TCR_Public/070410.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 10, 2007, Vol. 11, No. 84

                             Headlines

ADAMS STREET: 1998-1 Class A-3 Notes Paid & S&P Withdraws Rating
ALLEGHENY TECH: Moody's Lifts Rating on $300 Million Notes to Ba2
AMERICAN MOULDING: Hires McGrane Greenfield as Litigation Counsel
AMERICAN TIRE: Good Performance Cues Moody's Stable Outlook
AMERISTAR CASINOS: Moody's Reviews Resorts Deal & Holds Ratings
AMERISTAR CASINOS: S&P Holds BB Rating After Resorts Deal Review
ASSET BACKED: Moody's Warns of Downgrade from New Century Loans
BALLY TECHNOLOGIES: Form 10-K Filing Cues S&P's Developing Watch
BEAR STEARNS: Fitch Puts Low-B Ratings on Classes J-O Certificates
BGF INDUSTRIES: Dec. 31 Balance Sheet Upside-Down by $33.1 Mil.
BIG WEST OIL: Moody's Rates $400 Million Senior Secured Loan at B1
C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
CARRINGTON MORTGAGE: Fitch Rates 2007 Class M-10 Notes at BB+
CCS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
CINEMARK INC: Posts $8.4 Mil. Net Income in Year Ended December 31
CONSOLIDATED EMPLOYER MANAGEMENT: Case Summary & 24 Creditors
CYBERCARE INC: Chapter 11 Plan Proposes to Satisfy all Creditors
CYPRESSWOOD LAND: Involuntary Chapter 11 Case Summary
CYTOCORE INC: Sept. 30 Balance Sheet Upside-Down by $4.1 Million
DELTA AIR: Moody's Puts Low-B Ratings on $2.5 Billion Exit Loan
DVI MEDICAL: Fitch Cuts Ratings on Six Equipment Securitizations
EASI FINANCE: Moody's Puts Low-B Ratings on Class B-7 to B-9 Notes
ENTRAVISION COMMS: Good Performance Cues S&P's Positive Outlook
ERNEST WEHMAN: Case Summary & Six Largest Unsecured Creditors
FIRST FRANKLIN: Moody's Junks Rating on Two Certificate Classes
FORD CREDIT: Fitch Ups Rating on 33 & Upgrades 11 ABS Classes
G.R. DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
GAYLORD ENT: Planned Sale of Bass Pro Stake Cues S&P's Pos. Watch
GMACM MORTGAGE: S&P Holds Low-B Ratings on 29 Certificate Classes
GOODYEAR TIRE: Sale Engineering Biz Cues Fitch's Positive Outlook
GRAHAM PACKAGING: Fitch Cuts Rating on Sr. Sec. Facility to B
HM RIVERGROUP: S&P Affirms B- Corp. Credit Ratings & Ends Watch
INTERACTIVE MOTORSPORTS: Posts $3.8 Mil. Equity Deficit in 2006
JAMES RIVER COAL: Moody's Junks Ratings & Says Outlook is Negative
LONE STAR: Moody's Upgrades Rating on Senior Unsecured Bond
MANNA CONSTRUCTION: Voluntary Chapter 11 Case Summary
MERRILL LYNCH: S&P Junks Rating on Series 2004-SL1 Class B-3 Notes
MORGAN STANLEY: Moody's May Downgrade 8 New Century Loan Deals
MORGAN STANLEY: Moody's Junks Rating on 2002-AM1 Class B-1 Certs.
NORD RESOURCES: Losses Cue Mayer Hoffman's Going Concern Doubt
PALM DRIVE HEALTH CARE DISTRICT: Case Summary & XX Creditors
PALM DRIVE: S&P Junks Rating on Parcel Tax Revenue Bonds
QUEST TRUST: S&P Cuts Ratings on Two Classes & Retains Neg. Watch
RECYCLED PAPER: Covenant Problems Spur Moody's to Cut Ratings
RECYCLED PAPER: Covenant Breach Prompts S&P's Negative Watch
REMINGTON ARMS: Cerberus Deal Prompts S&P to Watch CCC+ Rating
RGIS HOLDINGS: Moody's Rates $575 Million Senior Loans at Ba3
SABRE HOLDINGS: Moody's Junks Rating on $800 Million Senior Notes
SANDY'S PRODUCE: Case Summary & seven Largest Unsecured Creditors
SEARS HOLDINGS: Earns $1.5 Billion in Year Ended February 3, 2007
SECURUS TECH: Posts $20.1 Million Net Loss in Year Ended Dec. 31
SIMOM WORLDWIDE: BDO Seidman Raises Going Concern Doubt
SMART MODULAR: Earns $14 Million in Second Quarter Ended Feb. 28
SOUTH STREET: S&P Puts D Rating on Class B-2 Notes
SUNTRUST ALTERNATIVE: S&P Watching 2005-1F Class B-5's B Rating
SYNAGRO TECH: Stockholders Agrees To Merge With the Carlyle Group
TECHNICAL OLYMPIC: Fitch Lowers Issuer Default Rating to B-
THERMADYNE HOLDINGS: Form 10-K Filing Prompts S&P's Postive Watch
UNITED COMPONENTS: Posts $8.7 Mil. Net Loss in Year Ended Dec. 31
VISTEON CORP: Facility Amendment Cues Fitch to Cut Debt's Rating
WASTE CONNECTIONS: Moody's Withdraws Ba2 Corporate Family Rating
WASTE REDUCTION: Case Summary & 40 Largest Unsecured Creditors
WELLMAN INC: Moody's Confirms Single-B & Caa Ratings
XEROX CAPITAL: S&P Puts B+ Rating on $27 Mil. Synthetic Securities
* Cooley Godward Wins for Unsecured Creditors in Norstan's Case
* TMA Recognizes Howard Brownstein... [not sure]

                             *********

ADAMS STREET: 1998-1 Class A-3 Notes Paid & S&P Withdraws Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CC' rating on the
class A-3 notes issued by Adams Street CBO 1998-1 Ltd., an
arbitrage high-yield CBO transaction managed by Guggenheim
Investment Management LLC.  Prior to its withdrawal, the rating
had inadvertently been placed on CreditWatch positive due to an
administrative error.

The withdrawal follows the redemption of the class A-3 notes.
Analytic services provided by Standard & Poor's Ratings Services
are the result of separate activities designed to preserve the
independence and objectivity of ratings opinions.


ALLEGHENY TECH: Moody's Lifts Rating on $300 Million Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded Allegheny Technologies Inc.'s
corporate family rating to Ba1 from Ba2 and its probability of
default rating to Ba1 from Ba2.

In a related rating action, Moody's raised the ratings on ATI's
$300 million 8.375% notes to Ba2 from B1 and upgraded the ratings
on Allegheny Ludlum Corporation's (a wholly owned subsidiary) $150
million 6.95% debentures to Ba1 from Ba2.  The rating outlook is
stable.

The upgrade reflects the strengthening in ATI's operating
performance and debt protection metrics over recent years, driven
by improved market conditions in key end use segments of its high
performance metals and flat rolled operating segments, sustainable
cost reductions, particularly in its legacy obligations, and
emphasis on value added products in its flat rolled products
segment.  Moody's expects ATI to continue to benefit from a robust
operating environment, driven principally by the strength of its
key end markets and management of its commodity exposures, to
demonstrate a sustainable level of improved performance, and to
continue to fund its capital investments in a disciplined fashion.

ATI's stable outlook reflects Moody's expectation that the company
will continue to evidence strong earnings performance and cash
flow generation over the next twelve to fifteen months given its
backlog in the high performance segment, reflecting key long-term
agreements with key customers, and its management of its commodity
flat rolled segment business.  A key impediment to an upgrade to
an investment grade rating remains the secured nature of the
company's revolving credit facility.

ATI's Ba1 corporate family rating reflects its position as a
leading producer of specialty titanium and stainless steel
products, its technological capabilities, which contribute to its
ability to provide necessary product to markets served, its
moderate leverage, its improved sustainable cost position relative
to its historical position, and the favorable business environment
for many of the key end markets upon which the company is focused.
ATI's strategic refocusing on its higher value added business in
its flat rolled segment and its solid business focus and financial
profile, together with improved fundamentals in markets served,
particularly aerospace, defense, chemical processing and power
generation are expected to contribute to a sustainable level of
improved earnings and cash flow generation and debt protection
metrics.  Additionally, the company significantly improved its
underfunded pension position in 2006.  This funding position is
expected to reduce retirement benefit expense in 2007 by $50
million in 2007.

However, the corporate family rating also considers the company's
limited scale in flat-rolled products (55% revenues in 2006)
relative to other North American producers, which is expected to
contribute to operating volatility, particularly during
downcycles, end markets that are characterized by a high degree of
cyclicality, and its relatively high, although improving, legacy
costs.  In addition, the corporate family rating considers ATI's
medium exposure to the aerospace and defense industry (30% of 2006
sales) but acknowledges the strength of this business over the
next two years based upon backlog levels and order lead times.
Moody's notes that ATI has managed to lower its cost profile over
recent years, primarily the result of headcount reductions and
renegotiated labor agreements, which should help mitigate the
degree of performance volatility relative to historical levels.
The ratings on ATI's debt issuance and on its operating subsidiary
Allegheny Ludlum, reflect the application of Moody's loss given
default rating methodology and the position of the respective debt
issuances in the waterfall structure, with the obligations at
Allegheny Ludlum, as an operating subsidiary, ranking ahead of the
obligations of its parent holding company, ATI.

Upgrades:

  Issuer: Allegheny Ludlum Corporation

    Senior Unsecured Guaranteed Debenture, Upgraded
      to Ba1 (LGD 4, 55%) from Ba2 (LGD 4, 53%)

  Issuer: Allegheny Technologies Inc.

    Probability of Default Rating, Upgraded to Ba1 from Ba2

    Corporate Family Rating, Upgraded to Ba1 from Ba2

    Senior Unsecured Notes, Upgraded to Ba2 (LGD 5, 89%)
      from B1 (LGD 6, 90%)

Moody's previous rating action on ATI was on December 5, 2005,
when Moody's upgraded its corporate family rating to Ba2, its
senior unsecured notes to Ba3, and Allegheny Ludlum's debentures
to Ba2. The ratings on the senior unsecured notes were revised to
B1 following the implementation of Moody's Loss-Given-Default
(LGD) rating methodology in September 2006.

ATI, headquartered in Pittsburgh, PA, is a producer and
distributor of flat-rolled stainless steel and specialty metals,
including nickel alloys, titanium alloys, and superalloys, as well
as various engineered products. ATI generated revenues of $4.9
billion in 2006.


AMERICAN MOULDING: Hires McGrane Greenfield as Litigation Counsel
-----------------------------------------------------------------
(joel)

The U.S. Bankruptcy Court for the Eastern District of California
gave American Moulding & Millwork Company permission to employ
McGrane Greenfield LL as its special litigation counsel.

The firm is expected to:

     a. complete the investigation by providing a written,
        confidential analysis of the merits of potential claims
        detailing the major strengths and weaknesses with the
        potential prosecution of the claims suitable for sharing
        with potential counsel that may be retained or interviewed
        with respect to bringing the claims, and

     b. meet with the Debtors, through its disbursing agent and
        representative Development Specialist Inc. and Appalachian
        Woods Products to provide conclusions and information
        orally.

Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willboughby
& Pascuzzi LLP, tells the Court that the Debtor will pay a flat
fee of $50,000 for this engagement.

To the best of the Debtor's knowledge the firm does not hold any
interest adverse and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Sanford, North Carolina, American Moulding
and Millwork Company -- http://www.amfurniture.com/-- is a
supplier of real wood furniture and cabinetry.  The company
filed for chapter 11 protection on Oct. 6, 2005 (Bankr. E.D.
Calif. Case No. 05-34431).  Thomas A. Willoughby, Esq., at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represents
the Debtor in its restructuring efforts.  Lawyers at Parkinson
Phinney represent the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
$17,663,776 in assets and $18,481,093 in debts.


AMERICAN TIRE: Good Performance Cues Moody's Stable Outlook
-----------------------------------------------------------
Moody's Investors Service revised American Tire Distributors,
Inc.'s ratings outlook to stable from negative.

At the same time, the rating agency affirmed the company's
Corporate Family Rating of B3 and unsecured note rating of Caa1
and renewed the Speculative Grade Liquidity rating of SGL-2.

The stable outlook reflects the progress the company achieved
during the last year in its operating performance and credit
metrics, and the rating agency's expectations that these trends
should continue.  Despite weak replacement tire demand in North
America during 2006 and higher manufacturer prices for tires, ATD
was able to effectively manage its working capital investment,
which facilitated free cash flow generation and debt reduction,
and to grow its EBITDA.  As a result, several quantitative risk
measures improved.  ATD's volumes and earnings are anticipated to
increase in the coming year from a combination of modest unit
growth and continuing mix shift toward higher profit performance
tires.  Consequently, ATD's is likely to continue to generate free
cash flow and maintain adequate coverage ratios for the rating
category over the intermediate term.

Consolidation of two acquisitions and a FIFO layer of lower cost
tires contributed to higher EBITDA generation during 2006.  In
addition, level SG&A expenses as a percent of revenues helped
stabilize operating margins.  ATD generated approximately
$56 million of free cash flow during 2006 from a combination of a
reduction in working capital, higher EBITDA, and collection of a
tax refund. After funding acquisitions of approximately $20
million, revolving credit borrowings were lowered by roughly $34
million from year end 2005 balances.  As a result, debt/EBITDA
stood at 6.5 times at December 31, 2006 compared to 7.1 times a
year earlier. Interest coverage remained weak at roughly 1 time
for the year on an EBIT/interest basis, but 1.2 times on an
EBITA/interest basis.

The B3 Corporate Family rating recognizes ATD's aggressive
financial leverage and low interest coverage.  It also
incorporates the strengths of its scale and competitive position,
the relative stability of replacement tire demand, the granularity
of its customer base, and prospects for free cash flow generation.
The rating further acknowledges ATD's dependency on purchases from
a limited number of tire manufacturers and suppliers, geographic
concentration of revenues in the United States, uncertainties
associated with a strategy which will likely involve future
acquisitions, and the characteristically low margins associated
with distribution businesses.

The stable outlook has developed as a result of higher EBITDA
achieved in 2006, lower debt levels and expectations that recent
trends in free cash flow generation should continue. As a result,
quantitative risk measures are likely to exhibit moderate
improvement over the intermediate period.  The company is
positioned to continue to offer an attractive value proposition to
both customers and suppliers as the breadth of tire SKUs expands.
The diversity of its customer channels, breadth of its footprint
across the U.S., consistent margins and management of working
capital should lead to stable free cash flow generation in future
periods.  The stable outlook is further supported by the company's
liquidity profile.

The SGL-2 liquidity rating represents good liquidity over the next
12 months.  The rating considers ATD's capacity for free cash flow
generation over the coming year.  It further reflects significant
available commitments under its revolving credit facility with
minimal constraints from financial covenants.  Substantially all
assets are pledged under its secured revolving credit, which
limits the ability to develop incremental alternative liquidity.

   Rating changed:

      Outlook to stable from negative

   Ratings affirmed:

      Corporate Family Rating, B3
      Senior unsecured notes, Caa1

   Rating renewed:

      Speculative Grade Liquidity, SGL-2

American Tire Distributors, Inc., headquartered in Huntersville,
NC, is a wholesale distributor of tires, custom wheels, and
related service equipment. In 2006 the company had revenues of
approximately $1.6 billion.


AMERISTAR CASINOS: Moody's Reviews Resorts Deal & Holds Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed Ameristar Casinos Inc.'s Ba3
corporate family rating, B1 probability of default rating,
Ba3/LGD-3 bank loan rating, and positive ratings outlook in
response to the company's announcement that it has entered into a
definitive agreement with Resorts International Holdings, LLC to
acquire its subsidiary that owns and operates Resorts East Chicago
for $675 million in cash.  The purchase price represents about a
10.5 EBITDA multiple.

The affirmation considers that the acquisition of Resorts East
Chicago is consistent with the company's growth strategy of
doubling EBITDA over the  next three to five years through
internal growth and acquisitions. The affirmation also anticipates
that the acquired casino, currently considered an under performing
property, will benefit from Ameristar's strong operating ability
and additional investment into the property.

The positive outlook considers the assumption that the transaction
will be entirely debt financed, and that although Ameristar's
leverage is expected to increase as a result of its stated growth
strategy, the company will benefit from its increased size and
greater diversification into regional markets with favorable
demographic and supply/demand trends.  Pro forma for the
acquisition of Resorts East Chicago, debt/EBITDA is about 4.7
times (x).  Going forward, Ameristar's leverage is expected to
peak above 5.0x as a result of its overall growth strategy.
Ameristar has historically maintained low leverage.  Debt/EBITDA
has been below 3.5x over the past three fiscal years.  For fiscal
2006, debt/EBITDA was about 3.3x.

A successful closing of the transaction along with continued
improvement in operating results, adherence to the company's
stated growth strategy, and continued demonstration of its
conservative approach with respect to pursuing acquisitions, could
result in a one-notch upgrade of Ameristar's corporate family
rating to Ba2 by the end of 2007.  However, ratings could be
negatively impacted by a large scale debt financed acquisition,
although any rating decision related to this type of acquisition
would consider the positive effects of a further increase in size
and diversification relative to any increase in leverage.

Financing details have not been announced at this time and the
transaction is not contingent upon a financing commitment.  The
transaction is subject to satisfactory completion of due diligence
(the due diligence period ends Apr. 22, 2007), receipt of
regulatory approvals, and other customary closing conditions.
During the due diligence period, Ameristar has the unconditional
right to terminate the purchase agreement without penalty.
Ameristar expects to complete the transaction in the fourth
quarter of 2007.

Moody's most recent action on Ameristar occurred on September 28,
2006 when Probability of Default ratings and LGD assessments were
assigned to the company as part of the general roll-out of the LGD
product.

Ameristar Casinos, Inc. (NASDAQNM: ASCA) owns and operates seven
hotel/casinos in six markets. The company's portfolio of casinos
consists of: Ameristar St. Charles (St. Louis market); Ameristar
Kansas City; Ameristar Council Bluffs (Omaha market); Ameristar
Vicksburg; Ameristar Blackhawk (Denver market); and Cactus Petes
and the Horseshu in Jackpot, Nevada (Idaho market).


AMERISTAR CASINOS: S&P Holds BB Rating After Resorts Deal Review
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Las
Vegas, Nev.-based Ameristar Casinos Inc. to negative from stable.
Concurrently, S&P affirmed all ratings on the company, including
the 'BB' corporate credit rating.

"The outlook revision follows Ameristar's announcement today that
it has entered into a definitive agreement with Resorts
International Holdings LLC to acquire its subsidiary that owns and
operates Resorts East Chicago for $675 million in cash, subject to
satisfactory completion of due diligence, receipt
of regulatory approvals, and other customer closing conditions,"
said Standard & Poor's credit analyst Guido DeAscanis III.  In
addition, Ameristar has announced that it intends to significantly
expand and renovate the facility.

As a result of this transaction, S&P says, "we expect that
Ameristar's credit measures will be somewhat weak for the rating
during the intermediate term, with leverage, as measured by total
debt to EBITDA, expected to rise to the mid-5x area.  Management
has previously indicated its intention to aggressively grow the
company, setting the goal of doubling its size in the next three
to five years.  With the East Chicago transaction, Ameristar has
little room to accomplish additional debt funded transactions
within the current rating. The company has not yet announced its
financing plans for East Chicago.  If the deal is fully financed
with bank debt, our bank loan rating could potentially be
downgraded by one notch, depending on whether we anticipate that
lenders would realize sufficient recovery of principal in a
payment default scenario to warrant it remaining one notch higher
than the corporate credit rating.  We will evaluate this once
financing plans are made public."


ASSET BACKED: Moody's Warns of Downgrade from New Century Loans
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade fourteen tranches from eight deals originated by New
Century Mortgage Corporation in 2001, 2002, and 2003.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, subprime mortgage loans.

The certificates have been placed on review for possible downgrade
based upon recent and expected pool losses and the resulting
erosion of credit support.  Overcollateralization amounts in all
of the transactions are currently below their floors and pipeline
losses are likely to cause further erosion of the
overcollateralization, which could put pressure on the subordinate
tranches.  Furthermore, existing credit enhancement levels may be
low given the current projected losses on the underlying pools.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity
        Loan Trust

        -- Series 2001-HE1, Class B, current rating Ba1, under
           review for possible downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.
        -- Series 2001-NC3, Class B-1, current rating Ba1, under
           review for possible downgrade

        -- Series 2002-NC2, Class B-1, current rating Ba1, under
           review for possible downgrade

        -- Series 2002-NC4, Class M-2, current rating Aa2, under
           review for possible downgrade

        -- Series 2002-NC4, Class B-1, current rating Baa3, under
           review for possible downgrade

        -- Series 2002-NC4, Class B-2, current rating B1, under
           review for possible downgrade

        -- Series 2003-NC2, Class B-1, current rating Baa2, under
           review for possible downgrade

        -- Series 2003-NC2, Class B-2, current rating Baa3, under
           review for possible downgrade

Issuer: Morgan Stanley Capital I Inc.

        -- Series 2003-NC4, Class B-2, current rating Baa2, under
           review for possible downgrade

        -- Series 2003-NC4, Class B-3, current rating Baa3, under
           review for possible downgrade

Issuer: New Century Home Equity Loan Trust

        -- Series 2003-2, Class M-3, current rating Baa2, under
           review for possible downgrade

        -- Series 2003-2, Class M-4, current rating Baa3, under
           review for possible downgrade

        -- Series 2003-3, Class M-5, current rating Baa2, under
           review for possible downgrade

        -- Series 2003-3, Class M-6, current rating Baa3, under
           review for possible downgrade


BALLY TECHNOLOGIES: Form 10-K Filing Cues S&P's Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on its ratings for Bally Technologies Inc. to
developing from negative. The corporate credit rating on the
company is 'B-'.  The ratings were initially placed on CreditWatch
on Sept. 9, 2005, and several rating actions have occurred since
the original CreditWatch listing.

"The revision to CreditWatch with developing implications reflects
the progress made by the company to move closer to becoming
current on its SEC filings," noted Standard & Poor's credit
analyst Guido DeAscanis.  As of today, Bally is current through
the filing of its 10-K for the fiscal year ended June 30, 2006.
In addition, based on recent company announcements, Bally has
generated good operating results during past few quarters.
Developing implications suggest that ratings could be affected
either positively or negatively, depending on future events.  The
potential for a rating upgrade exists if Bally Technologies
completes the filing of all outstanding restated financial reports
and operating performance trends positively.  Should the company
continue to experience delays in the filing of its financial
reports and its access to capital is affected as a result, a
negative rating action could be considered.


BEAR STEARNS: Fitch Puts Low-B Ratings on Classes J-O Certificates
------------------------------------------------------------------
Fitch Ratings affirmed Bear Stearns Commercial Mortgage Securities
Trust 2006-TOP22, commercial mortgage pass-through certificates,
as:

     -- $85.7 million class A-1 at 'AAA';
     -- $212 million class A-2 at 'AAA';
     -- $95.1 million class A-3 at 'AAA';
     -- $81.5 million class A-AB at 'AAA';
     -- $563.8 million class A-4 at 'AAA';
     -- $195.2 million class A-1A at 'AAA';
     -- $170.5 million class A-M at 'AAA';
     -- $125.7 million class A-J at 'AAA';
     -- Interest only class X at 'AAA';
     -- $32 million class B at 'AA';
     -- $12.8 million class C at 'AA-';
     -- $25.6 million class D at 'A';
     -- $14.9 million class E at 'A-';
     -- $14.9 million class F at 'BBB+';
     -- $14.9 million class G at 'BBB';
     -- $8.5 million class H at 'BBB-';
     -- $10.7 million class J at 'BB+';
     -- $2.1 million class K at 'BB';
     -- $6.4 million class L at 'BB-';
     -- $2.1 million class M at 'B+';
     -- $2.1 million class N at 'B';
     -- $4.3 million class O at 'B-'.

Fitch does not rate the $12.8 million class P.

The rating affirmations are the result of stable performance and
minimal paydown since issuance.  As of the March 2007 remittance
report, the transaction has paid down 0.7% to $1.69 billion from
$1.70 billion at issuance.  To date there have been no delinquent
or specially serviced loans.

Fitch reviewed the most recent operating data available from the
master servicer for the 13 credit assessed loans in the
transaction: Chesterbrook/Glenhardie Portfolio (7.1%), Alderwood
Mall (6%), Mervyns Portfolio (3.5%), 60 Thompson Street (1.7%),
Embassy Suites Sacramento (1.3%), Blakely Hotel (1.1%), Federal
Express Facility (0.9%), Lakeview US GSA Center (0.9%), Marriott
Courtyard - Fort Lauderdale (0.7%), Tamarack Garden Apartments
(0.7%), Oak Ridge Estates (0.7%), Rudgate Silver Springs MHC
(0.6%) and Alexandria Apartments (0.4%).  Based on their stable
performance the loans maintain their investment grade credit
assessments.


BGF INDUSTRIES: Dec. 31 Balance Sheet Upside-Down by $33.1 Mil.
---------------------------------------------------------------
(SEC 10K) - Melanie

BGF Industries Inc. reported $33.1 million in total stockholders'
deficit, resulting from $83.7 million in total assets and
$116.8 million in total liabilities as of Dec. 31, 2006.
Accumulated deficit as of Dec. 31, 2006, stood at $68.1 million.

For the year ended Dec. 31, 2006, the company had a net income of
$7 million, as compared with a net loss of $4.9 million a year
earlier.  Net sales in 2006 totaled $177.4 million, as compared
with net sales in 2005 of $152.9 million.

                 Liquidity and Financial Condition

The company's primary sources of liquidity are cash flows from
operations and borrowings under its financing arrangements.  Its
future need for liquidity will arise primarily from interest
payments on the $83.5 million principal amount of its outstanding
10.25% Senior Subordinated Notes, principal and interest payments
on the Wells Fargo Foothill Inc. Loan, and the funding of capital
expenditures and working capital requirements.  There are no
mandatory payments of principal on the Senior Subordinated Notes
scheduled prior to their maturity in Jan. 15, 2009.  Based upon
the company's current and anticipated levels of operations, it
believes, but cannot guarantee, that cash flows from operations,
together with availability under the WFF Loan, will be adequate to
meet the company's liquidity needs for the next twelve months.

As of Dec. 31, 2006, amounts outstanding under the WFF Loan
totaled $5.8 million, which consisted solely of $5.8 million under
the term loan.

Availability under the revolver as of Dec. 31, 2006, and March 12,
2007, was $14.7 million and $20.7 million, respectively.  This
availability has been reduced by a reserve to allow for the annual
interest payments on the Senior Subordinated Notes.  The reserve
for interest payments is increased by $200,000 per week and is
reset to zero when such payment is made.  As of Dec. 31, 2006, and
March 12, 2007, the outstanding reserves totaled $4 million and
$1.5 million, respectively.

The company held $3.6 million in cash and cash equivalents as of
Dec. 31, 2006.  It held zero cash and cash equivalents in the
prior year.  Net cash provided by operating activities was
$9.5 million for 2006, as compared with $7.2 million in 2005.  The
increase was primarily the result of an increase in net income,
offset by an increase in working capital.  Net cash used in
investing activities was $2.7 million and $2.3 million in 2006 and
2005, respectively, and was the result primarily of purchases of
property, plant and equipment.  Net cash used in financing
activities was $3.2 million for 2006, as compared with $5 million
for 2005, and was primarily the result of payments on the
revolving credit facility and the term loan.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd5

                         Outlook for 2007

Sales trends during January, February and March 2007 increased
from the average monthly sales for the last quarter of 2006.
However, the company expects sales to be somewhat lower for the
full year in 2007.  The company plans to continue its efforts to
maintain inventory level consistent with sales.  However, there
can be no assurance that sales will continue at this same level
during the remainder of 2007.

                       About BGF Industries

Headquartered in Greensboro, North Carolina, BGF Industries, Inc.,
a wholly owned subsidiary of NVH, Inc., -- http://www.bgf.com/--
manufactures woven and non-woven glass fiber fabrics in North
America.  The company also produces other high performance
fabrics.

                           *     *     *

BGF Industries Inc. carries Caa2 Corporate Family Rating for and
upgraded its Ca rating on $86.7 million Senior Subordinated Notes
due 2009 to Caa3.  Moody's assigned those debentures an LGD4
rating suggesting note holders will experience a 67% loss in case
of default.


BIG WEST OIL: Moody's Rates $400 Million Senior Secured Loan at B1
------------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and B1
Probability of Default Ratings to Big West Oil, LLC and a B1 (LGD
3; 46%) rating to its $400 million 7 year senior first secured
Term Loan B.  The rating outlook is stable.

BWO will draw $180 million at closing and must draw the balance
within 15 months.  TLB is first secured principally by BWO's Salt
Lake City and Bakersfield, California refineries.  TLB will fund
the majority of a $680 million project to double Bakersfield's
high value gasoline and diesel output by upgrading its existing
comparatively large component of very low value gas oil
(approximately 33% of production).  BWO is wholly-owned by private
Flying J Inc. (FJI) which has a long successful history in
refining and marketing.  TLB is non-recourse to FJI.

The ratings reflect an expected generally strong sector refining
margin environment and regionally strong margins where BWO
operates; the Salt Lake City refinery's long profitable history;
Bakersfield's expected return to positive cash flow this fiscal
year after significant negative cash flow last year and breakeven
last-twelve-month cash flow; a reasonably viable project that may
further greatly boost Bakersfield's profitability; and our view
that BWO's large seasoned parent is a source of significant
implied credit support.  BWO expects substantial Bakersfield cash
flow this year due to increased run time after its late 2006
turnaround, expected higher margins from a pending restart of an
idle unit that would partially upgrade a portion of its gas oil
stream, and more consistent crude oil sourcing and higher average
throughput rates.

The ratings are restrained by high leverage; the project awaits
environmental and regulatory approval to proceed and has faced
challenges, with especially sharp opposition to its alkylation
unit whose design uses hydrofluoric acid as one of its catalysts;
project cost overrun, delay, and post-completion performance risk;
low margins until upgrade completion, largely due to negative
margins on Bakersfield's gas oil production; the uncertain degree
to which Bakersfield will be profitable in fiscal years ending
(FYE) January 31, 2008 and 2009 after negative EBITDA last year;
substantially negative FYE January 2008 and 2009 cash flow after
heavy capital spending; the likely drain on cash flow due to BWO's
permitted full statutory income tax payments to FJI; and an
inconsistent, though improving, ability to source full crude oil
throughput for Bakersfield.

Additional basic risks include the lack of a turnkey contract to
complete the project by date certain at known cost; inherent
uncertainty whether the existing refinery and completed project
will perform to design specifications; project costs are not fully
pre-funded (though Bakersfield will run in its existing mode
pending completion); the uncertain impact on prices of doubling
BWO's diesel and gasoline production; the lack of an escrow
feature to repay debt if the project does not proceed; and, while
BWO's two refinery portfolio partially diversifies the inherent
risk of material unscheduled downtime, loss of either Salt Lake
City or Bakersfield cash flow would have significant negative
impact given BWO's leverage and heavy capital spending.
Though leveraged, FJI is a large diversified business engaged in
refining, gasoline and diesel retailing (providing durable core
cash flow), refined product pipelines (Longhorn Pipeline),
industrial banking, and a range of other services provided to its
trucking company clientele.  FJI believes it is the largest North
American diesel retailer.

Independent engineer Turner, Mason & Company believes the
Bakersfield and Fresno markets can absorb Bakersfield's higher
gasoline and diesel production, albeit at a lower price.  Longer-
term, Bakersfield may gain additional downstream integration if
FJI completes a planned high volume travel plaza in its supply
area, adding to FJI's two existing plazas in its supply area.

Bakersfield will generate low margins until it takes an
intermediate step of restarting an idle unit this month to reduce
the sulfur and nitrogen content of a portion of its very low value
gas oil stream.  As it is, that stream has earned negative
margins. Margins are also impacted by BWO paying well over field
posting prices to buy crude oil and paying large premiums to buy
necessary alkylate and natural gasoline feedstock, which may
continue after project completion.  Though operating in a region
of ample indigenous crude oil supply, a high majority of San
Joaquin Valley crude oil production is owned by major oil
companies.  BWO believes it has made considerable progress in
improving the volumes and terms of its crude oil purchases.
The Bakersfield project includes a 19,200 barrel per day fluid
catalytic cracker, a 25,000 bpd gas oil hydrotreater, a 9,000 bpd
alkylation using hydrofluoric acid technology, and a 41 million
cubic feet per day hydrogen plant.  If successful, the full
completed project would boost margins substantially.  With
insufficient cracking and hydrotreating capacity downstream from
the crude oil distillation tower, Bakersfield yields a low less
than 60% gasoline and diesel volume from its crude oil and
intermediate blendstock feed and a high over 40% of very low value
gas oil, fuel oil cutter, pet coke, and liquid petroleum gas.

The upgrade is designed to increase the gasoline and diesel yield
to somewhat over 90% of throughput by converting most of the
current 33% yield of high sulfur high nitrogen gas oil and fuel
oil cutter to the higher value products.  Consulting engineer
Turner, Mason & Company believes the project has the potential to
boost EBITDA by $150 million to over $200 million in markets
comparable to the 2005 through current period.  BWO's estimates
exceed Turner, Masons.  In the recent strong markets, Salt Lake
City generates roughly $110 million to $135 million in EBITDA,
assuming no scheduled or unscheduled downtime.

BWO's pro-forma peak debt would include the $400 million Term Loan
B and roughly $90 million (depending on cash flow and cash
distributions to FJI) of borrowings under BWO's unrated $200
million working capital secured bank revolver, supported by
approximately $311 million of members' equity.  Back-up liquidity
resides in the bank revolver.

Big West Oil., LLC and Flying J Inc. are headquartered in Ogden,
Utah. FJI operates one of the largest nationwide travel plaza
networks, in a joint venture with ConocoPhillips, and a rapidly
growing Canadian convenience store and gasoline retailing joint
venture with Shell Oil.


C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Services has assigned a Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Trust 2007-CB3, and
ratings ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans acquired by C-BASS. The
collateral was originated by Wilmington Finance Inc. (26%),
People's Choice Home Loan, Inc. (20%), and New Century Mortgage
Corporation (19%). No other originator has originated more than
10% of the 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, and a swap agreement. Moody's expects collateral losses to
range from 4.85% to 5.35%.

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

The complete rating actions are:

     C-BASS Mortgage Loan Trust 2007-CB3, C-BASS Mortgage Loan
     Asset-Backed Certificates Series 2007-CB3

        -- Class A-1, Assigned Aaa
        -- Class A-2, Assigned Aaa
        -- Class A-3, Assigned Aaa
        -- Class A-4, Assigned Aaa
        -- Class A-5, 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 B-1, Assigned Baa1
        -- Class B-2, Assigned Baa2
        -- Class B-3, Assigned Baa3
        -- Class B-4, Assigned Ba1


CARRINGTON MORTGAGE: Fitch Rates 2007 Class M-10 Notes at BB+
-------------------------------------------------------------
Fitch Ratings rates Carrington Mortgage Loan Trust, series 2007-
FRE1 certificates as:

     -- $733.9 million classes A-1, A-2, A-3, and A-4 'AAA';
     -- $58.5 million class M-1 'AA+';
     -- $40.4 million class M-2 'AA';
     -- $20.7 million class M-3 'AA-';
     -- $17.7 million class M-4 'A+';
     -- $16.7 million class M-5 'A';
     -- $15.1 million class M-6 'A-';
     -- $14.6 million class M-7 'BBB+';
     -- $13.6 million class M-8 'BBB';
     -- $12.6 million class M-9 'BBB-';
     -- $14.1 million class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 27.30%
total credit enhancement provided by the 5.80% class M-1, the
4.00% class M-2, the 2.05% class M-3, the 1.75% class M-4, the
1.65% class M-5, the 1.50% class M-6, the 1.45% class M-7, the
1.35% class M-8, the 1.25 % privately placed class M-9, the 1.40%
privately placed class M-10, and the overcollateralization.  The
initial and target OC is 5.10%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of EMC Mortgage Corporation (rated 'RPS1'
by Fitch) as servicer and Wells Fargo Bank, N.A. as trustee.

The collateral pool consists of 3,935 fixed and adjustable rate
mortgages. As of the closing date, the mortgage loans have an
aggregate balance of $1,009,443,457.62.  The weighted average loan
rate is approximately 8.103%.  The weighted average original term
to maturity is 359 months.  The average principal balance of the
mortgage loans as of the cut-off date is approximately $256,505.
The weighted average original loan-to-value ratio is 78.9% and the
weighted average borrower credit score was 608.  The properties
are primarily located in California (25.45%), New York (14.16%)
and Florida (10.85%).

Fremont Investment & Loan (FIL) is a California industrial bank
headquartered in Brea, California.  Fremont Investment & Loan
conducted business in 45 states and the District of Columbia and
its primary source of originations was through licensed mortgage
brokers. A recent regulatory filing disclosed that Fremont General
Corp., FIL, and FMT's wholly owned subsidiary, Fremont General
Credit Corp. will enter into a formal cease-and-desist order (C&D)
with the Federal Deposit Insurance Corp.  FMT also announced it
intends to exit the subprime residential lending business and is
engaged in discussions regarding sale of the business.


CCS EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
(Nikki)
Debtor:  CCS Equipment, Inc.
         1917 South 14th Street
         Union Gap P.O. Box 9974
         Yakima, WA 98909

Bankruptcy Case No.: 07-01160

Type of Business: The debtor manufactures fruit, grain
                  and vegetable grading, cleaning and sorting
                  of machines.

Chapter 11 Petition Date:  April 6, 2007

Court:  Eastern District of Washington (Spokane/Yakima)

Judge:  Judge Frank L Kurtz

Debtor's Counsel:  Metiner G Kimel, Esq.
                   Kimel Law Offices
                   1115 West Lincoln Avenue, Suite 105
                   Yakima, WA 98902
                   Tel:  (509) 452-1115
                   Fax:  (509) 452-1116

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------

GREEFA                                                 $353,707
Langstraat 12
Tricht, Netherlands
4196 JB

Internal Revenue Service                               $166,593
P.O. Box 21126
Philadelphia, PA
18114

G.P. Graders                                           $112,000
8-12 Gilby Road
Mt Waverly 3149,
Victoria/Australia

Larson Gross                                            $32,037

West Coast Metals                                       $26,794

American Steel                                          $25,921

FJARLI Foundation                                       $18,025

Alaskan Copper & Brass                                  $17,397

R H Brown Co.                                           $14,943

Banner Bank Leasing Yakima                               $9,485

Department of Labor & Industries                         $9,218

Columbia Electric Supply                                 $6,012

Wanatchee Quality Welding                                $4,827

Picatti Bros, Inc                                        $4,606

Cardinal Industrial Finishes                             $4,457

Grainger                                                 $4,203

Red Lion Hotel                                           $3,409

J & L Industrial Supply                                  $3,284

Pacific Power                                            $3,234

Power Motion                                             $3,073


CINEMARK INC: Posts $8.4 Mil. Net Income in Year Ended December 31
------------------------------------------------------------------
(SEC 10K\tcrla) - Melanie

Cinemark Inc. reported that its net income for the year ended
Dec. 31, 2006, was $8.4 million, as compared with net income of
$22.4 million for the year ended Dec. 31, 2005.  The decrease in
net income for the year ended Dec. 31, 2006, was primarily due to
goodwill impairment charges and increased interest expense.

Goodwill impairment charges were $13.6 million during the year
ended Dec. 31, 2006.  As a result of the Century acquisition,
total assets increased about $1.3 billion.  The company's interest
expense increased about $24.5 million during the year ended Dec.
31, 2006, primarily due to a new senior secured credit facility,
which was entered into to finance a portion of the purchase price
for the Century acquisition, payoff debt assumed in the Century
acquisition and payoff the company's former senior secured credit
facility.

During the year ended Dec. 31, 2006, the company completed a share
exchange with its newly formed parent, Cinemark Holdings, Inc.  As
a result of the share exchange, which occurred on Oct. 5, 2006,
the company was required to push down the accounting basis of its
stockholders as of the date of the share exchange, which resulted
in a higher basis than historically presented.  The company's
financial statements are reflective of its historical basis for
periods prior to the share exchange, referred to as predecessor,
and reflective of the new basis for periods subsequent to the
share exchange, referred to as successor.

Revenues increased to $1.2 billion for the year ended Dec. 31,
2006, from revenues of $1 billion for the year ended Dec. 31,
2005.  The increase was primarily related to a 7.6% increase in
attendance, a 10.2% increase in average ticket prices, and a
9.1% increase in concession revenues per patron, all of which were
favorably impacted by the acquisition of Century Theatres that was
completed on Oct. 5, 2006.

The company's operating income for the year ended Dec. 31, 2006,
was $137.3 million, as compared with operating income of
$118.9 million for the year ended Dec. 31, 2005.

The company's total assets increased about $747.5 million,
including $508.8 million of goodwill, as a result of the share
exchange.  It had $689.3 million in stockholders' equity,
resulting from $3.2 billion in total assets, $2.5 billion in total
liabilities and $16.6 million in minority interests as of Dec. 31,
2006.  Its Dec. 31, 2006 balance sheet also showed strained
liquidity with $206.4 million in total current assets available to
pay $230.8 million in total current liabilities.

During the year ended Dec. 31, 2006, the company opened 21
theatres with a total of 232 screens; and on Oct. 5, 2006, the
company completed its acquisition of Century Theatres, adding an
additional 77 theatres with 1,017 screens.  On Dec. 31, 2006, the
company's aggregate screen count was 4,488, with screens in the
U.S., Canada, Mexico, Argentina, Brazil, Chile, Ecuador, Peru,
Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Colombia.
As of Dec. 31, 2006, the company had signed commitments to open
17 new theatres with 227 screens during 2007.  It also had signed
commitments to open 11 new theatres with 155 screens subsequent to
2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd3

                        About Cinemark Inc.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 9, 2007, Moody's Investors Service placed the Secured Bank
Credit Facility Rating of Cinemark Inc.'s subsidiary, Cinemark USA
Inc., on review for possible downgrade following Cinemark USA's
disclosed tender offer for its 9% Senior Subordinated Notes.  The
bank credit facility is currently rated at Ba2.  Cinemark Inc.
carries Moody's B1 Corporate Family Rating and Positive Outlook.


CONSOLIDATED EMPLOYER MANAGEMENT: Case Summary & 24 Creditors
-------------------------------------------------------------
(Louie)
Lead Debtor: Consolidated Employer Management Solutions, Inc.
             P.O. Box 132
             Oriskany, NY 13424

Bankruptcy Case No.: 07-10992

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Coastal Employers, Inc.-- California       07-10994
      Coastal Employers, Inc.-- New York         07-10995

Type of Business: The Debtors are engaged in the temporary
                  staffing business.  See
                  http://www.coastalemployers.com/about.htm

Chapter 11 Petition Date: April 4, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtors' Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, L.L.P.
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Total Assets: $8,686,387

Total Debts:  $9,020,282

A. Consolidated Employer Management Solutions, Inc's Three Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Reinsurance Co. of America       insurance           $7,225,523
c/o Mr. James Kernan
1310 Utica Street
Oriskany, NY 13424

Internal Revenue Service         taxes               $1,099,855
P.O. Box 21126
Philadelphia, PA 19114

Employment Development Dept.     taxes                 $694,904
Bankruptcy Group M.I.C. 92E
P.O. Box 826880
Sacramento, CA 94280-0001

B. Coastal Employers, Inc.-- California's Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
AIG Insurance                                        $7,800,000
c/o James Hennessy
300 South Riverside Plaza,
Suite 2100
Chicago, IL 60606

Internal Revenue Service         payroll taxes       $6,970,663
10 Broad Street
Utica, NY 13501

Reinsurance Co. of America       workers             $3,950,612
c/o Mr. James Kernan             compensation
1310 Utica Street
Oriskany, NY 13424

E.D.D.                           payroll taxes       $1,300,515
3321 Power Inn Road
Sacramento, CA 95826

C. Coastal Employers, Inc.-- New York's 17 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
AIG Insurance                    workers            $15,074,425
c/o James Hennessy               compensation
300 South Riverside Plaza,       claims
Suite 2100
Chicago, IL 60606

ACE American Insurance Co.       insurance           $1,818,631
c/o Mr. Benjamin Hollensbee      premiums
525 West Monroe Street
Chicago, IL 60661

Internal Revenue Service         payroll taxes         $953,226
10 Broad Street
New York, NY 13501

E.D.D.                           payroll taxes         $547,473
3321 Power Inn Road
Sacramento, CA 95826

Robertson Ryan &                 brokerage fees        $174,000
Associates, Inc.

A.F.C.O. Premium Finance         insurance premium     $109,877
                                 financing

Summit Park, L.L.C.              landlord               $43,000

A-1 Credit Co.                   insurance premium      $14,638
                                 financing

The New Directions Group, Inc.   trade-debt             $12,422

Wells Fargo Bank                 credit card             $5,146
                                 purchases

Golden State Overnight           trade debt-mailing      $4,655
                                 services

Kaiser Permanents                health insurance        $3,315

Federal Express                  trade debt-mailing      $1,223
                                 services

Summit Software                  trade-debt              $1,200

Law Offices of Douglas Holmes    legal fees              $1,080

Global Crossing                  trade-debt              $1,000

AT&T                             telephone bills           $856


CYBERCARE INC: Chapter 11 Plan Proposes to Satisfy all Creditors
----------------------------------------------------------------
(Cecil)
Cybercare Inc. and its Debtor-affiliates have delivered a
disclosure statement describing its Chapter 11 Plan of
Reorganization to the U.S. Bankruptcy Court for the Middle
District of Florida.

                        Treatment of Claims

All Class 1 Priority Claims shall be paid in cash, in deferred
monthly payments over a period not exceeding six years from the
date of assessment on the first business day after Chapter 11 Plan
have been approved.

The Secured Class 2 Tax Claims will be paid in full when the Plan
is consummated.

Class 3 Secured Claim of Cast-Crete Corporation as DIP Lender with
respect to any Secured post-petition DIP Financing shall be paid
through the issuance of New Stock of Reorganized CyberCare.

Tang Entities' Classes 4 through 6, General Unsecured Claims will
get security interests in the Debtors' accounts receivable,
furniture, fixtures and equipment.

The Secured Claim of CC Fortune secured by the pledge of the
CyberTech Common Stock will be satisfied throughp: (a) the
transfer to of an 80% ownership interest in the Licensee of all of
CyberCare's and CyberTech's rights to the Technology and
Intellectual Property, and (b) the issuance of warrants to
purchase additional shares of New CyberCare Stock outside of North
America.

The Secured Claim of CC Fortune will be paid from the Outreach
Proceeds in accordance with the Outreach Stay Relief Order.

Judgment Lien Class 7 Creditors will receive the value of their
Secured Claims through the surrender of the tangible personal
property.

Allowed Unsecured Class 8(A) Claims against CyberCare will receive
a Pro Rata distribution of a number of shares of New Stock from
the Unsecured Stock Pool equal to the Holders of such Claims'
Unsecured Stock Pool Share.

Class 8(B) Unsecured Claims against CyberTech will receive New
CyberCare Stock.  The Tang Entities Unsecured Claims against
CyberTech shall be allowed in the aggregate amount of $12 million
and will receive New CyberCare Stock having a value of
$4 million.

Cast-Crete's Class 9 Unsecured Claim of will receive 100% shares
of the total New Stock in the Reorganized CyberTech issued under
the Plan.

No distributions will be made on account of Intercompany Class 10
Claims.

Holders of Allowed CyberCare Class 11 Equity Interests shall
receive a prorata distribution of New Stock from the Equity Stock
Pool.  The New Stock to be distributed to Class 11 Equity
Interests would otherwise be distributed to the DIP Lender and to
the Tang Entities as their Unsecured Stock Pool Share.

All Class 12 CyberTech Equity Interests will be surrendered and
cancelled.

                           Plan Funding

The Debtor will enter into an Exit Financing Facility with Cast-
Crete or a related entity.  Reorganized CyberCare intends to
utilize the proceeds of the Exit Financing Facility to
pay Administrative Expenses, fund obligations under the Plan and
provide Reorganized CyberCare with the working capital and
liquidity necessary to conduct its post-Confirmation operations.

After the Effective Date, Cast-Crete will transfer to CyberTech
such medical and healthcare related technology and Intellectual
Property, commonly known as the Vital Trust and Health Centrix
businesses and systems, in exchange for the issuance of additional
New Stock of CyberTech and/or debt.

On the Effective Date, Reorganized CyberCare shall be authorized
to issue up to 250 million shares of New Stock.  On the Effective
Date, Reorganized CyberCare will issue or be deemed to have issued
100 million shares of the New Stock.

After the Effective Date, Reorganized CyberCare also proposes to
issue additional New Stock or debt to fund the future
acquisitions, to satisfy the Exit Financing in whole or in part,
or for other business purposes.

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CYPRESSWOOD LAND: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
(Shimmy)
Alleged Debtor: Cypresswood Land Partners, I
                c/o Robert A. Zamorano
                319 Tynebridge Lane
                Houston, TX 77024

Case Number: 07-32437

Involuntary Petition Date: April 4, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Petitioner's Counsel: Vincent P. Slusher, Esq.
                      Beirne Maynard & Parsons, LLP
                      1700 Pacific Avenue, Suite 4400
                      Dallas, TX 75201
                      Tel: (214) 237-4314
                      Fax: (214) 237-4340

   Petitioner                    Nature of Claim      Claim Amount
   ----------                    ---------------      ------------
Stephen A. Morrow                Joint Venture             Unknown
13231 Champion Forest Drive,     Agreement dated
Suite 214                        8/2/2004 between
Houston, TX 77069                Stephen Morrow &
                                 Redwood Properties
                                 LLC


CYTOCORE INC: Sept. 30 Balance Sheet Upside-Down by $4.1 Million
----------------------------------------------------------------
Cytocore Inc.'s balance sheet at Dec. 31, 2006, showed
$1.2 million in total assets and $5.3 million in total
liabilities, resulting in a $4.1 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1.1 million in total current assets available to
pay $5.3 million in total current liabilities.

Cytocore Inc. reported a net loss of $1.3 million on net revenues
of $21,000 for the third quarter ended Sept. 30, 2006, compared
with a net loss of $2.4 million on net revenues of $24,000 for the
same period ended Sept. 30, 2005.

The decrease in net loss in the third quarter of 2006 resulted
from a reduction of interest expense of $2,201,000, partially
offset by the increase in selling, general and administrative
expenses of $1,248,000.  Of this increase, $982,000 resulted
primarily from the non-cash charge for warrants issued to officers
and directors of $725,000 and for warrants issued for professional
services of $256,000.  The remaining increase was due to increases
in R&D and SG&A expenses due to the company resuming operations.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1cd0

                       About Cytocore Inc.

CytoCore Inc. (OTC BB: CYCR) -- http://www.cytocoreinc.com/-- is
a publicly traded biotechnology company that is developing a
proteomic-based method of screening and diagnosis for endometrial
and cervical cancer.  The company's major product is called the
InPath(TM) System and is comprised of four distinct components:
the e Collector(TM), protein-based biochemical cocktails and Slide
Based Tests, the AIPS(TM) microscope platform, and a drug delivery
system for treating cervical lesions.


DELTA AIR: Moody's Puts Low-B Ratings on $2.5 Billion Exit Loan
---------------------------------------------------------------
Moody's Investors Service assigned new ratings to Delta Air Lines,
Inc. debt, including a B2 corporate family rating, a Ba2 (LGD2,
19%) on the first lien facilities, and a B2 (LGD3, 46%) on the
second lien facilities.  Moody's also assigned a Speculative Grade
Liquidity Assessment of SGL-2.  The outlook is stable.  Delta
expects to emerge from bankruptcy by the end of April 2007.

"With the cost reduction achieved through the bankruptcy
reorganization, the airline's extensive route network and
initiatives to realign capacity for improved profitability, Delta
is positioned to be an effective network carrier", according to
Moody's analyst George Godlin.  The restructuring has
significantly improved financial metrics.

Delta's operating costs following emergence from bankruptcy should
be among the lowest of the network carriers, and permit the
carrier to compete more effectively and better withstand ongoing
industry challenges.  Financial improvements through bankruptcy
are projected to exceed $3 billion on an annualized basis and are
likely to be sustainable.  However, Moody's notes that the average
age of Delta's fleet is more than 11 years, and the airline has
only approximately 60 narrow body aircraft scheduled for delivery
over the next several years.

Consequently, maintenance expense is likely to increase as these
aircraft age, and Delta is likely to incur significant capital
expenditures over time to address the re-fleeting issue.

Delta's plans to improve cash flow through revenue growth could be
more challenging, however.  Delta has a number of initiatives to
close the gap between its Revenue per Available Seat Mile and the
average RASM for other network carriers.  These include a focus on
more origination and destination traffic (rather than lower margin
connecting traffic), shifting capacity from domestic routes to the
higher yielding international destinations and better matching
aircraft gauge to route density.  The operating environment,
however, is expected to remain difficult given high fuel costs and
intense competition on domestic routes from other mainline
carriers as well as Low Cost Carriers.  In addition, other
carriers have been shifting capacity to international routes, and
the capacity could increase even more as the European carriers in
particular take advantage of direct access to more US destinations
under the open-skies legislation that is expected to become
effective during 2008.

The stable outlook reflects Moody's expectation that Delta's post-
emergence cost structure, revenue growth strategies and adequate
cash on hand will provide satisfactory flexibility to withstand
some of the near term competitive challenges in the industry.  In
addition, Delta should generate strong free cash flow over the
near term, which will steadily improve key credit metrics
including Retained Cash Flow to Debt, Debt to EBITDA and EBIT to
Interest.  Downward pressure on the ratings could occur if Delta's
EBITDA margin declines lower than 15%, or if Debt to EBITDA (using
Moody's standard adjustments) exceeds 7 times or EBIT to interest
expense (using Moody's standard adjustments) falls below 1 times.
Given rising fuel costs and medium term capital expenditures
associated with refleeting, Delta's ratings could come under
pressure if balance sheet liquidity or cash flow significantly
declines from anticipated levels.  The rating could be raised if
internally-generated cash flow is sufficient to sustain EBIT to
Interest (using Moody's standard adjustments) greater than 2 times
and Retained Cash Flow to Debt greater than 15%.

The SGL-2 Speculative Grade Liquidity Rating reflects the
expectation of good liquidity over the coming 12 months.  Delta is
likely to generate strong free cash flow over the near term and
steadily add to its cash balance upon emergence from bankruptcy.
Moody's expects Delta will remain in compliance with all of its
covenants in the near term. The SGL rating also reflects the
company's limited borrowing capacity, since substantially all of
Delta's assets that currently secure Delta's DIP facility also
currently serve as collateral for the post-emergence credit
facility.  Delta is expected to have approximately $2.8 billion in
balance sheet cash and equivalents upon emergence from bankruptcy
in April 2007.

Up to $2.5 billion in exit financing consists of a first-lien
revolving credit facility of $500 million, a first-lien term loan
facility of $1 billion, and a second-lien term loan of $1 billion.
These facilities will be guaranteed by Delta's direct and indirect
domestic subsidiaries and collateralized by security interests in
substantially all of Delta's assets that currently secure Delta's
DIP facility including aircraft, spare parts, route authorities,
real estate and unrestricted cash.  Proceeds from the new
financing will be used to repay approximately $2.0 billion of
Delta's DIP loans, with the remainder available for working
capital and general corporate purposes.

Assignments:

  Issuer: Delta Air Lines, Inc.

    Corporate Family Rating of B2

    Probability of Default Rating of B2

    First Lien Bank Revolving Credit Facility,
       Assigned a rating of Ba2, (LGD2, 19%)

    First Lien Term Loan, Assigned a rating of Ba2, (LGD2, 19%)

    Second Lien Term Loan, Assigned a rating of B2, (LGD3, 46%)

    Speculative Grade Liquidity Assessment of SGL-2.

Delta Air Lines, Inc., a major airline that provides scheduled
passenger service throughout North America, the Caribbean, Latin
America, Europe, Africa and Asia, is headquartered in Atlanta,
Georgia.


DVI MEDICAL: Fitch Cuts Ratings on Six Equipment Securitizations
----------------------------------------------------------------
Fitch Ratings cut its long-term and Distressed Recovery ratings
for these DVI transactions:

   DVI Receivables X L.L.C., series 1999-2

      -- Class A-4 notes downgraded to 'C/DR6' from 'CC/DR4';
      -- Class B, C, D and E notes remain at 'C/DR6'.

   DVI Receivables XI L.L.C., series 2000-1

      -- Class A-4 notes downgraded to 'CC/DR2' from 'CCC/DR1';
      -- Class B, C, D and E notes remain at 'C/DR6'.

   DVI Receivables XII L.L.C., series 2000-2

      -- Class A-4 notes remain at 'CCC/DR1';
      -- Class B notes remain at 'CC/DR4';
      -- Class C notes remain at 'CC/DR5';
      -- Class D notes downgraded to 'C/DR6' from 'CC/DR5';
      -- Class E notes remain at 'C/DR6'.

   DVI Receivables XIV L.L.C., Series 2001-1

      -- Class A-4 notes remain at 'CC/DR1';
      -- Class B notes remain at 'CC/DR4';
      -- Class C and D notes remain at 'CC/DR5';
      -- Class E notes remain at 'C'; DR lowered to 'DR6'
            from 'DR5'.

   DVI Receivables XVII L.L.C., Series 2002-1

      -- Class A-3a and A-3b notes remain at 'CCC'; DR
            lowered to 'DR4' from 'DR3';
     -- Class B, C, D, and E notes remain at 'C/DR6'.

   DVI Receivables XVIII L.L.C., Series 2002-2

      -- Class A-3a and A-3b notes remain at 'CCC/DR1';
      -- Class B notes remain at 'CC/DR4';
      -- Class C notes remain at 'CC/DR6';
      -- Class D notes downgraded to 'C/DR6' from 'CC/DR6';
      -- Class E notes remain at 'C/DR6'.

The ratings on these DVI transactions remain unchanged:

   DVI Receivables VIII L.L.C., Series 1999-1

      -- Class C notes remain at 'C/DR6';
      -- Class D notes remain at 'C/DR6';
      -- Class E notes remain at 'C/DR6'.

   DVI Receivables XVI L.L.C., Series 2001-2

      -- Class A-3 notes remain at 'CC/DR2';
      -- Class A-4 notes remain at 'CC/DR2';
      -- Class B notes remain at 'C/DR6';
      -- Class C notes remain at 'C/DR6';
      -- Class D notes remain at 'C/DR6';
      -- Class E notes remain at 'C/DR6'.

DVI Receivables XIX L.L.C., Series 2003-1

      -- Class A-3a notes remain at 'CCC/DR2';
      -- Class A-3b notes remain at 'CCC/DR2';
      -- Class B notes remain at 'C/DR6';
      -- Class C-1 notes remain at 'C/DR6';
      -- Class C-2 notes remain at 'C/DR6';
      -- Class D-1 notes remain at 'C/DR6';
      -- Class D-2 notes remain at 'C/DR6';
      -- Class E-1 notes remain at 'C/DR6';
      -- Class E-2 notes remain at 'C/DR6'.

Fitch's actions are based on continued loan performance
deterioration as reflected in the servicer reports for the period
ending Feb. 28, 2007.  Since last review on Jan. 16, 2007, Fitch
noted additional losses in six of the transactions, as well as an
increasing accumulation of interest shortfalls in four of the
transactions.  Furthermore, various contracts have been
restructured over a longer amortization period, effectively
reducing the amount of cash available to the noteholders on a
monthly basis.  Using assumptions consistent with historical DVI
securitization performance, Fitch ran a series of cash flow runs
for each transaction to determine the appropriate rating
movements, if any.

Fitch has had discussions with U.S. Bancorp Portfolio Services,
which replaced DVI, Inc. as servicer for each of the
securitizations under the terms of each transaction's Contribution
and Servicing Agreement in February 2004.  Since taking over
servicing duties, USBPS has been successful in working out and
realizing recoveries on previously defaulted contracts.

Fitch will continue to closely monitor performance of the
transactions, will have regular contact with USBPS, and may raise,
lower or withdraw ratings as appropriate.


EASI FINANCE: Moody's Puts Low-B Ratings on Class B-7 to B-9 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings to approximately
$24 million of Class B3, Class B4, Class B5, Class B6, Class B7,
Class B8 and Class B9 certificates issued in by EASI Finance
Limited Partnership 2007-1 Synthetic Transaction.

The synthetic securitization is backed by a $4 billion reference
portfolio E*Trade Bank, originated adjustable-rate (61%) and
fixed-rate (39%) prime quality Jumbo and conforming-balance
mortgage loans held by E*Trade Bank.

The ratings are based primarily on the credit quality of the loans
and on the loss coverage for each rated tranche.

Moody's expects losses on the reference portfolio to range from
0.15% to 0.25%.

The complete rating actions are:

Issuer: EASI Finance Limited Partnership 2007-1
Co-Issuer: EASI Finance DE Corporation 2007-1

     EASI Synthetic Investment Notes, Series 2007-1

         Class B-3, Assigned A2
         Class B-4, Assigned A3
         Class B-5, Assigned Baa2
         Class B-6, Assigned Baa3
         Class B-7, Assigned Ba1
         Class B-8, Assigned Ba2
         Class B-9, Assigned Ba3


ENTRAVISION COMMS: Good Performance Cues S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Entravision Communications Corp. to positive from stable.  At the
same time, Standard & Poor's affirmed its 'B+' long-term corporate
credit rating on the company.  The Santa Monica, Calif.-based
Spanish-language media company had $497.8 million of total debt
outstanding as of Dec. 31, 2006.

"The outlook revision reflects the company's strong operating
performance relative to the industry, solid liquidity position,
and maintenance of lower leverage even after aggressive share
buybacks and continued acquisitions in2006," said Standard &
Poor's credit analyst Michael Altberg.

The rating on Entravision reflects the company's high debt levels,
intensifying Spanish-language media competition, and the potential
for advertising volatility.  These factors are only partially
offset by Entravision's long-term strategic relationship with
shareholder Univision Communications Inc. (B/Negative/--),
broadcasting's good margin potential and discretionary cash flow-
generating capabilities, and resilient station asset values.


ERNEST WEHMAN: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
(Shimmy)
Debtors: Ernest William Wehman, Jr.
         Janie Raye Wehman
         1416 West Goodwin Street
         Pleasanton, TX 78064

Bankruptcy Case No.: 07-50862

Chapter 11 Petition Date: April 3, 2007

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtors' Counsel: Robert L. Barrows, Esq.
                  Warren Drugan & Barrows, P.C.
                  800 Broadway
                  San Antonio, TX 78215
                  Tel: (210) 226-4131

Total Assets: $1,242,818

Total Debts:  $2,512,779

Debtors' Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
U.S. Small Business                Deed of Trust         $800,000
Administration                                           Secured:
Building 2, Suite 200                                     $48,390
17319 San Pedro Avenue                                 Unsecured:
San Antonio, TX 78232                                    $751,610

Prinsburg State Bank                                     $536,000
508 3rd Street                                           Secured:
P.O. Box 38                                               $76,000
Prinsburg, MN 56281-0038                               Unsecured:
                                                         $460,000

Jo Ann McFarland                   Loan                  $100,000
1014 Harvey Street
Pleasanton, TX 78064

State Bank                         Loan                   $95,000

                                   Deed of Trust          $71,300
                                                         Secured:
                                                          $20,910
                                                       Unsecured:
                                                          $50,390

First National Bank of             Deficiency             $25,000
George West

Wells Fargo Bank                   Deficiency             $23,798


FIRST FRANKLIN: Moody's Junks Rating on Two Certificate Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded eight certificates from
two deals issued in 2003 by First Franklin Mortgage Loan Trust.
The transactions are backed by first-lien fixed and adjustable-
rate subprime mortgage loans.  The rating actions reflect Moody's
view of the projected losses versus remaining credit enhancement
provided to the various tranches of these deals by subordination,
overcollateralization and excess spread.

Both deals have seen rapid deterioration to overcollateralization
(OC) in recent months.  OC for Series 2003-FFH1 was completely
depleted in February, and the junior-most Class B was fully
written down due to losses in the March distribution period, at
which time losses were also first realized by Class M-6.  Losses
are eventually expected to reach the Class M-5; timing for this
depends on the pace of liquidations and losses to the deal.
OC available to Series 2003-FFH2 deteriorated to $0.35mm in the
most recent reporting period, and losses are expected to cause
writedowns to Class B in coming months.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust

  Downgrade:

    -- Series 2003-FFH1, Class. M-3, downgraded to Baa2 from A3;
    -- Series 2003-FFH1, Class. M-4, downgraded to B2 from Baa1;
    -- Series 2003-FFH1, Class. M-5, downgraded to Caa3 from Baa3;
    -- Series 2003-FFH1, Class. M-6, downgraded to C from B1;
    -- Series 2003-FFH2, Class. M-4, downgraded to Baa3 from Baa1;
    -- Series 2003-FFH2, Class. M-5, downgraded to B2 from Baa2;
    -- Series 2003-FFH2, Class. M-6, downgraded to Caa3 from Baa3;
    -- Series 2003-FFH2, Class. B, downgraded to C from Ba2.


FORD CREDIT: Fitch Ups Rating on 33 & Upgrades 11 ABS Classes
-------------------------------------------------------------
Fitch Ratings has affirmed 33 classes and upgraded 11 classes of 7
Ford Credit Auto Owner Trust asset-backed transactions, as
follows:

   Series 2004-A

      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes affirmed at 'AAA';
      -- Class C notes upgraded to 'AAA' from 'AA';
      -- Class D notes upgraded to 'AA' from 'A'.

   Series 2005-A

      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes upgraded to 'AAA' from 'AA';
      -- Class C notes upgraded to 'AA' from 'A';
      -- Class D notes upgraded to 'A' from 'BBB+';

   Series 2005-B

      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes upgraded to 'AAA' from 'AA';
      -- Class C notes upgraded to 'AA' from 'A-';
      -- Class D notes upgraded to 'BBB+' from BB+'.

   Series 2005-C

      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes upgraded to 'AA' from 'A';
      -- Class C notes upgraded to 'A' from 'BBB+';
      -- Class D notes upgraded to 'BBB' from 'BB+'.

   Series 2006-A

      -- Class A-2A notes affirmed at 'AAA';
      -- Class A-2B notes affirmed at 'AAA';
      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes upgraded to 'AA' from 'A';
      -- Class C notes upgraded to 'A' from 'BBB+';
      -- Class D notes upgraded to 'BBB' from 'BB+'.

   Series 2006-B

      -- Class A-1 notes affirmed at 'F1+';
      -- Class A-2A notes affirmed at 'AAA';
      -- Class A-2B notes affirmed at 'AAA';
      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4 notes affirmed at 'AAA';
      -- Class B notes affirmed at 'A';
      -- Class C notes affirmed at 'BBB+';
      -- Class D notes affirmed at 'BB+'.

   Series 2006-C

      -- Class A-1 notes affirmed at 'F1+';
      -- Class A-2A notes affirmed at 'AAA';
      -- Class A-2B notes affirmed at 'AAA';
      -- Class A-3 notes affirmed at 'AAA';
      -- Class A-4A notes affirmed at 'AAA';
      -- Class A-4B notes affirmed at 'AAA';
      -- Class B notes affirmed at 'A';
      -- Class C notes affirmed at 'BBB+';
      -- Class D notes affirmed at 'BB+'.

The rating upgrades are a result of increased available credit
enhancement in excess of expected remaining losses.  Under the
credit enhancement structure, the bonds can now withstand stress
scenarios consistent with the upgraded ratings and still make full
and timely payments of principal and interest.


G.R. DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
(Louie)
Debtor: G.R. Development, Inc.
        8350 South Kyrene, Suite 112
        Tempe, AZ 85284

Bankruptcy Case No.: 07-01470

Chapter 11 Petition Date: April 4, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Michael W. McGrath, Esq.
                  Mesch, Clark & Rothschild, P.C.
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: (520) 624-8886

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Nutraceutical                    open account          $225,000
P.O. Box 12850
Ogden, UT 84412-2850

Now Foods                        open account           $81,528
395 Glen Ellyn Road
Bloomingdale, IL 60108

Threshold Enterpises, Ltd.       open account           $58,793
23 Janis Way
Scotts Valley, CA 95056

Eas Ross Products Division       open account           $57,422

Reliance                         open account           $50,000

Nature's Plus                    open account           $43,837

Optimum Nutrition                open account           $42,039

Irwin Naturals                   open account           $38,155

Enzymatic Therapy                open account           $32,698

Country Life                     open account           $29,467

New Chapter                      open account           $20,452

Barlean's                        open account           $20,000

Garden of Life                   open account           $16,891

Super Nutrition                  open account           $12,489

Cintas                           open account           $12,000

Renew Life                       open account            $9,046

Carlson Laboratories, Inc.       open account            $9,046

Vital Pharmaceuticals, VPX       open account            $8,375

Jarrow Formulas                  open account            $7,572

Jay Robb                         open account            $8,780


GAYLORD ENT: Planned Sale of Bass Pro Stake Cues S&P's Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Gaylord
Entertainment Co., including the 'B' corporate credit rating, on
CreditWatch with positive implications following the announcement
by Gaylord on April 3 that it has entered into an agreement to
sell its equity stake in Bass Pro Group LLC to Bass Pro for
$222 million.

The sale is expected to close in the June 2007 quarter.  Gaylord
is expected to use the Bass Pro sale proceeds to fund its hotel
expansion plans.  The CreditWatch listing reflects Standard &
Poor's expectation that borrowings to fund Gaylord's capital
spending will be lower than previously expected, and that credit
measures could improve over the next few years and be sustained at
levels consistent with higher ratings.

As of December 2006, Gaylord has spent $262 million of a projected
total of $870 million, which incorporates cost overruns, to build
Gaylord National Resort and Convention Center near Washington D.C.
Gaylord is expected to use its new $1 billion credit facility to
fund expansions, including remaining spending to develop Gaylord
National, although a lower amount of borrowings would be needed
following the sale of Bass Pro.  In addition, Standard & Poor's
currently expects that Gaylord National would have a strong
opening, which is currently estimated to be in April 2008.  Total
lease-adjusted debt to EBITDA was just more than 6x at December
2006. Leverage is expected to spike in 2007and decline after the
Gaylord National opening.

"We will resolve the CreditWatch listing after our review of
Gaylord's expected financial profile following the Bass Pro sale,"
said Standard & Poor's credit analyst Emile Courtney.  "We will
incorporate a review of future expansion plans at the company's
existing Gaylord Opryland hotel and a potential new development in
Chula Vista, Calif."


GMACM MORTGAGE: S&P Holds Low-B Ratings on 29 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services today affirmed its ratings on
221 classes of certificates from 29 series issued by GMACM
Mortgage Loan Trust.

The affirmations reflect the stable performance of the collateral
backing the transactions. Current and projected credit support is
sufficient at the current rating levels.  While these deals have
seasoned between 11 and 48 months, delinquencies and losses have
been relatively low as of the March 2007 distribution period.
This shelf consists primarily of prime jumbo deals.

However, it also includes one ReREMIC, three Alt-A, and three
document-deficient transactions.  Credit support for the prime and
Alt-A transactions is provided strictly by subordination, while
the scratch-and-dent document-deficient transactions are supported
by subordination, excess interest, and overcollateralization
(O/C).  The ReREMIC transaction (series 2004-JR1) is supported by
the underlying certificates (rated 'AAA') from the 2003-J8
transaction.

Three of these transactions do not have any delinquencies, while
eight remain free of serious delinquencies.  Total delinquencies
for the remaining deals range from 0.73% (series 2003-J6) to 9.43%
(series 2005-AF2), and serious delinquencies (90-plus days,
foreclosures, and REO) range from 0.07%(series 2005-AR5) to 3.66%
(series 2005-AF2) of the current respective principal balances.
Cumulative losses remain low for this shelf, and 17 deals have not
realized any losses to date. Cumulative realized losses for the
remaining deals range from 0.01% (series 2004-AR2) to 0.51%
(series 2003-GH1) of the original respective principal balances.
Nine of the 12 deals that have incurred losses have cumulative
loss percentages of less than six basis points.

Overall, performance remains positive for all of the transactions.
The collateral consists primarily of fixed-, adjustable-rate
first-lien mortgage loans secured by one- to four-family
residential properties.

                       Ratings Affirmed

   GMACM Mortgage Loan Trust

      Series    Class                            Rating
      ------    -----                            ------
      2003-J1   A-2, A-3, A-4, A-5, A-6, A-8     AAA
      2003-J1   A-9, A-10, PO, IO                AAA
      2003-J2   A-2, A-7, A-8, A-9, PO, IO       AAA
      2003-GH1  A-3, A-4, A-5                    AAA
      2003-GH1  M-1                              AA
      2003-GH1  M-2                              A
      2003-GH1  B                                BBB
      2003-J3   A-1, A-2, PO, IO                 AAA
      2003-J4   1-A-1, 2-A-1, 3-A-1, IO          AAA
      2003-J4   M-1                              AA
      2003-J4   M-2                              A
      2003-J4   M-3                              BBB
      2003-J4   B-1                              BB
      2003-J4   B-2                              B
      2003-AR1  A-3, A-4, A-5, A-6, X            AAA
      2003-AR1  M-1                              AA
      2003-AR1  M-2                              A
      2003-AR1  M-3                              BBB
      2003-AR1  B-1                              BB
      2003-AR1  B-2                              B
      2003-J5   A-1, A-2, A-3, IO                AAA
      2003-J5   M-1                              AA
      2003-J5   M-2                              A
      2003-J5   M-3                              BBB
      2003-J5   B-1                              BB
      2003-J5   B-2                              B
      2003-J6   A-1, A-2, A-3, A-4, A-5, A-6     AAA
      2003-J6   A-7, A-8, A-9, PO, IO            AAA
      2003-J6   M-1                              AA
      2003-J6   M-2                              A
      2003-J6   M-3                              BBB
      2003-J6   B-1                              BB
      2003-J6   B-2                              B
      2003-J7   A-1, A-2, A-3, A-4, A-5, A-6     AAA
      2003-J7   A-7, A-8, A-9, A-10, PO, IO      AAA
      2003-J7   M-1                              AA
      2003-J7   M-2                              A
      2003-J7   M-3                              BBB
      2003-J7   B-1                              BB
      2003-J7   B-2                              B
      2003-AR2  A-I-1, A-II-1, A-II-2, A-II-3    AAA
      2003-AR2  A-II-4, A-III-1, A-III-3         AAA
      2003-AR2  A-III-4, A-III-5, A-IV-1         AAA
      2003-AR2  X-II, X-III                      AAA
      2003-AR2  M-1                              AA
      2003-AR2  M-2                              A
      2003-AR2  M-3                              BBB
      2003-AR2  B-1                              BB
      2003-AR2  B-2                              B
      2003-J8   A, PO, IO                        AAA
      2003-GH2  A-2, A-3, A-4                    AAA
      2003-GH2  M-1                              AA
      2003-GH2  M-2                              A
      2003-GH2  B                                BBB
      2003-J10  A-1, A-2, A-3, PO, IO            AAA
      2003-J10  M-1                              AA
      2003-J10  M-2                              A
      2003-J10  M-3                              BBB
      2003-J10  B-1                              BB
      2003-J10  B-2                              B
      2003-JR1  A-1, A-2, A-3, A-4, A-5, A-6     AAA
      2003-JR1  A-7, A-8, A-9, A-10, A-11        AAA
      2003-JR1  A-12, A-13                       AAA
      2003-AR1  I-1-A, I-2-A, I-3-A, I-4-A       AAA
      2003-AR1  II-1-A, II-2-A, II-3-A, II-4-A   AAA
      2003-AR1  I-M-1, II-M-1                    AA
      2003-AR1  I-M-2, II-M-2                    A
      2003-AR1  I-M-3, II-M-3                    BBB
      2003-AR1  I-B-1, II-B-1                    BB
      2003-AR1  I-B-2, II-B-2                    B
      2004-AR2  1-A, 2-A, 3-A, 4-A               AAA
      2004-AR2  5-A-I, 5-A-II                    AAA
      2004-AR2  M-1                              AA
      2004-AR2  M-2                              A
      2004-AR2  M-3                              BBB
      2004-AR2  B-1                              BB
      2004-AR2  B-2                              B
      2004-GH1  A-2, A-3, A-4, A-5, A-6          AAA
      2004-GH1  M-1                              AA
      2004-GH1  M-2                              A
      2004-GH1  B                                BBB

      2005-AR1  1-A-1, 1-A-2, 1-A-3, 2-A, 3-A    AAA
      2005-AR1  4-A, 5-A                         AAA
      2005-AR1  M-1                              AA
      2005-AR1  M-2                              A
      2005-AR1  M-3                              BBB
      2005-AR1  B-1                              BB
      2005-AR1  B-2                              B
      2005-AR2  1-A, 2-A, 3-A, 4-A               AAA
      2005-AR2  M-1                              AA
      2005-AR2  M-2                              A
      2005-AR2  M-3                              BBB
      2005-AR2  B-1                              BB
      2005-AR2  B-2                              B
      2005-AA1  1-A-1, 2-A-1, 2-A-2              AAA
      2005-AA1  M-1                              AA
      2005-AA1  M-2                              A
      2005-AA1  M-3                              BBB
      2005-AA1  B-1                              BB
      2005-AA1  B-2                              B
      2005-AR3  1-A, 2-A-1, 2-A-2, 3-A-1         AAA
      2005-AR3  3-A-2, 3-A-3, 3-A-4, 4-A-1       AAA
      2005-AR3  4-A-2, 4-A-3, 4-A-5, 5-A-1       AAA
      2005-AR3  5-A-2                            AAA
      2005-AR3  M-1                              AA
      2005-AR3  M-2                              A
      2005-AR3  M-3                              BBB
      2005-AR3  B-1                              BB
      2005-AR3  B-2                              B
      2005-AR4  1-A, 2-A-1, 2-A-2, 3-A-1         AAA
      2005-AR4  3-A-2, 4-A-1, 4-A-2, 5-A-1       AAA
      2005-AR4  5-A-2, R                         AAA
      2005-AR4  M-1                              AA
      2005-AR4  M-2                              A
      2005-AR4  M-3                              BBB
      2005-AR4  B-1                              BB
      2005-AR4  B-2                              B
      2005-AF1  A-1, A-2, A-3, A-4, A-5, A-6     AAA
      2005-AF1  A-7, A-8, A-9, A-11, A-12        AAA
      2005-AF1  A-13, PO, IO                     AAA
      2005-AR5  1-A-1, 1-A-2, 2-A-1, 2-A-2       AAA
      2005-AR5  3-A-1, 3-A-2, 4-A-1, 4-A-2       AAA
      2005-AR5  5-A-1, R                         AAA
      2005-AR5  B-2                              B
      2005-AR6  1-A-1, 1-A-2, 2-A-1, 2-A-2       AAA
      2005-AR6  3-A-1, 3-A-2, 4-A-1, 4-A-2       AAA
      2005-AR6  R                                AAA
      2005-AR6  M-1                              AA
      2005-AR6  M-2                              A
      2005-AR6  M-3                              BBB
      2005-AR6  B-1                              BB
      2005-AR6  B-2                              B
      2005-AF2  A-1, A-2, PO, IO, R              AAA
      2005-AF2  M-1                              AA
      2005-AF2  M-2                              A
      2005-AF2  M-3                              BBB
      2005-AF2  B-1                              BB
      2005-AF2  B-2                              B
      2006-AR1  1-A-1, 1-A-2, 2-A-1, 2-A-2       AAA
      2006-AR1  3-A-1, 3-A-2, R                  AAA
      2006-AR1  M-1                              AA
      2006-AR1  M-2                              A
      2006-AR1  M-3                              BBB
      2006-AR1  B-1                              BB
      2006-AR1  B-2                              B
      2006-J1   A-1, A-2, A-3, A-4, A-6, A-7     AAA
      2006-J1   PO, IO, R                        AAA
      2006-AR2  1-A-1, 1-A-2, 2-A-1, 2-A-2       AAA
      2006-AR2  3-A-1, 3-A-2, 4-A-1, 4-A-2       AAA
      2006-AR2  5-A-1A, 5-A-1B, 5-A-2, R         AAA
      2006-AR2  M-1                              AA
      2006-AR2  M-2                              A
      2006-AR2  M-3                              BBB
      2006-AR2  B-1                              BB
      2006-AR2  B-2                              B


GOODYEAR TIRE: Sale Engineering Biz Cues Fitch's Positive Outlook
-----------------------------------------------------------------
Fitch Ratings has affirmed ratings for:

   The Goodyear Tire & Rubber Company:

     -- Issuer Default Rating 'B';
     -- $1.5 billion first-lien credit facility 'BB/RR1';
     -- $1.2 billion second-lien term loan 'BB/RR1';
     -- $300 million third-lien term loan 'B/RR4';
     -- $650 million third-lien senior secured notes 'B/RR4';
     -- Senior unsecured debt 'CCC+/RR6'.

   Goodyear Dunlop Tires Europe B.V.

     -- EUR505 million European secured credit facilities 'BB/RR1'

Fitch also revised the Rating Outlook to Positive from Stable.

GT had approximately $7.2 billion of debt outstanding at Dec. 31,
2006 prior to the paydown of bank loans in January.

The revision of the rating outlook to Positive follows GT's
announcement in March 2007 that it had reached an agreement to
sell the Engineered Products business for $1.475 billion.  The
company has indicated that it will use part of the proceeds to
reduce debt although specific plans have not yet been announced.
An eventual upgrade of GT's ratings would be dependent on the
amount of debt paid down, improvement in demand for replacement
tires in North America, and GT's ability to realize anticipated
improvements in its cost structure, particularly in North America.
GT has also stated that it may consider issuing equity that would
further support its long-term plan to reduce leverage.

Rating concerns include raw material costs, competitive pricing in
certain international markets, and substantial cash requirements
for capital expenditures, pension contributions, and working
capital requirements to rebuild inventory following the labor
strike that was resolved at the end of 2006.  In addition, under
the terms of its contract with the USW, GT plans to fund a
Voluntary Employees' Beneficiary Association (VEBA) trust for
$1 billion, of which up to $300 million may be funded by stock.
Operating profit in 2006 was significantly affected by strike
costs of approximately $361 million in 2006, and GT estimates
additional strike-related costs in 2007 will be an additional
$205 million-$240 million.

These concerns could eventually be mitigated by improvements in
GT's free cash flow related to the planned closure of the Tyler,
Texas plant in 2008 and the company's forecast for a decline in
pension contributions after 2007.  In addition, interest expense
can be expected to decline as GT reduces debt, and GT estimates it
will realize annual cash savings of $145 million from the transfer
of OPEB liabilities to the VEBA trust.

GT is currently in the process of amending and extending its bank
facilities for similar amounts under improved terms.  The
facilities include a $1.5 billion first-lien revolver (new
maturity in 2013), a $1.2 billion second-lien term loan (new
maturity in 2014), and GDTE's EUR505 million first-lien credit
facilities (new maturity in 2012).  GT's third-lien bank term loan
is not being amended.  The bank facilities are expected to be
completed in April 2007.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


GRAHAM PACKAGING: Fitch Cuts Rating on Sr. Sec. Facility to B
-------------------------------------------------------------
Fitch Ratings has downgraded Graham Packaging Company, L.P.'s
senior secured first-lien credit facility to 'B/RR3' from
'B+/RR2'.  Ratings on the senior secured second-lien facility were
withdrawn.  In addition, Fitch affirmed these ratings on Graham
and its subsidiary GPC Capital Corp. I:

   -- Issuer default rating 'B-';
   -- Senior unsecured notes 'CCC+/RR5';
   -- Senior subordinated notes 'CCC/RR6'.

The Rating Outlook is Stable.  Approximately $2.5 billion of debt
is covered by the ratings.

On April 3, 2007, Graham announced fiscal 2006 results and the
arrangement of new term loans through a third amendment under its
2004 credit agreement.  The new loans increase the existing senior
secured first-lien term loan B by $305 million from $1,570 million
to $1,875 million.  Proceeds were used to pay off $250 million of
the second-lien term loan C, pay down $50 million of the revolver,
and $5 million of associated fees and expenses.

The downgrade of the senior secured credit facility reflects
Fitch's expectations for reduced recovery prospects in a
distressed scenario given the additional $300 million of first-
lien financing which reduces the anticipated recovery rate for
this class to the 'RR3' category (51%-70% recovery) from the 'RR2'
category (71%-90% recovery).  Although total secured debt
outstanding does not change materially, and leverage through the
bank debt remains in the mid-4 times(x) multiple range, the risk
to the first-lien class has changed given the larger amounts
outstanding and no significant change in estimated estate value
available for distribution in a distressed scenario.  The lower
recovery prospects and reduced junior debt outstanding as cushion
are key considerations.

There are a few modest positives for the company stemming from the
new financing.  The new covenant package is somewhat less
restrictive and reduces the likelihood the company will trip
covenants.  The interest coverage test was eliminated, the total
leverage ratio test was changed to a net senior leverage ratio
test, and the mandatory prepayment clause was waived for fiscal
2006. Graham anticipates annual savings of more than $5 million in
interest expense by paying off the term loan C.  While the revised
covenants provide Graham with greater flexibility, from a
creditor's perspective there are fewer protections under the new
terms, further justifying the one-notch downgrade.

Graham's current ratings reflect leading market shares across its
product categories, strong customer relationships, on-site
integration with many customers, investment in proprietary
technology, and favorable product packaging trends toward
plastics.

Rating concerns include high leverage, typically negative free
cash flow, resin price volatility, customer concentration, the
risk of customer vertical integration, and moderate or declining
sales growth in three out of four product categories.

The Stable Outlook reflects the relatively steady demand in
Graham's key end markets, including the food and beverage markets.
The Outlook benefits from Graham's positive free cash generation
in 2006.

Graham's 2006 results trended lower than expected.  Although
revenue grew 1.9% with system wide container unit volumes up 3.7%,
gross margin continued to contract, falling 50 basis points year-
over-year to 10.9%.  While gross profit was positively impacted by
volume growth, raw material inflation and price erosion offset
these gains.  Loss of pricing power and continued margin erosion
are key concerns that will be monitored going forward.

Favorably, the company reported positive free cash flow in 2006 of
$72.4 million versus negative $137.6 million prior year, as
capital spending was reduced by nearly $70 million and working
capital was a $104 million source of funds compared to a $55
million use prior year.

The EBITDA calculation used in determining covenant compliance
includes significant adjustments for non-recurring items, project
start-up costs, and certain costs related to acquisition
integration.  For fiscal 2006 the company reported covenant
compliance EBITDA of $418.2 million yielding senior net leverage
of about 4.5x compared to the new requirement of 5.5x under the
revised credit agreement.  Total gross leverage was 6.1x at year-
end.

Fitch estimates liquidity as of December 31, 2006, adjusted for
the amended credit agreement, of about $260 million, consisting of
$13 million in cash and an estimated $246 million in revolver
availability.  Debt maturities are modest in the next several
years.

Graham Packaging Company, L.P., an operating company, is a leading
manufacturer of plastic packaging and containers.  Graham and its
subsidiary, GPC Capital Corp. I, are co-issuers and co-obligors on
all outstanding debt.  Graham is owned by Graham Packaging
Holdings, a private holding company whose primary asset is its
100% direct ownership of Graham.  Holdings is a guarantor on all
indebtedness.  Holdings is in turn majority owned by The
Blackstone Group.


HM RIVERGROUP: S&P Affirms B- Corp. Credit Ratings & Ends Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its ratings,
including the 'B-' corporate credit ratings, on HM Rivergroup PLC
and its subsidiary, Riverdeep Interactive Learning USA Inc., and
removed them from CreditWatch.  The ratings were originally placed
on CreditWatch with negative implications on March 2, 2007,based
on concerns about a possible delay in filing these financial
statements.

"We based our affirmation on the company's releasing audited
financial statements for its two predecessor companies," said
Standard & Poor's credit analyst Hal F. Diamond.

The company filed its statements on April 2, 2007, for the fiscal
period ended Dec. 21, 2006.

The outlook is stable.

Consolidated total debt and preferred stock at Dec. 31, 2006,
totaled roughly $3.5 billion.  The ratings on Dublin, Ireland-
based HM Rivergroup reflect heightened financial risk resulting
from the company's December 2006 leveraged acquisition of Houghton
Mifflin Holding Co. Inc.  Standard & Poor's is also concerned
about the deterioration in the combined group's credit measures
and about challenges that may arise in integrating the two
businesses. These concerns are somewhat mitigated by the company's
good business positions in the educational publishing industry.


INTERACTIVE MOTORSPORTS: Posts $3.8 Mil. Equity Deficit in 2006
---------------------------------------------------------------
(SEC 10K) - Melanie

Interactive Motorsports & Entertainment Corp. reported that as of
Dec. 31, 2006, the company had $1.9 million in total assets and
$5.8 million in total liabilities, resulting to $3.9 million in
total shareholders' deficit.

The company had a $598,154 net loss on $5.4 million total revenues
for the year ended Dec. 31, 2006, as compared with $1.1 million
net loss on $4.8 million total revenues for the year ended Dec.
31, 2005.  During the year 2006, revenues consisted of company
owned store revenues of $1.9 million, revenue shares of $383,523,
leasing revenues of $69,667, sales of simulator systems of
$2.8 million, and special events sales of $217,010.  Total cost of
sales in 2006 totaled $1.3 million, down from total cost of sales
of $547,234 in 2005.

Current assets totaled $726,018 at Dec. 31, 2006, as compared with
$868,703 on Dec. 31, 2005.  Current liabilities totaled
$3.8 million on Dec. 31, 2006, as compared with $3.9 million on
Dec. 31, 2005.  As such, these amounts represent an overall
decrease in working capital of $111,511 from Dec. 31, 2005.  The
company had $9.4 million in accumulated deficit as of Dec. 31,
2006.

The company had $216,323 in cash as of Dec. 31, 2006, as compared
with $353,180 at Dec. 31, 2005, a decrease of $136,857.  This
decrease in cash for the year 2006 relates principally to the pay
down of invoices to vendors in the second half of 2006.

At Dec. 31, 2006, the company had balances of $96,000 on the 2004
Note Payable, $1.8 million on the 2004 Race Car Simulator
Corporation borrowing, and $122,500 on the 2005 Agreement.  The
company amortizes the RCS Borrowing and recognizes the associated
revenue over the five-year period of the borrowing.  It decreased
the RCS Borrowing by $408,382 and $305,407 in 2006 and 2005,
respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd1

                   About Interactive Motorsports

Headquartered in Indianapolis, Indiana, Interactive Motorsports &
Entertainment Corp. (OTCBB: IMTS) through its wholly owned
subsidiary, Perfect Line Inc., engages in the ownership and
operation of NASCAR Silicon Motor Speedway racing centers in the
U.S.  It operates three NASCAR Silicon Motor Speedway stores that
offer NASCAR-branded entertainment products.  The company also has
revenue share agreements with third parties allowing them to use
its NASCAR racing simulators and software, as well as sells and
leases simulators and licenses software to third parties.  It owns
and operates revenue share racing centers in malls, family
entertainment centers, amusement parks, casinos, and auto malls.


JAMES RIVER COAL: Moody's Junks Ratings & Says Outlook is Negative
------------------------------------------------------------------
Moody's Investors Service lowered James River Coal Company's
corporate family rating to Caa3 from Caa2 and its senior unsecured
rating to Ca from Caa3 (LGD5, 75%).  At the same time, Moody's
assigned a negative outlook and affirmed the SGL-4 speculative
grade liquidity rating, indicating weak liquidity.

The downgrade and negative outlook were prompted by Moody's belief
that the poor geologic and operating conditions at the company's
mines will result in ongoing challenges to meet production
targets, which, in combination with escalating costs and soft coal
prices in Central Appalachia, will contribute to a continuation of
poor earnings and negative free cash flow.  The lowering of the
rating and outlook also reflect James River's weak liquidity, and
Moody's belief that the company will most likely require covenant
relief as early as the June 2006 quarter end to maintain access to
its $35 million revolving credit facility.  The covenants
governing the company's new credit agreements are very tight, and
Moody's is concerned that James River will fall short of the
minimum required EBITDA targets at the end of the second, third,
and fourth quarters of this year.  Moody's anticipates that over
the course of the next nine months the company's internally
generated cash and cash on hand ($20 million at February 28, 2007)
will be insufficient to cover interest payments, working capital
and capex.  Without continued revolver availability, Moody's
believes it will be very difficult for James River to continue its
operations as a going concern absent the supplementation of
liquidity with the outright sale of coal assets.

Ratings downgraded are:

   -- Corporate Family Rating, to Caa3 from Caa2
   -- Probability of Default Rating, to Caa3 from Caa2
   -- $150 million 9.375% Senior Unsecured Notes due 2012, to Ca
      (LGD5, 75%) from Caa3

Outlook action:

   -- Changed to negative from ratings under review for possible
      downgrade

Moody's last rating action on James River was, in February 2007,
to lower its corporate family rating to Caa2 from Caa1, lower its
senior unsecured rating to Caa3 from Caa2, and commence a review
for possible further downgrade.

James River Coal Company, based in Richmond Virginia, is engaged
in the mining and marketing of steam and industrial coal and had
revenues in 2006 of $565 million.


LONE STAR: Moody's Upgrades Rating on Senior Unsecured Bond
-----------------------------------------------------------
Moody's Investors Service changed Dyckerhoff's issuer rating and
the rating of the guaranteed bond issued by its US subsidiary Lone
Star Industries from Ba1 to Baa3.  The outlook for both ratings is
positive.  At the same time, Moody's has upgraded the short term
rating for Dyckerhoff AG from Not Prime to P-3 and has withdrawn
Dyckerhoff's corporate family rating and Lone Star's LGD rating.

The rating change reflects:

    (1) Dyckerhoff's further improved operating results in 2006
        and Moody's expectation that the improved results will be
        sustainable,

    (2) its further improved adjusted leverage ratio in the
        financial year 2006 which includes Moody's adjustment for
        the 100% guarantee of Lone Star's outstanding bond,
        although Lone Star's cash flows are only consolidated
        proportionally with 48.5%; however, Lone Star has also
        provided a EUR160 million guarantee on a senior basis to
        Dyckerhoff, thereby making available its cash flow to
        creditors of Dyckerhoff;

    (3) the general potential for high free cash flows due to
        flexible maintenance capex requirements,

    (4) the expectation of an ongoing solid construction industry
        in Germany combined with a continuing stable pricing
        structure,

    (5) the company's advantageous position in some of the
        strongest growing economies in Eastern Europe, namely
        Poland, the Czech Republic, Ukraine and Russia, as well
        as its participation in RC Lone Star, a US cement
        manufacturer, jointly owned with its parent Buzzi Unicem,

    (6) the profile of Dyckerhoff's parent company Buzzi Unicem
        SpA, which, in Moody's view, continues to provide
        additional credit strength to that of Dyckerhoff.

The rating, however, also takes into account:

    (A) the company's small size compared to its competitors,

    (B) limited regional diversification with high vulnerability
        in the event of a serious and long lasting downturn in
        one of its major markets, and

    (C) considerable weighting of the profitable US assets, which
        are consolidated proportionally with the 48.5%
        shareholding, on the group's overall performance,
        exacerbated by the group's complex structure.

When calculating Dyckerhoff's debt ratios, Moody's has not
included the proportional amount of the private placements of its
indirect US subsidiary RC (EUR 269 million), as this obligation is
on-lent to and fully guaranteed by Buzzi Unicem

Upgrades:

  Issuer: Dyckerhoff AG

    -- Issuer Rating, Upgraded to a range of Baa3 to P-3 from a
       range of Ba1 to NP

    -- Senior Unsecured Commercial Paper, Upgraded to P-3 from NP

  Issuer: Lone Star Industries Inc.

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

Withdrawals:

  Issuer: Dyckerhoff AG

    -- Corporate Family Rating, Withdrawn, previously rated Ba1

  Issuer: Lone Star Industries Inc.

    -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
       previously rated 50 - LGD4

Headquartered in Wiesbaden, Germany, Dyckerhoff AG is an
established cement producer. It is among the market leaders
domestically, in Europe and is also represented in the US via its
48.5% owned subsidiary RC Lonestar. The Group's sales for 2006
amounted to EUR 1.4 billion. Dyckerhoff is majority-owned by
Italian cement producer BuzziUnicem.


MARYLAND ECONOMIC: Moody's Lowers Rating on Housing Bonds to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating to B2 from B1
on the Maryland Economic Development Corporation's Senior Student
Housing Revenue Bonds (University of Maryland, Baltimore Project),
Series 2003A.  Approximately $33.85 million of the original $34.40
million remains outstanding.

The downgrade reflects the likelihood that the debt service
reserve fund may continue to be tapped over the short term to meet
debt service, and the expectation that the project will continue
to perform below underwriting expectations in the next few years.
This is notwithstanding the near 100% current physical occupancy
and positive steps taken by the University, the new property
manager and the owner to reverse the negative cash flow that the
project has experienced over the past two fiscal years.  The
rating outlook has been revised to stable reflecting the new
rating level.

Credit Strengths:

   -- The willingness by the University to provide the project
      with limited resources to prevent further draws on the
      reserves in an effort to give the project more time to
      stabilize.

   -- The new property manager, Capstone Management Corp., with
      experience nationally and in the State of Maryland in
      privatized student housing, has taken positive steps to
      rebuild the project's reputation and relationships with
      each school within the University, as reflected by near
      100% occupancy for the current fiscal year. Additionally,
      Capstone's management fee is subordinated to debt service.

   -- Strong oversight by MEDCO, as both issuer for the bonds and
      owner of the project.

   -- As confirmed by recent site visit by Moody's, the project
      is constructed beautifully and centrally located in close
      proximity to several of the graduate schools within the
      University.

Credit Challenges:

   -- The debt service reserve fund currently remains under-
      funded following the withdrawal of approximately $480,000
      for October 1, 2006 debt service payment.

   -- In order to achieve financial stability, the property
      manager is implementing 7% average annual rent increases
      over the next several years despite of newly constructed
      apartments coming online in downtown Baltimore.

   -- Absence of a long-term financial or legal commitment from
      the University, the University System of Maryland, or the
      State of Maryland.

Recent Developments/Results:

Since Moody's rating action last March, the project withdrew
approximately $480,000 from its debt service reserve fund to make
the October 1, 2006 debt service payment.  The reserve fund
remains under-funded and it is our expectation that the project
will not be able to replenish the fund in the near term and may
continue to access it to meet debt service coverage.  The project
did not tap the reserve fund on April 1, 2007 to meet interest-
only debt service.  Based on un-audited operating statements for
the first six months of the current fiscal year and reports from
the owner, the project is generating revenues at the expected
level per the 2007 budget, and either at or below the budget
levels with regards to operating expenses.  The new property
manager at the renamed Fayette Square now lives at the facility
and the management office remains on-site.  The physical
appearance of the housing is nice and appealing as verified by a
recent Moody's site visit.  Occupancy for Fall 2006 and Spring
2007 is reported to be 99% and 98% respectively, a significant
increase from 71% at the end of the last fiscal year.
Nevertheless, to achieve higher occupancy, MEDCO and Capstone
decided to maintain the rents at previous levels this year, which
levels were already lower than what was necessary to meet
underwriting projections.  MEDCO and Capstone feel confident that
residents desiring to live at Fayette Square will be able to
absorb rent increases despite competition off-campus, and they
implemented rent increases of 7% on average starting in fiscal
year 2008 and plan to implement similar rate increases the
following year.  In spite of these positive steps taken by MEDCO,
the University and Capstone, we believe that the economics of the
project remain weak given the substantial declines in financial
performance of the last two years and the deficiencies in both the
debt service reserve fund and the repair and replacement reserve
fund.

Outlook

The rating outlook over the course of the next 18 months is stable
given the rating downgrade to B2.

What could change the rating - UP

   -- A substantial increase in debt service coverage and
      stabilized occupancy.

   -- Replenished reserves.

What could change the rating - DOWN

   -- An ongoing depletion of debt service reserves.


MANNA CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
(Nikki)
Debtor: Manna Construction Corporation
        601 Williams Street
        Mooresville, NC 28115

Bankruptcy Case No.: 07-50297

Chapter 11 Petition Date: April 4, 2007

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor has no unsecured creditors who are not insiders.


MERRILL LYNCH: S&P Junks Rating on Series 2004-SL1 Class B-3 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-3 certificates from Merrill Lynch Mortgage Investors Trust
Series 2004-SL1 to 'CCC' from 'B'.  Concurrently, the rating was
removed from CreditWatch, where it was placed with negative
implications on Aug. 22, 2006.  At the same time, the ratings on
the remaining classes from this transaction were affirmed.

The lowered rating reflects actual and projected credit support
that is insufficient to maintain a 'B' rating. The reduced credit
support is due to realized losses that have continually eroded
overcollateralization.  As of the March 2007 distribution date,
overcollateralization was below its target balance of $12,506,281
by approximately 92%. Serious delinquencies (90-plusdays,
foreclosure, and REO) represent 9.91% of the current pool balance,
and cumulative realized losses represent 6.00% of the original
pool balance.

The rating on class B-3 was removed from CreditWatch negative
because it was lowered to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.

The collateral supporting this transaction consists of closed-end,
fixed-rate mortgages secured by second liens on residential
properties.

Rating Lowered and Removed from Creditwatch Negative

Merrill Lynch Mortgage Investors Trust Series 2004-SL1

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

Ratings Affirmed

Merrill Lynch Mortgage Investors Trust Series 2004-SL1

     Class  Rating
     -----  ------
     S      AAA
     B-1    BBB
     B-2    BBB-


MORGAN STANLEY: Moody's May Downgrade 8 New Century Loan Deals
--------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade fourteen tranches from eight deals originated by New
Century Mortgage Corporation in 2001, 2002, and 2003.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, subprime mortgage loans.

The certificates have been placed on review for possible downgrade
based upon recent and expected pool losses and the resulting
erosion of credit support.  Overcollateralization amounts in all
of the transactions are currently below their floors and pipeline
losses are likely to cause further erosion of the
overcollateralization, which could put pressure on the subordinate
tranches.  Furthermore, existing credit enhancement levels may be
low given the current projected losses on the underlying pools.

Complete rating actions are:

   Issuer: Asset Backed Securities Corporation
           Home Equity Loan Trust

      -- Series 2001-HE1, Class B, current rating Ba1, under
         review for possible downgrade

   Issuer: Morgan Stanley Dean Witter Capital I Inc.

      -- Series 2001-NC3, Class B-1, current rating Ba1, under
         review for possible downgrade

      -- Series 2002-NC2, Class B-1, current rating Ba1, under
         review for possible downgrade

      -- Series 2002-NC4, Class M-2, current rating Aa2, under
         review for possible downgrade

      -- Series 2002-NC4, Class B-1, current rating Baa3, under
         review for possible downgrade

      -- Series 2002-NC4, Class B-2, current rating B1, under
         review for possible downgrade

      -- Series 2003-NC2, Class B-1, current rating Baa2, under
         review for possible downgrade

      -- Series 2003-NC2, Class B-2, current rating Baa3, under
         review for possible downgrade

   Issuer: Morgan Stanley Capital I Inc.

      -- Series 2003-NC4, Class B-2, current rating Baa2, under
         review for possible downgrade

      -- Series 2003-NC4, Class B-3, current rating Baa3, under
         review for possible downgrade

   Issuer: New Century Home Equity Loan Trust

     -- Series 2003-2, Class M-3, current rating Baa2, under
        review for possible downgrade

     -- Series 2003-2, Class M-4, current rating Baa3, under
        review for possible downgrade

     -- Series 2003-3, Class M-5, current rating Baa2, under
        review for possible downgrade

     -- Series 2003-3, Class M-6, current rating Baa3, under
        review for possible downgrade


MORGAN STANLEY: Moody's Junks Rating on 2002-AM1 Class B-1 Certs.
-----------------------------------------------------------------
Moody's Investors Service has downgraded one class of certificates
issued by Morgan Stanley Dean Witter Capital I Inc Trust in 2002.
The action is based on an analysis of credit enhancement provided
by subordination, overcollateralization and excess spread relative
to expected losses.  The transaction is backed by first-lien
adjustable-rate subprime mortgage loans.

The complete rating action is:

   Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust

      Downgrade:

         Series 2002-AM1, Class. B-1, downgraded to Caa2 from B3.


NORD RESOURCES: Losses Cue Mayer Hoffman's Going Concern Doubt
--------------------------------------------------------------
(SEC 10K) - Melanie

Mayer Hoffman McCann PC, in Denver, raised substantial doubt about
Nord Resources Corporation's ability to continue as a going
concern citing significant operating losses after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The company incurred a net loss of $6.3 million and
$3.1 million during the years ended Dec. 31, 2006, and 2005,
respectively.

For the years ended Dec. 31, 2006, and 2005 the company did not
generate any revenues.  Total other income were $935,097 and
$90,418 for the years 2006 and 2005, respectively.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $3.7 million and total liabilities of $10.2 million,
resulting to total stockholders' deficit of $6.6 million.
Accumulated deficit as of Dec. 31, 2006, was $92.5 million.  The
company held $1 million in cash and cash equivalents as of
Dec. 31, 2006.  The company anticipates that its current cash to
be adequate to cover care and maintenance activities at the
Johnson Camp Mine through November 2007, assuming that it is
successful in obtaining extensions of, or refinancing, its
outstanding indebtedness beyond their current maturities.

The company's December 31 balance sheet also showed strained
liquidity with $1 million in total current assets available to pay
$10 million in total current liabilities.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd7

                      About Nord Resources

Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is an emerging copper
producer, which controls a 100% interest in the Johnson Camp SX-EW
copper project in Arizona.  Nord's near term objective is to
resume mining and leaching operations at the Johnson Camp mine,
which has been on care and maintenance status since August 2003.
Nord has decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.


PALM DRIVE HEALTH CARE DISTRICT: Case Summary & XX Creditors
------------------------------------------------------------
(Louie)
Debtor: Palm Drive Health Care District
        dba Palm Drive Hospital
        501 Petaluma Avenue
        Sebastopol, CA 95472

Bankruptcy Case No.: 07-10388

Type of Business: The Debtor owns and operates the Palm Drive
                  Hospital.  See http://www.palmdrivehospital.com/

Chapter 11 Petition Date: April 5, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David J. Heaslett, Esq.
                  P.O. Box 340
                  Graeagle, CA 96103
                  Tel: (916) 836-4625

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's XX Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Pharmacare                       trade debt            $476,289
77 East Sontera Boulevard,
Suite 300
San Antonio, TX 78258

Shawndra Simpson                 loan to district      $200,000
290 Frey Road
Santa Rosa, CA 95409

H.R.G., Inc.                     trade debt            $123,580
120 South First Avenue,
Suite 200
Sandpoint, ID 83864

H.F.S. Consultants               trade debt            $106,378

Travel Nurse Solutions           trade debt            $104,110

Anethesia/Anelgesia Medical      trade debt             $74,500
Group

Physiotherapy Association        trade debt             $70,466

Heldsburg District Hospital      trade debt             $67,848

PG&E                             utilities              $67,446

Spectron                                                $65,249

Beyers, Costin Case              attorney fees          $61,475

Owens & Minor                    trade debt             $60,915

Maxim Healthcare Staffing        trade debt             $58,908

Olympus Financial                trade debt             $54,724

Aureus Nursing Service                                  $51,344

Onward Healthcare Staffing                              $47,380

Fisher Healthcare                trade debt             $43,262

G.E. Medical Systems             trade debt             $43,018

Neighborcare                                            $42,882

American Nursing Services                               $40,117


PALM DRIVE: S&P Junks Rating on Parcel Tax Revenue Bonds
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'C' from
'B' on Palm Drive Health Care District, Calif.'s parcel tax
revenue bonds series 2005 and GO bonds series 2000.

"The rating action reflects the district board's vote to file for
bankruptcy protection under Chapter 9," said Standard & Poor's
credit analyst Misty Newland.  "The ratings remain on CreditWatch
with negative implications, reflecting the uncertainties
surrounding the situation and regarding the district's ability to
meet debt service requirements."

The next payments are due on Aug. 1 for the GO bonds and Oct. 1
for the parcel tax bonds.  Standard & Poor's also has no
information on whether funds are or will be available for debt
service payment.  In similar situations, Standard & Poor's has
been unable to receive legal comfort on the status and
availability of the parcel taxes for bond holders in a bankruptcy
filing.


QUEST TRUST: S&P Cuts Ratings on Two Classes & Retains Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Class
M-5 from Quest Trust's series 2004-X2 and Class M-7 from Quest
Trust's series 2004-X2.  Both ratings remain on CreditWatch, where
they were placed with negative implications Jan. 19, 2007.

In addition, the ratings on Class M-4 from series 2004-X2 and
Class M-6 from series 2004-X3 were placed on CreditWatch negative.
Furthermore, the remaining ratings from both transactions were
affirmed

The lowered ratings and CreditWatch placements reflect excessive
realized losses that have continuously reduced
overcollateralization.  During the previous six remittance
periods, realized losses have outpaced excess spread by
approximately $271,834 for series 2004-X2 and $397,600 for series
2004-X3.  The failure of excess spread to cover monthly losses has
resulted in an erosion of O/C.  As of the March 2007 distribution
date, O/C was below its target balance by approximately 45% for
series 2004-X2 and 52% for series 2004-X3.  For series 2004-X2,
cumulative realized losses represent 4.46% of the original pool
balance, while severely delinquent loans (90-plus days,
foreclosure, and REO) represent 22.58% of the current pool
balance.  For series 2004-X3, cumulative realized losses represent
3.59% of the original pool balance, while severely delinquent
loans represent 18.87% of the current pool balance.

Standard & Poor's will continue to monitor the performance of
these transactions.  If realized losses continue to outpace excess
interest, and the level of O/C continues to decline, we will take
further negative rating actions.  Conversely, if realized losses
no longer outpace monthly excess interest, and O/C rebuilds
towards its target balance, we 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 support for these transactions is provided through a
combination of subordination, excess spread, and O/C.  The pools
initially consisted of performing, reperforming, conventional,
subprime, fixed- and adjustable-rate mortgage loans.  The mortgage
loans are secured primarily by first liens on one- to four-family
residential properties.

Ratings Lowered and Remaining on Creditwatch Negative

     Quest Trust

                                  Rating
     Series   Class          To              From
     ------   -----          --              ----
     2004-X2  M-5       BB/Watch Neg    BBB-/Watch Neg
     2004-X3  M-7       B/Watch Neg     BB/Watch Neg

Ratings Placed on Creditwatch Negative

     Quest Trust

                                  Rating
     Series   Class          To              From
     ------   -----          --              ----
     2004-X2 M-4        BBB/Watch Neg        BBB
     2004-X3 M-6        BB+/Watch Neg        BB+

Ratings Affirmed

     Quest Trust

     Series  Class                 Rating
     ------  -----                 ------
     2004-X2 A                     AAA
     2004-X2 M-1                   AA
     2004-X2 M-2                   A
     2004-X2 M-3                   BBB+
     2004-X3 A-1, A-2, A-3, A-4    AAA
     2004-X3 M-1                   AA
     2004-X3 M-2                   A
     2004-X3 M-3                   BBB+
     2004-X3 M-4                   BBB
     2004-X3 M-5                   BBB


RECYCLED PAPER: Covenant Problems Spur Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Recycled Paper Greetings,
Inc.'s corporate family rating to B3 from B2, and lowered the
ratings of the company's first and second lien senior secured
credit facilities.  The ratings were also placed under review for
possible downgrade.  The downgrade was prompted by weaker than
expected operating performance, and the fact that RPG violated the
financial covenants governing its first and second lien credit
agreements for the quarter ended January 26, 2007.

Additionally, the company has not sought a waiver, and thus,
currently does not have access to its $20 million revolving credit
facility.  RPG has initiated discussions with its lenders to
negotiate a new amendment, which the company plans to complete in
the short-term.  Moody's understands that RPG is currently
operating with a small cash balance that will support interim
operating needs until a new amendment is approved by lenders.

Ratings Downgraded:

     -- Corporate family rating, to B3 from B2;

     -- Probability-of-default rating, to B3 from B2;

     -- $20 million first lien senior secured revolving credit
        facility due 2010, to B1 from Ba3 (LGD3, 30%);

     -- $117.75 million first lien senior secured term loan due
        2011, to B1 from Ba3 (LGD3, 30%);

     -- $79.55 million second lien senior secured term loan due
        2012, to Caa2 from Caa1 (LGD5, 85%).

Moody's review will focus on:

     (1) RPG's ability to secure an amendment to its credit
         facilities and meet the April 30th interest payment due
         under these facilities;

     (2) its ability to comply with any revised financial
         covenants and maintain adequate financial flexibility;

     (3) its ability to reverse a recent decline in operating
         performance;

     (4) the prospects for future debt reduction given its high
         interest expense and material slotting fees paid to its
         largest retail customers; and 5) its ability to grow the
         business in light of weaker than anticipated sales
         growth to date.

Recycled Paper Greetings, Inc., based in Chicago, IL, designs,
manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.


RECYCLED PAPER: Covenant Breach Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on Chicago, Ill.-based Recycled Paper Greetings
Inc. on CreditWatch with negative implications, meaning that the
ratings could be lowered or affirmed following the completion of
our review.  Total debt outstanding at the company was about
$197.3 million as of Jan. 26, 2007.

"The CreditWatch placement reflects the company's violation of its
total leverage, first-lien leverage, interest coverage, and fixed
charge covenants on its bank credit agreements," said Standard &
Poor's credit analyst Bea Chiem.  Liquidity is very limited as the
company does not have access to its $20 million revolver, and has
minimal cash.  Additionally, RPG has a $5.5 million interest
payment due April 30, 2007.  RPG is currently seeking a waiver and
amendment.

"We will monitor RPG's ability to obtain a waiver and amend its
financial covenants, and its ability to restore liquidity to meet
its near-term interest payment requirement," said Ms. Chiem.
Standard & Poor's will review the company's operating and
financial plans before resolving the CreditWatch listing.


REMINGTON ARMS: Cerberus Deal Prompts S&P to Watch CCC+ Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CCC+' corporate credit rating, on Remington Arms Co. Inc. on
CreditWatch with positive implications, based on improving
business operations.  Separately, Remington announced that an
affiliate of Cerberus Capital Management L.P. will acquire
Remington for about $370 million.

Firearms and ammunition manufacturer Remington's revenue and
EBITDA increased by 8.6% and 28.5% year-over-year, respectively,
driven by successive price increases.

"Although these price increases were defensive in nature to offset
higher raw-material costs, and customers' tolerance for ongoing
price hikes is considerably uncertain, Remington has been able to
recoup some of these costs and modestly improve its profitability
to closer-to-historical levels," said Standard & Poor's credit
analyst Andy Liu. "Most importantly, Remington was able to
generate very modest positive free cash flow."
In resolving the CreditWatch listing, Standard & Poor's will
evaluate the company's new capital structure once it has been
determined. We currently believe that the acquisition will add no
incremental debt to Remington's highly leveraged capital
structure.


RGIS HOLDINGS: Moody's Rates $575 Million Senior Loans at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned new ratings to RGIS Holdings,
LLC in connection with the sale of a majority share of RGIS'
equity to The Blackstone Group and GS Mezzanine Partners.

Moody's assigned these proposed ratings:

     -- $75 million senior secured revolving credit facility
        due 2013, rated Ba3 (LGD3, 30%)

     -- $500 million senior secured term loan due 2014,
        rated Ba3 (LGD3, 30%)

     -- Corporate Family Rating, rated B2

     -- Probability of Default Rating, Rated B2

Moody's will withdraw the following ratings upon close of the
proposed facilities:

     -- $90 million senior secured first lien revolving
        credit facility due 2011, rated B2 (LGD3, 33%)

     -- $310 million senior secured first lien term loan
        due 2013, rated B2 (LGD3, 33%)

Moody's said that it expects to withdraw RGIS's existing debt
ratings in connection with the refinancing of this debt upon
closing of the sale. The proceeds from this new indebtedness will
be utilized to retire the existing preferred equity (including the
accrued, payment-in-kind dividend accretion), repay existing
senior bank debt and pay transaction fees and expenses.

The assignment of a B2 Corporate Family rating primarily reflects
the following factors: 1) high leverage; 2) modest free cash flow;
and 3) weak interest coverage resulting from the re-leveraging of
the company's balance sheet to effect the sale of a controlling
interest in the company to The Blackstone Group and GS Mezzanine
Partners.

Factors that serve to mitigate the above concerns include the
company's leading market share as the largest outsourced inventory
verification provider in the U.S., the company's solid customer
retention rate, its highly variable cost structure and its solid
new business win rate.

The stable ratings outlook reflects Moody's expectation that RGIS
will continue to drive top-line revenue growth through the
development of new business with existing clients and through the
seasoning of its international beachheads with the latter in a
controlled and disciplined manner.  Moody's also anticipates that
the company will continue to report stronger gross and EBITDA
margins as a result of across-the-board technology upgrades in its
U.S. operations as well as improving economies of scale in its
international operations.

The ratings could be downgraded if the company loses key customer
relationships or encounters difficulties in improving its EBITDA
margins through the implementation of various cost savings and
productivity initiatives, the recent roll-out of its next
generation audit technology and the maturation of its
international operations, resulting in a deterioration of free
cash flow to adjusted debt to under 3% on a sustained basis.
RGIS' ratings could also come under pressure if the company
embarks upon a major acquisition, accelerates its international
expansion beyond plan or pays a significant dividend, thereby
increasing total debt to EBITDA above 7.5 times on a sustained
basis.  Conversely, the ratings could come under upward pressure
in the event that adjusted free cash flow to adjusted debt
improves to a range of 5% to 10% or if adjusted debt to EBITDA
declines below 5.5 times on a sustained basis.

For more details, please refer to the Credit Opinion dated April
5, 2007 on Moodys.com

Headquartered in Auburn Hills, Michigan, RGIS is the leading
supplier of inventory services for retailers, warehouses, and
distributors. Revenues for the fiscal year ended December 31, 2006
equaled $620 million.


SABRE HOLDINGS: Moody's Junks Rating on $800 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating for Sabre
Holdings' existing $800 million senior unsecured notes to Caa1
from Baa3 and assigned a B1 first time rating to Sabre Inc.'s
first lien senior secured credit facilities ($3.0 billion term
loan and $500 million revolver).

Concurrently, Moody's assigned to Sabre a first time corporate
family rating of B2 and a stable rating outlook.

The downgrade of the existing notes and assignment of the new
ratings reflect the company's significant increase in financial
leverage following the March 30, 2006 closing of the company's
acquisition by Silver Lake Partners and Texas Pacific Group.  The
downgrade concludes a review for possible downgrade initiated in
December 2006 on the company's take private announcement.  The
acquisition is valued at approximately $5.4 billion, including the
assumption of approximately $800 million senior unsecured notes.

The B2 corporate family rating reflects the significant increase
in financial leverage, with $2.8 billion of additional debt from
the take private transaction.  The rating also reflects the
company's leading position in the global distribution system and
online travel processing markets.  The company's size, as measured
by its pretax income, and returns, as measured by its returns on
assets, are similar to business services peers rated B2,
supportive of the overall B2 corporate family rating.  The
company's financial leverage, as measured by the ratios of debt to
EBITDA and free cash flow to debt, and interest coverage, as
measured by EBIT to interest expense, are similar to business
services peers rated B2, supportive of the overall B2 corporate
family rating.  The company's business profile, as measured by its
client, product, and geographic concentrations are similar to
business services peers rated B3, unsupportive of the overall B2
corporate family rating.  For further information, please refer to
Moody's credit opinion for Sabre.

The stable rating outlook reflects Moody's expectation that the
company will continue to generate strong GDS business operating
cash flow, will adhere to debt reduction, and will generate cost
savings such that the company's ratio of debt to EBITDA subsides
to below 6.0x subsequent to March 2008.  The stable rating outlook
also reflects Moody's expectation that the financial performance
of Travelocity (Sabre's online consumer travel processing
business) will continue to improve.

What Could Change the Rating -- Up

Sabre's B2 rating could experience upward rating pressure if the
company were to continue to demonstrate further organic revenue
and earnings growth and lower financial leverage, such that its
financial leverage, as measured by the ratio of debt to EBITDA
adjusted for leases, were to be contained to less than 5.5 times.

What Could Change the Rating -- Down

Sabre's rating could experience downward rating pressure if air
travel bookings by GDS means were to decline faster than current
levels (approximate low single digit or less annual percentage
declines), or the company were to be unable to achieve sufficient
cost savings such that, subsequent to March 2008, the company's
ratio of debt to EBITDA (adjusted for leases) were to approach or
exceed 6.6 times.

Ratings assigned:

     -- B2 Corporate Family Rating

     -- $3.015 billion Sabre Inc. Senior Secured Term Loan
        facility due 2014, B1, LGD 3, 36%

     -- $500 million Sabre Inc. Senior Secured Revolving Credit
        Facility due 2013, B1, LGD 3, 36%

Ratings downgraded:

     -- $400 million Sabre Holdings Senior Unsecured Notes due
        August 2011, to Caa1, LGD 5, 88%

     -- $400 million Sabre Holdings Senior Unsecured Notes due
        March 2016, to Caa1, LGD 5, 88%

Headquartered in Southlake, Texas, Sabre is a leading worldwide
travel services processor.


SANDY'S PRODUCE: Case Summary & seven Largest Unsecured Creditors
------------------------------------------------------
(Nikki)
Debtor: Sandy's Produce Market & Vitamins, LLC
        12171 Katy Freeway
        Houston, TX 77079

Bankruptcy Case No.:   07-32428

Type of Business: The Debtor sells organic goods
                  and specializes in produce and products
                  for vegetarian and low-carb lifestyles.

Chapter 11 Petition Date: April 4,2007

Court:   Southern District of Texas (Houston)

Judge:  Jeff Bohm

Debtor's Counsel:  Barbara Mincey Rogers, Esq.
                   Rogers, Anderson & Bensey
                   PLLC 2200 North Loop West, Suite 310
                   Houston, TX 77018
                   Tel: (713) 957-0100
                   Fax: (713) 957-0105

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
Capital One                   Goods and Services        $22,834
P.O. Box 34631
Seattle, WA 98124-1631

Enzymatic Therapy             Goods and services        $18,188
825 Challenger Drive
Green Bay, WI 54303

Now Natural                   Goods and services        $17,103
395 South Glen Road
Bloomingdale, IL 60108

Third Coast Produce           Goods and services        $15,844
3145 Produce Row
Houston, TX 77023

Duncan Coffee                 Goods and Services        $13,743
8955 Clarkcrest
Houston, TX 77063

Champion Electric Services    Electric service          $13,219
PO Box 4190
Houston, TX 77210-4190

DRDA, Certified Public        Goods and services        $11,275
Accountants
2525 Bay Area Boulevard #460
Houston, TX 77058


SEARS HOLDINGS: Earns $1.5 Billion in Year Ended February 3, 2007
-----------------------------------------------------------------
(SEC 10K) - Melanie

Sears Holdings Corp. earned $1.5 billion on $53 billion total
revenues for the year ended Feb. 3, 2007, versus $858 million net
income on $49.1 billion total revenues for the comparable year
ended Jan. 28, 2006.

The company generated $53 billion in merchandise sales and
services and zero credit and financial products revenues in 2006,
versus $48.9 billion in merchandise sales and services and
$231 million in credit and financial products revenues in the
prior year.  The increase in fiscal 2006 revenues, as compared
to reported revenues for fiscal 2005, was primarily due to the
inclusion of Sears for the entire year in fiscal 2006 and, to a
lesser degree, the inclusion of an additional week of sales in
fiscal 2006.

As of Feb. 3, 2007, the company listed $30.1 billion in total
assets and $17.4 billion in total liabilities, resulting to
$12.7 billion in total shareholders' equity.

The company had cash and cash equivalents of $4 billion at
Feb. 3, 2007 as compared to $4.4 billion at Jan. 28, 2006.  The
decline in cash and cash equivalents from Jan. 28, 2006, was
primarily attributable to share repurchases of $816 million,
debt repayments, net of new borrowings of $434 million, capital
expenditures of $513 million, and cash used in the acquisition of
additional interests in Sears Canada of $282 million, partially
offset by cash flows from operating activities of $1.4 billion,
which included pension contributions of $355 million, and an
increase in merchandise inventories.

The company generated about $1.4 billion in operating cash flows
during fiscal 2006, as compared with $2.3 billion in fiscal 2005.
Net cash flows used by investing activities totaled $663 billion
in fiscal 2006, as compared with $635 million provided in fiscal
2005.  Investing cash flows in both years were heavily impacted by
a number of significant transactions.  Net cash used in financing
activities was $1.3 billion in fiscal 2006, reflecting share
repurchases of $816 million and debt repayments of $434 million,
net of new borrowings.  Of the total share repurchases,
$806 million of the total was made pursuant to the company's
common share repurchase program.  Net cash used in financing
activities was $2 billion in fiscal 2005.

                   Uses and Sources of Liquidity

The company's primary need for liquidity is to fund seasonal
working capital requirements of its retail businesses, capital
expenditures and for general corporate purposes.  The company
believes that these needs will be adequately funded by the
Company's operating cash flows, credit terms from vendors, current
balances in cash and cash equivalents and, to the extent
necessary, borrowings under the company's $4 billion, five-year
credit agreement.  At Feb. 3, 2007, $3.8 billion was available
under this facility.

As of Feb. 3, 2007, the company had $196 million of letters of
credit outstanding under the Credit Agreement with $3.8 billion of
availability remaining under the Credit Agreement.  There were no
direct borrowings under the facility during fiscal 2006.

The company has a letter of credit agreement with a commitment
amount of up to $1 billion.  The LC Agreement, which is renewable
annually upon agreement of the parties, is scheduled for renewal
in August 2007.  As of Feb. 3, 2007, there were $686 million of
letters of credit outstanding under the LC Agreement.  The company
had $690 million posted as collateral under the LC Agreement and
$32 million of cash was posted as collateral for self-insurance
programs as of Feb. 3, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd8

                    About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corp.
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- has about
3,400 full-line and specialty retail stores in the U.S., Canada
and Puerto Rico.  Sears Holdings is a home appliance retailer as
well as a retailer of tools, lawn and garden, home electronics,
and automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn Smith,
and Joe Boxer, as well as the Apostrophe and Covington brands.
Sears Holdings, the parent company of Kmart and Sears, was formed
in connection with the March 24, 2005 Merger of these two
companies.

                        *     *     *

Sears Holdings Corp. carries Standard & Poor's Ratings Service's
'BB+' Long-Term Foreign and Local Issuer Credit Ratings.  The
company carries Moody's Ba1 Issuer, Long-Term Corporate Family,
and Probability of Default Ratings.  It also carries Fitch's 'BB'
Issuer Default Rating, 'BB' Senior notes rating, and 'BBB-'
Secured bank facility rating.


SECURUS TECH: Posts $20.1 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
(Business Wire/March 30, 2007)

SECURUS Technologies Inc. reported a net loss of $20.1 million on
total revenue of $400.6 million for the year ended Dec. 31, 2006,
compared with a net loss of $9.1 million on total revenue of
$377.2 million for the year ended Dec. 31, 2005.

Earnings before interest, income taxes, depreciation and
amortization "EBITDA" was $39.4 million for the year ended
Dec. 31, 2006, as compared to $39.1 million for the year ended
Dec. 31, 2005.

SECURUS Technologies generated $340.2 million of prime
contracting, or Direct Provisioning, revenues during the year
ended Dec. 31, 2006, as compared to $303.2 million in 2005,
representing a strong 12% annual growth rate in this business
segment.  The strong increase in prime contracting revenue was
partially offset by a decline in telecommunications services
revenue and solutions services revenue.  Telecommunications
services revenue was $13.4 million for the year ended
Dec. 31, 2006, as compared to $25.3 million in 2005.  Solutions
services revenue was $45.7 million for the year ended
Dec. 31, 2006, as compared to $47.4 million in 2005.  Equipment
sales and other revenue totaled $1.1 million in 2006, down from
$1.3 million in 2005.

Operating income was $9.2 million for the year ended
Dec. 31, 2006, as compared to operating income of $15.3 million in
2005.

Richard Falcone, chief executive officer stated, "I am very
pleased with our continuing strong performance in our prime
contracting business and our ability to post steady overall
operating results despite our declining wholesale businesses.  We
are well-positioned to continue to grow our prime contracting
market share in the future, and I am particularly excited to see
that our substantial investments to develop our new VOIP
architecture are starting to pay-off.  Over subsequent quarters,
we expect to see significant reductions in our capital
expenditures while allowing us to deliver exciting new products
and services to our correctional facility clients.  Over time, as
we gradually deploy the VOIP architecture to our account base, we
also expect to obtain noticeable operating cost savings.  With the
early success of our new architecture, the significant opportunity
we have to continue to grow our direct business, and our ability
to now see an end within the next several years to the declining
trend in our wholesale businesses, I am very optimistic and
confident about our ability to grow, revenue, EBITDA and free cash
flow in the future."

At Dec. 31, 2006, the company's balance sheet showed
$259.6 million in total assets and $311.5 million in total
liabilities, resulting in a $51.9 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $76.4 million in total current assets available to
pay $90.9 million in total current liabilities.

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

As of Dec. 31, 2006, the company had $212.3 million in total debt
outstanding.  As of Dec. 31, 2006, the company had unused capacity
of $26.8 million under its working capital credit facility.

Net cash provided by operating activities was $19.1 million for
the year ended Dec. 31, 2006, compared with net cash provided by
operating activities of $29.8 million for 2005.  Net cash provided
by operating activities for the year ended Dec. 31, 2006,
consisted primarily of net income before considering non-cash
expenses, such as $30.3 million of depreciation and amortization
and $10.6 million of non-cash interest expense.

Cash used in investing activities was $27.1 million for the year
ended Dec. 31, 2006, and $26.3 million for the year ended
Dec.  31, 2005, representing capital expenditures consisting of
equipment and contract acquisition costs associated with new and
renewal activity in the direct call provisioning business.

                    About SECURUS Technologies

SECURUS Technologies Inc. -- http://www.t-netix.com/-- provides
cell phone service of a different nature.  The company gets 80% of
its revenues from the provision of telecommunications services to
more than 3,000 correctional facilities across the US.  The
company designs, implements, and maintains telecommunications
systems and provides collect, pre-paid, and debit calling for
inmates.  It also sells jail management software, as well as
applications for record management and computer-aided dispatch.
Parent company H.I.G. Capital acquired T-NETIX and Evercom Inc. in
2004 and combined them the following year.

                          *     *     *

SECURUS Technologies Inc. carries Moody's Investors Service's "B3'
Corporate Family Rating, 'B2' Sr. Secured Debt Rating, and 'B3'
Probability of Default Rating.  Outlook is stable.


SIMOM WORLDWIDE: BDO Seidman Raises Going Concern Doubt
-------------------------------------------------------
(Ronald/SEC)

BDO Seidman LLP, in Los Angeles, expressed substantial doubt about
Simon Worldwide Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's stockholders' deficit and significant losses from
operations.  The auditing firm also cited that the company has no
operating revenue and faces significant legal actions.

Simon Worldwide Inc. reported a net loss of $1.9 million for the
year ended Dec. 31, 2006, compared with a net loss of $3.2 million
for the year ended Dec. 31, 2005.  The company reported zero
revenues in both reportable periods.

The company ceased its promotions business following the
termination of its approximately 25-year relationship with
McDonald's Corp. on Aug. 21, 2001, and the termination of its
nine-year relationship with Philip Morris on Aug. 23, 2001.  The
firm was dealt a severe blow in 2001 due to an alleged scheme in
which a Simon employee rigged McDonald's famous Monopoly game by
hoarding winning game pieces.  Tainted by the scandal, McDonald's
dropped the company.  The company's second-largest client, Philip
Morris, followed soon after.

At Dec. 31, 2006, the company's balance sheet showed $26.6 million
in total assets, $1.4 million in total liabilities, and
$32.4 million in redeemable preferred stock, resulting in a
$7.2 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1cd4

                        Pending Litigation

As a result of the embezzlement by one of its employees, Simon
Worldwide Inc. is currently facing numerous consumer class action
and representative action lawsuits in Illinois and multiple
jurisdictions nationwide and in Canada.

                      About Simon Worldwide

Simon Worldwide Inc. (Other OTC: SWWI.PK) -- once offered an array
of promotional marketing services, including brand identity
programs, special events marketing, licensing, and merchandising.


SMART MODULAR: Earns $14 Million in Second Quarter Ended Feb. 28
----------------------------------------------------------------
March 28 /PRNewswire-FirstCall/

SMART Modular Technologies (WWH) Inc. reported net income of
$14 million on net sales of $239.1 million for the second quarter
ended Feb. 28, 2007, compared with net income of $783,000 on net
sales of $163.7 million for the second quarter of fiscal 2006.

Gross profit for the second quarter of fiscal 2007 was
$41.2 million, up 39% compared to $29.7 million for the second
quarter of fiscal 2006.

SMART ended the second quarter of fiscal 2007 with $107.4 million
in cash and cash equivalents.

"Our second quarter results mark another period of solid
performance and growth for SMART.  The increase in gross profit in
a declining ASP environment demonstrates strong customer demand
for our high quality value add products and services," stated Iain
MacKenzie, president and chief executive officer of SMART.

"We strengthened our leadership position in the high-end memory
module and subsystem markets with the introduction of three new
innovative products during the quarter, one of which is being
packaged and shipped from our Brazil facility, leveraging the cost
efficiency, technology and time-to-market advantages of our global
design and manufacturing capabilities.  Additionally, we continue
to gain traction with our revenue diversification strategy and
have garnered favorable customer response to our embedded PC and
industrial Flash product families, particularly our XceedUltra
solid state serial ATA drive -- the industry's fastest SATA solid
state drive, with sustained read speeds greater than 100MB/second
and write speeds greater than 60MB/second.

"This new product family is targeted at the high growth enterprise
computing and storage markets and is designed for streaming video-
on-demand, internet search, online transaction processing, and
other data-intensive storage applications.  Our robust product
pipeline creates the opportunities for us to continue to grow our
embedded and TFT-LCD display businesses."

At Feb. 28, 2007, the company's balance sheet showed
$472.9 million in total assets, $293.3 million in total
liabilities, and $179.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1cd2

As of Feb. 28, 2007, the company had total long-term indebtedness
of $81.3 million aggregate principal amount of its senior secured
floating rate notes outstanding, and had approximately $35 million
of borrowing capacity available under its senior secured credit
facility.

                       About SMART Modular

SMART Modular Technologies (WWH) Inc. (Nasdaq: SMOD) --
http://www.smartm.com/--designs, manufactures and supplies
electronic subsystems to original equipment manufacturers, or
OEMs.  SMART offers more than 500 standard and custom products to
OEMs engaged in the computer, industrial, networking, gaming,
telecommunications, and embedded application markets.

                          *     *     *

Moody's Investors Service assigned a B2 rating to SMART Modular
Technologies (WWH) Inc.'s $125 million senior secured second lien
notes due 2012 issued under Rule 144A.

Standard & Poor's Ratings Services assigned its B+ corporate
credit rating to Fremont, California-based SMART Modular
Technologies (WWH) Inc.


SOUTH STREET: S&P Puts D Rating on Class B-2 Notes
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-3L and A-3 notes issued by South Street CBO 2000-1 Ltd., a
high-yield arbitrage CBO transaction managed by Colonial Advisory
Services Inc., and removed them from CreditWatch positive, where
they were placed Jan. 16, 2007.  At the same time, the ratings on
the class A-4L, A-4A, A-4C, and B-2 notes were lowered, and the
ratings on the class A-4L and B-2 notes were removed from
CreditWatch with negative implications, where they were also
placed Jan. 16, 2007.  Concurrently, the 'AAA' rating on the class
A-2L notes was affirmed

The downgrades reflect factors that have negatively affected the
credit enhancement available to support the notes since the last
downgrade in April 2005. These factors primarily include an
increase in defaults and deterioration of the transaction's
overcollateralization ratios.

Based on the Feb. 17, 2007, trustee report, which was used for our
analysis, the deal held $37.19 million in securities
(approximately 37.0% of the collateral pool) rated 'CCC' or lower.
This compares with $19.25 million in securities rated 'CCC' or
lower in April 2005. Furthermore, in the note valuation report,
dated Nov. 17, 2006, the transaction has used $1.09 million from
its principal account to make interest payments on the class A-4
notes.  The combination of credit deterioration and the
application of proceeds from the principal account toward interest
on the class A-4 notes has reduced the credit support available to
the class A notes, which has lowered the par coverage ratios.
According to the February 2007 report, the transaction was failing
its class A and B overcollateralization ratio tests. The class A
and B overcollateralization ratios were at 87.22% and 66.19%,
respectively, compared with the respective minimum required ratios
of 110.0% and 103.0%.

Standard & Poor's will continue to monitor the results of current
cash flow runs to determine the level of future defaults the rated
tranches 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
amount of credit enhancement available.

Ratings Affirmed and Removed from Creditwatch Positive

   South Street CBO 2000-1 Ltd.

                   Rating
      Class     To      From                 Current Balance
      -----     --      ----                 ---------------
      A-3L      BBB+    BBB+/Watch Pos           $15,000,000
      A-3       BBB+    BBB+/Watch Pos           $30,000,000

Ratings Lowered and Removed from Creditwatch Negative

   South Street CBO 2000-1 Ltd.

                   Rating
      Class     To      From                 Current Balance
      -----     --      ----                 ---------------
      A-4L      CC      CCC-/Watch Neg           $20,000,000
      B-2       D       CC/Watch Neg              $5,320,000

Ratings Lowered

   South Street CBO 2000-1 Ltd.

                   Rating
      Class     To      From                 Current Balance
      -----     --      ----                 ---------------
      A-4A      CC      CCC-                      $8,000,000
      A-4C      CC      CCC-                     $10,000,000

Rating Affirmed

   South Street CBO 2000-1 Ltd.

      Class     Rating
      -----     ------
      A-2L      AAA

Transaction Information

   Issuer: South Street CBO 2000-1 Ltd.
   Co-issuer: South Street CBO 2000-1 (Delaware) Corp.
   Current manager: Colonial Advisory Services Inc.
   Underwriter: Bear Stearns & Co. Inc.
   Trustee: JPMorgan Chase Bank N.A.
   Transaction type: High-yield arbitrage CBO

   TRANCHE                         INITIAL  CURRENT
   INFORMATION                     REPORT   ACTION
   Date (MM/YYYY)                  06/2000  04/2007
   Class A-2L note rating          AAA      AAA
   Class A-3L note rating          AAA      BBB+
   Class A-3 note rating           AAA      BBB+
   Senior class A OC test (%)      142.45   140.91
   Senior class A OC min. (%)      120.00   120.00
   Class A-4L note rating          A-       CC
   Class A-4A note rating          A-       CC
   Class A-4C note rating          A-       CC
   Class A OC test (%)             120.46   87.22
   Class A OC test min. (%)        110.00   110.0
   Class B-1 note rating           NR       NR
   Class B-2 note rating           BB-      D
   Class B-3 note rating           NR       NR
   Class B OC test (%)             111.25   66.19
   Class B OC test min. (%)        103.00   103.00

          OC - Overcollateralization.
          NR - Not rated.


SUNTRUST ALTERNATIVE: S&P Watching 2005-1F Class B-5's B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on the
class B-5 certificates from SunTrust Alternative Loan Trust Series
2005-1F on CreditWatch with negative implications.  At the same
time, the ratings on the remaining classes from the same
transaction were affirmed.

The CreditWatch placement reflects high delinquencies in the
collateral pool. Credit support for this transaction is derived
from subordination only.  As of the March 2007 remittance period,
the credit support for class B-5, the most subordinate class, was
approximately $2.69 million, while the loans in foreclosure and
REO reached $15.55 million.  Total delinquencies and severe
delinquencies (90-plus-days, foreclosure, and REO) constituted
9.10% and 3.34%of the current pool balance, respectively.  This
deal has incurred few losses since issuance.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the delinquent loans cure and move out
the delinquency pipeline, we will affirm the rating on class B-5
and remove it from CreditWatch. Conversely, if delinquencies cause
substantial realized losses in the coming months and erode credit
enhancement, we will take further negative rating action on this
class.
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

This transaction was initially backed by Alt-A conforming and
jumbo mortgage loans secured by first liens on one- to four-family
residential properties.

Rating Placed on Creditwatch Negative

   SunTrust Alternative Loan Trust Series 2005-1F

                  Rating
      Class  To          From
      -----  --          ----
      B-5    B/Watch Neg B

Ratings Affirmed

   SunTrust Alternative Loan Trust Series 2005-1F

      Class                                              Rating
      -----                                              ------
      1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7    AAA
      1-A-8, 1-IO, 1-A-R, 2-A-1, 2-A-2, 2-A-3, 2-A-4     AAA
      2-A-5, 2-A-6, 2-A-7, 2-A-8, 3-A-1, 4-A-1           AAA
      CB-IO, X-PO                                        AAA
      B-1                                                AA
      B-2                                                A
      B-3                                                BBB
      B-4                                                BB


SYNAGRO TECH: Stockholders Agrees To Merge With the Carlyle Group
-----------------------------------------------------------------
(BUSINESS WIRE March 29)
Synagro Technologies, Inc. has disclosed that its stockholders
approved the Agreement and Plan of Merger among Synagro, Synatech
Holdings, Inc. and Synatech, Inc., whereby Synagro will become a
wholly owned subsidiary of Parent, an affiliate of The Carlyle
Group.  As a result of this approval, the merger was completed on
April 2, 2007, in accordance with the terms of the Merger
Agreement.

Additionally, as contemplated by the Merger Agreement, Synagro's
Board of Directors has declared a cash dividend to all of its
stockholders of record as of the close of business, on
March 29, 2007, as contemplated by the Merger Agreement.  The
amount of the dividend will be $0.10 per share multiplied by a
fraction, the numerator of which is the number of days beginning
on Feb. 28, 2007 and ending on the closing date of the merger, and
the denominator of which is 90 days as provided in the Merger
Agreement.  The dividend was paid after the closing of the merger.

                           About Carlyle

Founded in 1987, The Carlyle Group -- http://www.carlyle.com/--
is a private equity firm with $56 billion under management.
Carlyle invests in buyouts, venture & growth capital, real estate
and leveraged finance in Asia, Europe and North America, focusing
on aerospace & defense, automotive & transportation, consumer &
retail, energy & power, healthcare, industrial, technology &
business services and telecommunications & media.  The firm has
invested $26.4 billion of equity in 601 transactions for a total
purchase price of $126.5 billion.  The Carlyle Group employs more
than 780 people in 18 countries.  In the aggregate, Carlyle
portfolio companies have more than $68 billion in revenue and
employ more than 200,000 people around the world.

                       About Synagro Tech

Headquartered in Houston, Texas, Synagro Technologies, Inc.
(Nasdaq:SYGR)(ArcaEx:SYGR) -- http://www.synagro.com/-- offers
water and wastewater residuals management services focusing on the
beneficial reuse of organic, nonhazardous residuals resulting from
the wastewater treatment process, including drying and
pelletization, composting, product marketing, incineration,
alkaline stabilization, land application, collection and
transportation, regulatory compliance, dewatering, and facility
cleanout services.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to Synagro Technologies Inc.'s $540 million of proposed
credit facilities, which will consist of a $100 million
six-year first-lien revolving credit facility, a $290 million
seven-year first-lien term loan B, and a $150 million seven-and-a-
half year second-lien term loan.


TECHNICAL OLYMPIC: Fitch Lowers Issuer Default Rating to B-
-----------------------------------------------------------
Fitch Ratings has downgraded Technical Olympic USA, Inc.'s Issuer
Default Rating to 'B-' from 'B+'.  TOA's ratings remain on Rating
Watch Negative.

In addition, these ratings are downgraded:

     -- Secured revolving credit facility to 'B+/RR1' from 'BB';
     -- Senior unsecured notes to 'CCC+/RR5' from 'B';
     -- Senior subordinated debt to 'CCC-/RR6' from 'CCC+'.

Fitch assigned a Recovery Rating of 'RR1' to TOA's secured
revolving credit facility, indicating outstanding (90%-100%)
recovery prospects for holders of this debt issue.

Although an 'RR1' would typically warrant a three-notch upgrade
(from the 'B-' IDR) to 'BB-', Fitch is assigning a 'B+' rating to
the secured revolving credit facility, reflecting the very weak
housing environment in most of TOA's key markets.

Fitch assigns an 'RR5' to TOA's senior unsecured notes, indicating
below average (10%-30%) recovery for unsecured bond holders in a
default scenario.  Fitch also assigned an 'RR6' to TOA's senior
subordinated debt, representing poor (0%-10%) recovery prospects.
Fitch applied a liquidation value analysis for these recovery
ratings, which was roughly comparable to the enterprise value
using the going concern method.

The downgrades reflect the continued challenging market conditions
in most of TOA's markets, negative trends in operating margins and
credit metrics, and the potential for TOA to incur significant
additional debt associated with the proposed global solution for
the company's Transeastern joint venture.  The company's ratings
remain on Rating Watch Negative for the possibility of further
actions.  This takes into account Fitch's expectation that the
challenging housing environment will continue to put pressure on
the company's operating results and credit metrics.  Additionally,
it is likely that the company would need to seek further
amendments to its secured revolving credit facility if a
resolution is reached with regards to its Transeastern joint
venture.  The Rating Watch will in part be resolved by the
completion of the proposed global settlement of the Transeastern
joint venture.  In this currently challenging environment,
management of the balance sheet and cash flow generation will also
be taken into account in regards to the Rating Watch status.

Fitch will also continue to closely monitor the trends of the
broad housing market in its assessment of the appropriate credit
ratings for all homebuilders.

The company is currently in discussions with the lenders of its
troubled Transeastern joint venture regarding a global solution
for this JV.  The proposal contemplates that either the joint
venture or the successor to some or all of its assets will become
a wholly or majority owned subsidiary of TOA.  The proposal also
contemplates paying the joint venture's $400 million of senior
debt in full through the incurrence of additional debt.  A
settlement with the joint venture's mezzanine lenders, if one is
reached, could result in, among other things, the issuance of
equity and/or debt securities by TOA or one of its subsidiaries,
and the joint venture.  If the settlement is accepted by the
various parties and the joint venture is consolidated into TOA's
balance sheet, the company's credit metrics are expected to
deteriorate even further with the significant debt burden from the
proposed settlement.

TOA's gross margins, excluding impairment charges, declined 440
bps during the fourth quarter of 2006 compared to the same period
in 2005.  The company, like most homebuilders, continues to offer
increased sales incentives to maintain sales in light of
challenging market conditions.  TOA's interest coverage ratio
declined from 5.1 times (x) during 2005 to 4x during 2006.  This
ratio is expected to decline further in 2007.  TOA recently
amended its secured revolving credit agreement to reduce the
EBITDA to interest incurred ratio from the current 2x requirement
to 1.35x for the third and fourth quarters of 2007.  Total
homebuilding debt to EBITDA increased from 2.1x for fiscal year
2005 to 2.6x for fiscal year 2006.  Total homebuilding debt to
capital increased to 57.8% at the conclusion of 2006 compared to
47.4% at the end of 2005.  Shareholders' equity declined by $196.4
million during 2006 due to $575.6 million in charges during the
year ($155.5 million in impairment charges and option write-offs,
$275 million of estimated pre-tax loss contingency relating to the
potential restructuring of the Transeastern JV, and $145.1 million
relating to the impairment of TOA's investment in Transeastern).

TOA typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.  The company
extensively uses lot options.  At present approximately 61% of its
lots are controlled through options and 7% through joint ventures
(excluding the Transeastern JV) - among the higher percentages of
the public builders that Fitch tracks.  TOA has a small number of
specific performance options.  A modest amount of its owned or
optioned land is unentitled.  The company currently has refundable
and nonrefundable deposits aggregating $229.6 million and had
issued letters of credit of approximately $257.8 million
associated with its option contracts.  A portion of this
represents the capital at risk should TOA not go forward with the
exercise of its options.  The company currently has about 8.9
years of lots controlled (including unconsolidated joint ventures)
based on last 12 months deliveries.  TOA typically looks to manage
about 1.5 to 2 years of owned land and between 3 to 4 years of
optioned land.  Fitch anticipates that TOA will take a more
cautious stance on land purchases during 2007, and that
inventories, which have been growing into mid-2006, will decline
in 2007.  Fitch anticipates that liquidity will improve as cash
flow comparisons in 2007 should be stronger that in 2006.

The company has an $800 million secured revolving credit facility
maturing in March 2010. At the end of 2006, TOA had no borrowings
under the revolving credit facility and had issued letters of
credit totaling $294.9 million.  The company has about $275
million of borrowing base availability as of Dec. 31, 2006.  The
company's availability under its credit agreement would have been
$478.8 million at the end of the year had all mortgage
requirements been satisfied.  The company is currently in the
process of satisfying the mortgage requirements under its revolver
and anticipates substantially completing this process by April
2007. TOA's stock has a small float, and there has not been share
repurchase in the past.  The company pays a small dividend.


THERMADYNE HOLDINGS: Form 10-K Filing Prompts S&P's Postive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Thermadyne Holdings Corp., including its 'CCC' corporate credit
rating, on CreditWatch with positive implications following the
company's successful filing of its 2006 Form 10-K and the most
recent amendments to its credit facility.

Thermadyne previously delayed filing in order to allow new
internal accounting staff and independent auditors KPMG LLP
sufficient time to review of financial statements and to obtain
consent to include prior-year financial statements from the
company's previous independent accounting firm, Ernst &
Young LLP.

The company is currently SEC compliant and expects to file first
quarter 2007 financials in May.  Additionally, as a result of the
March 2007 amendment to its credit facility, Thermadyne was in
compliance with its Dec. 31, 2006 covenants.

Standard & Poor's will review Thermadyne's near-term operating
prospects and its capacity to comply with recently amended
financial covenants and meet scheduled interest payments.
Furthermore, an upgrade is contingent upon successful filing of
the company's first quarter 2007 Form 10Q filing.


UNITED COMPONENTS: Posts $8.7 Mil. Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
March 21, 2007

United Components Inc. reported a net loss of $8.7 million on net
sales of $906.1 million for the year ended Dec. 31, 2006, compared
with a net loss of $4.5 million on net sales of $812.7 million for
the year ended Dec. 31, 2005.

Net income from continuing operations was $6.1 million for 2006,
including $18.8 million in special charges net of tax, primarily
costs relating to the acquisition of ASC Industries Inc. and
facilities consolidation costs, compared to a net loss from
continuing operations of $7.6 million for 2005, including
$22.9 million in special charges net of tax, primarily related to
impairment write-downs of a trademark, software assets and
property and equipment.

Net income from discontinued operations was $2.1 million in 2006
compared to $3.1 million in 2005.  The after-tax loss on the sale
of the discontinued operations was $16.9 million in 2006, versus
none in 2005.

                      Fourth Quarter Results

Net income from continuing operations for the fourth quarter was
$2.1 million, including $4.5 in special charges net of tax,
primarily costs related to the acquisition of ASC Industries Inc.
Excluding these charges, adjusted net income from continuing
operations would have been $6.6 million for the quarter.
Adjusted net income from continuing operations for the fourth
quarter of 2005 was $1.8 million, excluding $20.2 million in
special charges net of tax.

Revenue in the fourth quarter of $222.7 million increased
$31.8 million compared to the year-ago quarter.  The quarter
included $20.5 million in sales by water pump manufacturer ASC
Industries, which was acquired by UCI during the second quarter.
On a comparable basis (excluding ASC sales), the company reported
revenue increases in the retail and heavy duty channels, a decline
in the OEM channel, with sales flat in the traditional and
original equipment service channels.

"United Components finished 2006 on a strong note, both
operationally and strategically," said Bruce Zorich, chief
executive officer of UCI.  "In a very competitive market, our
initiatives in facilities consolidation, procurement and targeted
revenue growth allowed us to achieve an improvement in performance
over last year.  Strategically, with the divestiture of our last
non-core business, Flexible Lamps, and the continued success of
our integration of ASC, we believe the new UCI is well positioned
for growth in 2007 and beyond."

"As we head into 2007, we are focused on expanding UCI into an
efficient global manufacturer," continued Zorich.  "Building on
our ongoing targeted new business efforts in North America, we
have identified a number of international opportunities for sales
growth.  In addition, continuing to leverage ASC's China
operations, we are working on global sourcing and manufacturing
initiatives across all of our businesses."

As of Dec. 31, 2006, the company's debt stood at $500.6 million,
after a debt repayment of $30 million of its senior credit
facility borrowings in October.  The company ended the quarter
with $31.5 million in cash.

At Dec. 31, 2006, the company's balance sheet showed
$1,002.5 million in total assets, $757.7 million in total
liabilities, and $$244.8 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1cd6

                     Discontinued Operations

On June 30, 2006, UCI sold its driveline components operation and
its specialty distribution operation.  The driveline components
and specialty distribution operations were sold to two separate
buyers for a combined $33.4 million of cash, net of fees and
expenses.  In connection with the driveline components
transaction, UCI retained $4.9 million of pension liabilities.
UCI recorded a combined after-tax loss of $18.5 million on these
sales.

On Nov. 30, 2006, UCI sold its lighting systems operation.  The
lighting systems operation was sold for $37.2 million in cash, net
of fees and expenses.  In 2006, UCI recorded a $1.6 million after-
tax gain on the sale.

                  Acquisition of ASC Industries

On May 25, 2006, UCI acquired all of the outstanding capital stock
of ASC Industries Inc. and its subsidiaries.  ASC is a
manufacturer and distributor of water pumps, with 2005 revenues of
$98 million.

The preliminary ASC Acquisition purchase price, including
$4.4 million of fees and expenses was $127.4 million.  In
addition, UCI assumed $12 million of ASC debt and certain other
ASC obligations related to the acquisition.

                     About United Components

United Components Inc. -- http://www.ucinc.com/-- is among North
America's largest and most diversified companies servicing the
vehicle replacement parts market.  The company supplies a broad
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Moody's Investors Service assigned a Caa2 rating to the
unguaranteed senior unsecured notes of UCI Holdco Inc., the
ultimate parent of United Components Inc.  The rating agency also
lowered the Corporate Family and Probability of Default ratings to
B3 from B2, and repositioned these ratings at the Holdco level.

Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.


VISTEON CORP: Facility Amendment Cues Fitch to Cut Debt's Rating
----------------------------------------------------------------
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.:

     -- Issuer Default Rating affirmed 'CCC';
     -- Senior Secured Bank Facility affirmed 'B/RR1';
     -- Senior unsecured downgraded to 'CC/RR6' from 'CCC-/RR5'.

Approximately $2.8 billion of debt is covered by these ratings.
The Rating Outlook is Negative.

Fitch's rating actions reflect Visteon's bank facility amendment,
which increases the size of the term loan by $500 million to a
total of $1.5 billion, adds a $200 million accordion feature, and
increases collateral.  The affirmation of the amended senior
secured bank facility rating is based upon Fitch's assessment that
the recovery of the facility in a distressed scenario will still
be in the 'RR1' category (recovery of 91%-100%) due to the revised
collateral package, as described below.  The downgrade of the
senior unsecured recovery rating to the 'RR6' category (0%-10%
recovery estimate) reflects Fitch's expectation of reduced
recovery in a distressed scenario as a result of the increase in
senior secured indebtedness and the increase in encumbered assets.

Fitch's ratings recognize Visteon's additional liquidity from the
announced $500 million term loan amendment, restructuring
progress, increasing customer diversification, and global
manufacturing footprint.  However, Fitch's concerns and its
Negative Rating Outlook are based on Visteon's dependence on
Ford Motor Company, negative free cash flow, highly levered
balance sheet, the company's substantial restructuring needs, as
well as the potential for customer manufacturing disruptions due
to a financially weakened base of suppliers other than Visteon and
its customers' union issues.

Visteon's term-loan amendment provides the banks with additional
collateral, including a 65% stock pledge of additional first-tier
foreign subsidiaries and Halla.  Halla is a publicly traded Korean
automotive supplier which is 70% owned by Visteon, of which, only
5% will now be unencumbered. The amendment also provides for
slight increases to certain allowed indebtedness. Other than the
limitations on indebtedness, Visteon's existing covenants remain
unchanged, including the lack of financial covenants.


WASTE CONNECTIONS: Moody's Withdraws Ba2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the Ba2 Corporate Family Rating
of Waste Connections, Inc. for business reasons.

Waste Connections, Inc., based in Folsom, CA, is a regional,
integrated solid waste services company. Through its operating
subsidiaries, it provides solid waste collection, transfer,
disposal and recycling services to residential, industrial and
commercial clients in secondary markets of the Western and
Southern US.  In fiscal 2006, Waste Connections, Inc. generated
approximately $824 million in revenues.


WASTE REDUCTION: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
(Shimmy)
Debtor: Waste Reduction by Waste Reduction, Inc.
        28080 Grand River Avenue, Suite 208
        Farmington Hills, MI 48336

Bankruptcy Case No.: 07-46741

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      Sterile Technology Industries, Inc.      07-46746

Type of Business: The Debtors provide environmentally responsible
                  solutions for clean up services, such as non-
                  incineration based decontamination, bio-
                  containment and disposal of medical, biologic,
                  and liquid effluent wastes.
                  See http://www.wr2.net/

Chapter 11 Petition Date: April 5, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Debra Beth Pevos, Esq.
                  Wallace M. Handler, Esq.
                  Sullivan, Ward, Asher & Patton, P.C.
                  25800 Northwestern Highway, Suite 1000
                  Southfield, MI 48075
                  Tel: (248) 746-2842
                  Fax: (248) 746-2760

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Waste Reduction by Waste Reduction, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
David Lovenheim                          $1,181,868
11056 Windermere Boulevard
Fishers, IN 46038

Robert Orben                               $457,992
1080 Pintail Court
Columbus, IN 47201

Tony Moarvec                               $425,159
P.O. Box 2127
Columbus, OH 47202-2127

Mike Stimak                                $184,429

Dugan SSP                                  $169,179

Industrial & Environmental                 $160,598

Dr. Gordon Kaye                            $158,452

Untha Shredders                            $148,121

Dr. Peter Weber                            $138,239

Janet McKee                                $130,689

WSF Industries, Inc.                       $119,829

Gerald Lyons                               $108,298

Jeff Morse                                 $106,000

Dr. David Bloom                            $102,318

George E. Booth Company, Inc.              $100,959

BKD, LLP                                    $97,625

Feldmeier Equipment, Inc.                   $93,689

TEQ Solutions, Inc.                         $93,275

Bingham McHale                              $75,757

Harris Beach LLP                            $73,176

B. Sterile Technology Industries, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Mac Sheet Metal                            $128,805
802 North Sherman Drive
Indianapolis, IN 46201

Material Transfer                           $67,653
1214 Lincoln Road
P.O. Box 218
Allegan, MI 49010

Bellkins Metal Fabricating                  $59,230
5219 Elmwood Avenue
Indianapolis, IN 46203

Bright Sheet Metal Co., Inc.                $44,701

David Cushen Electrical Contractors         $40,995

Richard Redpath                             $35,022

Howson & Howson                             $26,520

Underwood Machinery Transportation Inc.     $24,647

Freight Masters Systems, Inc.               $19,353

Kinsley Construction                        $19,000

Lanham & Sons Mechanical, Inc.              $14,437

Universal C & R                             $12,445

C & E Sales, Inc.                            $9,404

Platt Enterprise                             $7,533

W.W. Grainger, Inc.                          $6,500

McMaster Carr Supply Co.                     $5,724

Olympus Automation, Ltd.                     $5,603

White Brokerage                              $4,800

Motion Industries, Inc.                      $4,263

Fastenal Company                             $3,371


WELLMAN INC: Moody's Confirms Single-B & Caa Ratings
-----------------------------------------------------
Moody's Investors Service confirmed the B3 corporate family rating
for Wellman, Inc., and the existing ratings on the company's debt
and revised the outlook to negative.

This concludes the review started November 1, 2006, when Wellman's
corporate family rating was downgraded to B3 from B2 and kept
under review for further downgrade.

The ratings are:

   Wellman, Inc.

     -- Corporate family rating -- B3
     -- Probability of default rating -- B3
     -- $185mm First lien term loan due 2009 -- B1, LGD3, 31%
     -- $265mm Second lien term loan due 2010 -- Caa1, LGD5, 78%

The rating confirmation reflects the improving operating
environment for the company's products and ongoing efforts to
restructure its business, which should provide increased financial
flexibility.  Wellman has announced price increases in 2007 and
expects stronger product demand in the second quarter to improve
free cash flow.  Moody's expects that the company's restructuring
of its US operations will result in cost savings and proceeds from
planned asset sales will be applied towards debt reductions.

The negative outlook reflects uncertainty about Wellman's ability
to improve its low margins, operating losses, and to maintain at
least $45 million of availability under its revolving credit
facility.  The outlook also reflects Moody's beliefs that the PET
resin industry cash margins will decline further in 2007 due to
new capacity additions and Asian imports.  Although Moody's
expects the company's liquidity to improve modestly in 2007 due to
one-time cash inflows, depressed margins and deteriorating market
conditions will likely prevent the company from keeping its fixed
charge ratio above 1.0x.  If Wellman allows the availability under
its $225 million revolver to fall below $45 million for eight
consecutive days and its fixed charge coverage ratio is less than
1.0x, it could result in an event of default under the credit
agreement if not waived by the banks.  In Moody's opinion, given
the strong collateral coverage on the revolver, Wellman should be
able to obtain such a waiver, if required.  However, the
collateral coverage does not guarantee that they will receive a
waiver, especially if the company remains free cash flow negative
over the next 12-24 months.

The outlook might be moved to stable if the company were
successful in improving its operating margins, selling non-core
assets, reducing debt, refinancing existing debt prior to its
maturity and industry conditions were supportive of the rating.
Wellman could potentially generate a significant amount of cash
from several one-time items over the next 12-24 months.  The
company estimates that working capital improvements, operational
improvements, insurance proceeds relating to Hurricane Katrina
damages and the sale of non-core US and European assets may
provide more than $100 million over the next 12-18 months.  While
these one-time items would greatly improve the company's
liquidity, Wellman ultimately needs to improve its margins and
operating cash flows which remain susceptible to raw material
volatility and pressure on prices and margins from lower cost
competitors and imports.

There is little upward pressure on the ratings currently and any
future upgrade would require the company to generate meaningful
levels of free cash flow and largely reduce the outstanding
revolver balance with cash from the one-time items mentioned
above.  If Wellman remains free cash flow negative and does not
generate meaningful cash from the one-time items mentioned above,
Moody's could lower the company's ratings.

Wellman manufactures and markets PET (polyethylene terephthalate)
packaging resins under the PermaClear brand name and polyester
staple fibers under the Fortrel brand name.  Wellman operates five
manufacturing sites -three in the US, one in Ireland and one in
the Netherlands.  Wellman is headquartered in Fort Mill, South
Carolina and had revenues from continuing operations of
$1.3 billion for the LTM ended December 31, 2006.


XEROX CAPITAL: S&P Puts B+ Rating on $27 Mil. Synthetic Securities
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on the
$27 million corporate-backed trust securities certificates issued
by CorTS Trust for Xerox Capital Trust I on CreditWatch with
positive implications.

The rating action reflects the April 2, 2007, placement of the
rating on the underlying securities, the $27 million 8% series B
capital securities due Feb. 1, 2027, issued by Xerox Capital Trust
I (a subsidiary of Xerox Corp.) on CreditWatch with positive
implications.

The CorTS certificate issue is a pass-through transaction that is
weak-linked to the underlying collateral, Xerox Capital Trust I's
$27 million 8% series B capital securities.


* Cooley Godward Wins for Unsecured Creditors in Norstan's Case
---------------------------------------------------------------
[company PR/shimmy]
Cooley Godward Kronish LLP has prevailed for the unsecured
creditors of Norstan Apparel Shops Inc. and its debtor-affiliates,
in the denial of a motion to dismiss a $67 million fraudulent
transfer lawsuit arising out of a $53 million leveraged buyout and
an earlier distribution of $14 million to insider shareholders.

The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York issued the decision on March 30.  The
lawsuit, on behalf of the unsecured creditors, asserts that in the
months before declaring bankruptcy, Norstan made distributions of
$14 million to the company shareholders and thereafter leveraged
its own stock to transfer $53 million to those same shareholders.

"It is the view of unsecured creditors that these transfers were
constructively fraudulent," said Cooley partner Ronald R. Sussman,
Esq.  In addition to Sussman, Cooley Partner Lawrence C. Gottlieb,
Esq. and Associates Jeff Cohen, Esq., Seth Van Aalten, Esq. and
Michael Klein, Esq. advised on the matter.

                     About Norstan Apparel

Based in Long Island City, New York, Norstan Apparel Shops
Inc. dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.

The company and its debtor-affiliates filed for chapter 11
protection on April 8, 2005 (Bankr. E.D.N.Y. Case No. 05-15265).
Merritt A. Pardini, Esq. and Jeff J. Friedman, Esq., at Katten
Muchin Zavis Rosenman, and C. Nathan Dee, Esq., at Cullen &
Dykman, LLP, represent the Debtors in their restructuring efforts.
Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $19,637,000 and total debts of $44,776,000.

                  About Cooley Godward Kronish

Cooley Godward Kronish LLP's -- http://www.cooley.com/--
580 attorneys have an entrepreneurial spirit and deep, substantive
experience and are committed to solving clients' most challenging
legal matters.  From small companies with big ideas to
international enterprises with diverse legal needs, Cooley Godward
Kronish has the breadth of legal resources to enable companies of
all sizes to seize opportunities in today's global marketplace.
The firm represents clients across a broad array of dynamic
industry sectors, including real estate, technology, life
sciences, financial services, tax, retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, San Francisco and San Diego in
California; New York City; Reston, Va.; Broomfield, Colo.; and
Washington, DC.


* TMA Recognizes Howard Brownstein... [not sure]
----------------------------------------------------------------
[company PR/shimmy]
The Turnaround Management Association and Turnarounds & Workouts
recognized Howard Brod Brownstein, a Certified Turnaround
Professional and principal of NachmanHaysBrownstein, Inc., for
his contributions to the corporate renewal industry.

"I am impressed with Howard's dedication and creativity in
furthering TMA's mission," said TMA Past Chairman and NHB
Principal Thomas D. Hays, III, CTP.  "Everyone at NHB is proud of
him and his contributions to the corporate renewal industry."

Howard Brownstein was selected as the Outstanding Individual
Contribution award recipient from among the 7,800 members of the
Turnaround Management Association.  The award is given to an
individual whose dedication and commitment has made a lasting
contribution not only to TMA, but also to the corporate renewal
industry worldwide.  Brownstein received the honor during the TMA
2007 Spring Conference awards dinner held at the Four Seasons Las
Colinas in Dallas on Friday, March 30, 2007.

Mr. Brownstein was also recently recognized as one of the "People
to Watch - 2007: Business Professionals Making Their Mark" by the
leading industry publication Turnarounds & Workouts.

A specialist in turnaround management for over fifteen years,
Brownstein leads turnaround assignments for NHB's clients, and
maintains principal responsibility for the firm's transactional
activities and for the marketing of its services to clients.  He
has led client assignments in many industries, advising senior
management or fulfilling a senior management role.  He serves on
the International Board of Directors of the Turnaround Management
Association, and its Executive and Audit Committees.  He is a
member of the Board of the American Bankruptcy Institute and co-
chairs its Mid Atlantic region.  He also is the Vice President -
International of the Association of Certified Turnaround
Professionals and serves on its Board.  He is a frequent speaker
at professional and educational programs, including Harvard
Business School, Villanova Law School, Northeastern University,
the American Bankruptcy Institute, the American Bar Association,
and TMA.  He is a regular contributor to journals and periodicals,
and has served on the Editorial Board of The Journal of Corporate
Renewal, and currently serves as a Contributing Editor of ABF
Journal.

Mr. Brownstein is a graduate of Harvard University, where he
obtained J.D. and M.B.A. degrees, and of the University of
Pennsylvania, where he obtained B.S. and B.A. degrees from the
Wharton School and the College of Arts and Sciences.  He is
admitted to the bars of Pennsylvania, Massachusetts and Florida,
but does not actively practice law.  He also served in the U.S.
Air Force Reserve attaining the rank of First Lieutenant in the
Medical Service Corps.

                  About NachmanHaysBrownstein

Based in Philadelphia, NachmanHaysBrownstein, Inc. is a turnaround
and crisis management firms, having been included among the
"Outstanding Turnaround Firms" in Turnarounds & Workouts for the
past eleven consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
crisis management, strategic workout, responsible party and wind
down services to financially challenged companies throughout
America.  NHB focuses on producing lasting performance improvement
and maximizing the business' value to stakeholders by providing
the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.  NHB also maintains offices in
Atlanta, Boston, New York and Wilmington, Delaware.

                             *********

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.

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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,
Melvin C. Tabao, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda
I. Nartatez, Nikki Frances S. Fonacier, Tara Marie A. Martin, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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