and analysis on every aspect of this area of the law.

Robert Force, Niels F. Johnsen Professor of Maritime Law and
Director Emeritus, Maritime Law Center BS, 1955, LLB, 1958, Temple
University; LLM, 1960, New York University

Professor Force clerked for state and federal judges in
Pennsylvania, practiced law in Philadelphia, and taught law at
Indiana University before coming to Tulane in 1968.

He teaches courses in admiralty and criminal law.  Professor Force
was named special master to the United States District Court for
the Eastern District of Louisiana for a major case involving
conditions in the Orleans Parish Prison.

His current research activities are largely in the area of
admiralty and maritime law, but he has co-authored the Louisiana
Code of Evidence as well as numerous articles on maritime law.

Professor Force and his colleagues, Professor Yiannopoulos and
Professor Davies, have co-authored two course books used in
Admiralty I and II.

Professor Force is currently revising two well-known admiralty
texts, Norris on The Law of Seamen I and Norris on The Law of
Maritime Personal Injuries.

Professor Force is director of the Maritime Law Center and holds
the only endowed chair in maritime law in the United States.  He
was Acting Dean from 1977 through 1978.

In 2001, Professor Force was honored by the Seamen's Church
Institute as a maritime law legend and received its Distinguished
Maritime Law Award.

In 2002, he was honored by the President of Panama, who designated
him a member of the Order de Vasco Nunez de Balboa.  In addition,
Force has authored well over 30 books on admiralty as well as
criminal law and countless other essays and teaching materials.

                             *********

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., Loyda I. Nartatez, 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 ***