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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 12, 2007, Vol. 11, No. 86

                             Headlines

ADVANCED MICRO: Expects Revenues of $1.2 Billion in 2007 1st Qtr.
ALL-MAKE AUTOCARE: Voluntary Chapter 11 Case Summary
ALLIED HOLDINGS: Court Okays Disclosure Statement To Amended Plan
AMR CORP: Earnings Prompt S&P to Revise Outlook to Positive
ASSET BACKED: S&P Puts D Rating on 2002-HE2 Class B Certificates

AVANT INTERACTIVE: Case Summary & 8 Largest Unsecured Creditors
BEAR STEARNS: Moody's Puts Ba2 Rating on Class II-B-6 Certificates
BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1
BERRY PLASTICS: Completes Stock-for-Stock Merger with Covalence
BERRY PLASTICS: Moody's Cuts Corporate Family Rating to B2

CARLOS VALLEJO: Case Summary & Five Largest Unsecured Creditors
CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
CHASE FUNDING: S&P Hacks Rating on Class IB Certificates to B
CHATTEM INC: Prices $85 Million Senior Notes' Offering
CINEMARK USA: Reports Expiration and Settlement of Tender Offer

CIPHERGEN BIOSYSTEMS: PwC Expresses Going Concern Doubt
CLARKE AMERICAN: Net Income Decreases to $19.5 Million in 2006
COMMERCIAL MORTGAGE: Moody's Puts Low-B Ratings on Six Securities
CORDIA CORPORATION: Lazar Levine Raises Going Concern Doubt
COVALENCE SPECIALTY: Completes Merger with Berry Plastics

COVALENCE SPECIALTY: Moody's to Withdraw Low-B Ratings
EAGLE BROADBAND: Trades as EAGB on the OTC Market Effective Apr. 9
ENRON CORP: Distributes $1.8 Billion to Unsecured Creditors
ENRON CORP: CRRA Inks $16 Million Settlement with Murtha Cullina
FAIRPOINT COMM: Completes Sale of Orange County-Poughkeepsie Asset

FREEPORT-MCMORAN: Equity Financing Cues Fitch's Positive Outlook
FRENCH LICK: Default Prompts Moody's to Review Ratings
FRENCH LICK: Loan Facility Default Prompts S&P's Negative Watch
GREGORY VALLARTA: Case Summary & 17 Largest Unsecured Creditors
GROUP 1: Earns $14.8 Million in Fourth Quarter Ended December 31

HALLMAN AND LYNGHOLM: Case Summary & 8 Largest Unsecured Creditors
HANCOCK FABRICS: U.S. Trustee Appoints Five-Member Creditors Panel
HANCOCK FABRICS: Hires Keen Realty as Real Estate Consultant
HOMESTAR MORTGAGE: S&P Lowers Rating on Class M-5 Certs. to BB
INVERNESS MEDICAL: Confirms Cash Merger Transaction with Biosite

J.P. MORGAN: Moody's Rates $13.3 Million Class P Securities at B3
JARDEN CORP: S&P Says Pure Fishing Buy Won't Affect Outlook
LE GOURMET: Files Disclosure Statement in New Jersey
LE GOURMET: Hires Richard Schaffer as Chief Liquidation Officer
LGR RESOURCES: Securities Trading Barred Due to Delinquent Filing

LIMEROCK CLO: S&P Rates $20 Million Class D Notes at BB
MIDNIGHT HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $38 Mil.
MIDNIGHT HOLDINGS: Delays Filing of 2006 Annual Report
NEW CENTURY: U.S. Trustee Appoints Seven-Member Official Committee
NEW CENTURY: Wants Court Nod to Sell Loan Origination Platform

NUCO EXPRESS: Case Summary & 20 Largest Unsecured Creditors
OCEANIA CRUISES: S&P Holds B Rating & Revises Outlook to Positive
PACIFIC LUMBER: Gets Court Ok to Hire DSI as Financial Consultant
PACIFIC LUMBER: Panel Hires Chanin Capital as Financial Advisor
PAINCARE HOLDINGS: Loan Defaults Cue BKHM's Going Concern Doubt

PANTRY INC: S&P Rates Proposed $650 Million Bank Facility at BB
PATHEON INC: Moody's Rates Proposed $225 Million Senior Loan at B1
PEACHTREE LIFE: Closes Financing to Buy $650 Mil. Insurance Assets
PETROLEUM GEO-SERVICES: Earns $298.6 Million in Year Ended Dec. 31
PIERRE BENNETT: Case Summary & Nine Largest Unsecured Creditors

POINT THERAPEUTICS: Senior VP Margaret Uprichard Resigns
POPE & TALBOT: KPMG LLP Expresses Going Concern Doubt
PORTRAIT CORP: Can Assume Lease Agreement with Lakemont Industrial
PREGIS CORPORATION: Moody's Holds Ratings & Says Outlook is Neg.
PROTOSOURCE CORP: Losses Cue Margolis & Co.'s Going Concern Doubt

PURE FISHING: Debt Repayment Cues S&P to Withdraw Low-B Ratings
RAINES LENDERS: Crowe Chizek Raises Going Concern Doubt
RGIS HOLDING: Moody's Rates $25 Million Term Loan at Ba3
RGIS HOLDING: S&P Rates Planned $500 Million Senior Loan at B-
RGIS INVENTORY: S&P Lowers Corporate Credit Rating to B- from B+

SANMINA-SCI: May Miss 2nd Qtr. Revenue Target Due to Low Demand
SATCON TECHNOLOGY: Vitale Caturano Expresses Going Concern Doubt
SHARP HOLDINGS: Moody's Assigns B1 Corporate Family Rating
SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
SOUTHPARK COMMUNITY: Court Okays Continued Use of Equipment

STRUCTURED ASSET: Moody's Rates Class B3 Certificates at Ba2
TRANSMETA CORPORATION: Burr Pilger Raises Going Concern Doubt
TRW AUTOMOTIVE: Plans to Refinance $2.5 Billion Credit Facilities
TXU CORP: Plans to Construct Nuclear Power Plants in Texas
U.S. ENERGY: Court Extends Lease-Decision Deadline to June 27

U.S. ENERGY: Wants to Extend Plan Filing Period to April 30
UNITED RENTALS: Fitch Puts Low-B Ratings on Negative Watch
UNITED RENTALS: Moody's Holds Ratings & Says Outlook is Negative
UNITED RENTALS: S&P Places BB- Rating on Developing CreditWatch
UNIVERSAL GUARDIAN: AJ Robbins Raises Going Concern Doubt

USI HOLDINGS: Moody's Junks Rating on $200 Million Notes
USI HOLDINGS: GS Capital Buyout Offer Cues S&P to Lower Ratings
XELR8 HOLDINGS: Losses Prompt Gordon Hughes' Going Concern Doubt

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ADVANCED MICRO: Expects Revenues of $1.2 Billion in 2007 1st Qtr.
-----------------------------------------------------------------
Advanced Micro Devices Inc. expects to report revenue of
approximately $1.225 billion in the quarter ending March 31, 2007.
Revenues declined sharply quarter-over-quarter for the Computing
Solutions segment, primarily due to lower overall average selling
prices and significantly lower unit sales, especially in the
resale channel.

Advanced Micro plans to restructure its business model to increase
operational efficiencies and lower its operating cost structure.
The company will reduce 2007 capital expenditures by approximately
$500 million, which the company believes will not materially
impact capacity plans for the year.  The company will also
significantly reduce discretionary expenses and limit hiring to
critical positions.  

                       About Advanced Micro

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- designs and produces innovative      
microprocessor and graphics and media solutions for the computer,
communications, and consumer electronics industries.  The company
has corporate locations in Sunnyvale, California, Austin, Texas,
and Markham, Ontario, and global operations and manufacturing
facilities in the United States, Europe, Japan, and Asia.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service lowered AMD's corporate family rating to
B1 from Ba3.  The outlook is stable.


ALL-MAKE AUTOCARE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: All-Make Autocare, Inc.
        dba All-Make Tire & Service Center
        dba All-Make Auto Towing
        11 Water Street
        Weymouth, MA 02189


Bankruptcy Case No.: 07-12167

Type of Business: The Debtor provides commercial vehicle services
                  like relocation and towing service, including
                  state inspections for passenger vehicles and
                  heavy-duty diesel trucks as well.

Chapter 11 Petition Date: April 10, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


ALLIED HOLDINGS: Court Okays Disclosure Statement To Amended Plan
-----------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia has approved Allied Holdings, Inc.
and its debtor-affiliates' disclosure statement, as amended,
to be used in connection with the postpetition solicitation of
votes to accept or reject the Debtors' Second Amended Joint Plan
of Reorganization, which was co-sponsored by the Debtors, Yucaipa
American Alliance Fund I, LP, Yucaipa Alliance (Parallel) Fund I,
LP, and The Teamsters National Automobile Transportation Industry
Negotiating Committee.

Judge Mullins ruled that the Disclosure Statement contains
"adequate information" within the meaning of Section 1125 of the
Bankruptcy Code.

The Court overruled the objections to the Disclosure Statement to
the extent not settled or withdrawn at the hearing.

                Disclosure Statement is Adequate

On behalf of the Debtors, Jeffrey W. Kelley, Esq., at Troutman
Sanders LLP, in Atlanta, Georgia, argued that the first amendment
to the Plan and Disclosure Statement, filed on April 2, 2007,
have addressed most of the objections raised by various parties-
in-interest.  Mr. Kelley noted that, among other concerns:

   (i) The Debtors have addressed the concerns of ACE American
       Insurance Company, by providing additional disclosure that
       the workers' compensation insurance policies and related
       agreements will not be altered or modified by the Plan and
       that the Reorganized Debtors will honor all of their
       obligations under the policies and agreements;

  (ii) At the behest of tort claimant Timothy Owen, disclosures
       that the Debtors' insurance programs are in compliance
       with the Federal Motor Carrier Safety Regulations and that
       the Debtors' insurance policies and agreements will
       continue unaltered by the Plan and the order confirming
       the Plan were included in the Disclosure Statement;

(iii) With respect to concerns of Mr. Owen and Wayne Dudash
       regarding the treatment of Disputed Claims, the Amended
       Disclosure Statement included a disclosure that a creditor
       with a Disputed Claim has a right to file a motion seeking
       estimation of the amount of their Claim for voting
       purposes;

  (iv) As to the U.S. Trustee's concerns regarding the claims
       held by insiders, additional disclosure regarding the
       aggregate amount of New Allied Holdings Common Stock that
       Yucaipa expects to receive pursuant to the Plan and the
       $1,500,000 annual fee that a Yucaipa affiliate expects to
       receive under the Management Services Agreement was added
       to the Disclosure Statement; and

   (v) To clarify issues raised by the Ad Hoc Equity Holders'
       Committee, additional disclosure regarding the proposed
       amendment to the collective bargaining agreement agreed
       between the Debtors and TNATINC have been included in the
       Amended Disclosure Statement and the allegedly false and
       misleading statement that the IBT "asserts no better labor
       deal will be obtainable than the one provided by that
       amendment", was revised to provide that IBT "asserts no
       better labor deal for the Debtors and their creditors will
       be obtainable than the one provided by that amendment."

Mr. Kelley also argued that certain of the objections raised
legal issues or requested disclosure that would be inappropriate
under the law, Mr. Kelley relates.  The Plan Proponents maintain
that those issues do not warrant further disclosure or are
appropriate for discussion during the hearing to consider
confirmation of the Plan.

Mr. Kelley noted that only the adequacy of the information
provided in the Disclosure Statement needed to be addressed.  He
asserts that addressing confirmation issues would only delay the
reorganization by converting the disclosure hearing into a
premature confirmation hearing.

Mr. Kelley argued that:

   (a) certain of the objectors, including Mr. Owen, equity
       holder Sopris Capital Advisors, LLC, and the rest of the
       members of the Ad Hoc Equity Committee do not have the
       right to vote on the Plan, and thus have no standing to
       argue whether the Disclosure Statement provides adequate
       information to parties entitled to vote;

   (b) the Solicitation Procedures for Beneficial Holders of
       Securities are sufficient to ensure that they have the
       opportunity to vote;

   (c) the limited substantive consolidation is appropriate in
       the Debtors' Chapter 11 cases;

   (d) the separate classification of Class 1 Other Secured
       Claims is appropriate and required under Section 1122(a)
       of the Bankruptcy Code;

   (e) the separate classification and treatment of punitive
       damage claims is appropriate;

   (f) the non-debtor releases set forth in the Plan are fair,
       reasonable and appropriate.  The non-Debtor releases in
       the Plan apply only to those parties who have voted or
       been deemed to vote to accept the Plan.  The Plan
       Proponents are unaware of any case where voluntary
       releases of non-debtors in a Plan were found to be
       impermissible;

   (g) disclosure concerning the possible sale of the Canadian
       assets is more than adequate under the circumstances and
       that the additional disclosure requested by the Ad Hoc
       Equity Committee would be nothing more than speculation;

   (h) disclosure of the terms of a competing plan of
       reorganization is not required.  As a preliminary matter,
       the Debtors' exclusive period within which to file a plan
       of reorganization under Section 1121 has not yet expired
       or been terminated; and

   (i) the Plan was not filed in bad faith.

Given the breadth of category, scope and detailed information
contained in the Amended Disclosure Statement, the Plan
Proponents argued, and the Court agreed, that it contains
adequate information within the meaning of Section 1125.

                   Terms of the Amended Plan

The Plan Proponents filed an amended Plan and Disclosure
Statement on April 2, 2007, to provide for changes and additional
disclosures to resolve certain objections raised by various
parties-in-interest to the original Disclosure Statement.

The Amended Plan and Disclosure Statement provides that the
Debtors will be reorganized through, among other things, the
consummation of various transactions:

   (i) the conversion of the debtor-in-possession secured credit
       facility into the exit financing facility;

  (ii) payment in cash, reinstatement, return of collateral or
       other treatment of other secured claims agreed between the
       holder of each claim and Yucaipa;

(iii) distribution of new common stock, on a pro rata basis, to
       the holders of allowed general unsecured claims;

  (iv) cancellation of the existing interests in the Debtors;

   (v) assumption of equipment leases, customer contracts, and
       real property leases that are favorable to the Debtors'
       businesses; and

  (vi) the potential conversion of an Equipment Financing
       Facility, related to the Debtors' purchase of certain
       equipment, into New Allied Holdings Common Stock.

                     Treatment of Claims

Under the Amended Plan, holders of general unsecured claims,
insured claims and other insured claims can elect to receive cash
instead of New Allied Holdings Common Stock on account of their
allowed claims.  For those with an Allowed Claim greater than
$20,000, the claimholder will need to agree to reduce the claim
to $20,000 in order to elect the Cash Option.  The Cash Option
election is irrevocable.

The Amended Plan reflects the addition of Claims Class 4D
comprising general unsecured claims, insured claim and other
insured claims whose holders elect the Cash Option.

Each holder of claim under Class 4D will receive a Cash
distribution equal to:

   (a) if the aggregate amount of Allowed Class 4D Claims is
       equal to or less than $8,000,000, 25% of the Holder's
       Allowed Class 4D Claim;

   (b) if the aggregate amount of Allowed Class 4D Claims is
       greater than $8,000,000 and equal to or less than
       $16,000,000, a Pro Rata share of $2,000,000, which is
       between approximately 12.5% and 25% of the Holder's
       Allowed Class 4D Claim;

   (c) if the aggregate amount of Allowed Class 4D Claims is
       greater than $16,000,000 and equal to or less than
       $20,000,000, 12.5% of the Holder's Allowed Class 4D Claim;
       and

   (d) if the aggregate amount of Allowed Class 4D Claims is in
       excess of $20,000,000, at Yucaipa's option, either:

        (i) 12.5% of the Holder's Allowed Class 4D Claim; or

       (ii) 12.5% of the product of the Holder's Allowed Class 4D
            Claim multiplied by a fraction, the numerator of
            which is $20,000,000 and the denominator of which is
            the aggregate amount of Allowed Class 4D Claims.  In
            this option, each Holder of an Allowed Class 4D Claim
            will also receive a Pro Rata Share of the New Allied
            Holdings Common Stock.

Holders of claims under the Class 4D are entitled to vote to
accept or reject the Debtors' Plan.

The Debtors provided updated information regarding the treatment
and classification of all Claims and Interests in their Chapter
11 cases:

                                                       Entitled
Class  Designation             Impairment   Recovery  to Vote?
-----  -----------             ----------   --------  --------
   1    Other Secured Claims    Unimpaired/      N.A.   Yes if
                                Impaired                Impaired;
                                Depending on            No if
                                Recovery                Unimpaired

   2    Priority Non-Tax        Unimpaired       N.A.        No
        Claims

   3    Workers' Compensation   Unimpaired       100%        No
        Claims

  4A    General Unsecured       Impaired     up to 50%      Yes
        Claims

  4B    Insured Claims          Impaired     up to 50%      Yes

  4C    Other Insured Claims    Impaired     up to 50%      Yes

  4D    Claims of Cash Out      Impaired     up to 25%      Yes
        Holders

   5    Intercompany Claims     Impaired           0%        No

   6    Subordinated General    Impaired          N/A        No
        Unsecured Claims

  7A    Old Allied Holdings     Impaired           0%        No
        Common Stock

  7B    Old Other Debtors       Impaired           0%        No
        Common Stock

  7C    Old Allied Holdings     Impaired           0%        No
        Stock Rights

The Old Other Debtors Common Stock will be cancelled and the
holders will receive no distributions on its account unless
Yucaipa determines that it should remain outstanding, after
consultation with the Official Committee of Unsecured Creditors,
for business, tax or operational reasons.

The estimated recoveries for claims under Classes 4A, 4B and 4C
are based on FTI Consulting, Inc.'s valuation of the Debtors'
enterprise at up to $303,000,000.  Yucaipa hired FTI to provide
the valuation analysis.

The Amended Plan discloses that under the valuation of Miller
Buckfire & Co., LLC, the Debtors' financial advisor, the
estimated percentage recovery would be commensurately higher.  
Miller Buckfire's valuation of the enterprise is from
$350,000,000 to $420,000,000, with a mid-point of $388,000,000.

                           Insurance

The Amended Plan expressly states that:

   (a) the Debtors' automobile liability and general liability
       insurance policies and related agreements will continue
       unaltered by the Plan and the order confirming the Plan;

   (b) the Reorganized Debtors will honor all of their
       obligations under the policies and agreements whether
       incurred prepetition or postpetition; and

   (c) the Debtors' and the insurers' respective claims,
       defenses, rights, duties and obligations will not be
       modified or impaired by the Plan or Confirmation Order.

The Debtors further clarify that all of the workers' compensation
insurance policies and related agreements will not be altered or
modified by the Plan and that the Reorganized Debtors will honor
all of their obligations under the policies and agreements.

                    Stockholders' Agreement

All creditors receiving New Allied Holdings Common Stock under
the Plan will be bound by the terms of a Stockholders' Agreement
to the maximum extent permitted by applicable law, including the
Bankruptcy Code.

The form of the Stockholders' Agreement will be set forth in a
Plan Supplement.

The Stockholders' Agreement may provide for, among other things:

   (i) nomination and observation rights regarding the board of
       directors of the Reorganized Allied Holdings;

  (ii) approval rights of Yucaipa and possibly others regarding
       certain significant transactions involving Reorganized
       Allied Holdings;

(iii) pre-emptive rights in favor of Yucaipa and possibly others
       in connection with certain issuances of securities;

  (iv) "drag along" or "tag along" rights triggered upon certain
       sales or dispositions of the capital stock of Reorganized
       Allied Holdings, pursuant to which holders may be required
       to sell all their shares of New Allied Holdings Common
       Stock, or entitled to sell all or a portion of their
       New Allied Holdings Common Stock;

   (v) certain additional restrictions on transfer of New Allied
       Holdings Common Stock, including among others, rights of
       first refusal or other rights to purchase in favor of
       Reorganized Allied Holdings, Yucaipa or possibly others in
       connection with any proposed sale or transfer of New
       Allied Holdings Common Stock; and

  (vi) other terms, conditions and restrictions of the type
       included in stockholders' agreements.

If there are fewer than 300 initial holders of New Allied
Holdings Common Stock on the Effective Date, the Reorganized
Allied Holdings will not remain a "public" company subject to the
reporting requirements of the Exchange Act.  The Stockholders'
Agreement will then include transfer and trading restrictions
intended to limit the number of record holders of New Allied
Holdings Common Stock to no more than 290 per class of
securities.

If there are more than 300 Initial Holders of New Allied Holdings
Common Stock on the Effective Date, Reorganized Allied Holdings
would remain, for some period of time, a "public" company subject
to the reporting requirements of the Exchange Act.

                 Registration Rights Agreement

Pursuant to the Plan, on the Effective Date, Reorganized Allied
Holdings will be authorized to enter into a Registration Rights
Agreement with Yucaipa and potentially other holders of the New
Allied Holdings Common Stock.

The Registration Rights Agreement will provide:

   (i) certain rights to require Reorganized Allied Holdings to
       register a public offering;

  (ii) certain rights to demand that Reorganized Allied Holdings
       file, prepare and cause to become effective registration
       statement; and

(iii) piggyback registration rights.

The Registration Rights Agreement may also provide other holders
of New Allied Holdings Common Stock with certain registration
rights.  The form of the Registration Rights Agreement will be
set forth in a Plan supplement.

                 Management Services Agreement

The Plan contemplates that on the Effective Date, Reorganized
Allied Holdings will enter into a Management Services Agreement
with an affiliate of Yucaipa, with a term of five years.  The
term of the Management Services Agreement will be automatically
extended by 12 additional calendar months on an annual basis
unless Reorganized Allied Holdings provides prior notice of
nonrenewal.

The Management Services Agreement will provide that Yucaipa
affiliate may perform certain monitoring and management services,
including helping the company evaluate its strategic and
financing alternatives, improve labor relations, attract and
retain senior management, negotiate future collective bargaining
agreements, set strategic priorities, pursue revenue growth
opportunities, and develop strategies for upgrading the fleet.

The Yucaipa affiliate will receive an annual fee of $1,500,000
and reimbursement of out-of-pockets costs pursuant to the
Management Services Agreement.

The Management Services Agreement will be filed as part of a Plan
supplement.

A redlined copy of the Disclosure Statement, as amended, is
available for free at:

              http://researcharchives.com/t/s?1d08

A redlined copy of the First Amended Plan of Reorganization is
available for free at:

              http://researcharchives.com/t/s?1d09

                  Further Amendments to Plan

In the disclosure statement to a second amendment to the Plan,
the Plan Proponents notified creditors that as of April 5, 2007,
they have not reached agreement with the Official Committee of
Unsecured Creditors concerning the terms and conditions of the
various significant points of corporate governance, which may
affect the value of the recovery associated with the distribution
of the New Allied Holdings Common Stock under the Plan.  These
include the terms and conditions of the corporate organizational
documents of reorganized Allied Holdings, Inc., Stockholders'
Agreement, and Registration Rights Agreement.

The parties have agreed to negotiate in good faith toward the end
of reaching agreement on the matters but there is no assurance
they will reach agreement, which could result in various terms
and risks being different from those currently described in the
Disclosure Statement or various documents.

In the event agreement cannot be reached with the Creditors
Committee concerning the form of corporate governance documents
directed at minority shareholder rights, Yucaipa has agreed that
minority shareholders will have, at a minimum, the rights and
protections afforded to them in accordance with the law of the
State of Delaware.

Despite the concession, depending upon the outcome of the ongoing
good faith negotiations, the New Allied Common Stock to be
distributed under the Plan may be illiquid for an indeterminate
period of time, and minority shareholders may have a limited or
no voice in corporate matters.

The restrictions and limitations may have the effect of
substantially diminishing any value attributable to the equity
distribution under the Plan.

The Plan Proponents will provide the Creditors' Committee with
the form of any corporate governance documents before the Voting
Deadline to enable it to assess the rights and protections to be
afforded to minority shareholders.

A full-text copy of the Disclosure Statement to the Second
Amended Plan is available for free at:

              http://researcharchives.com/t/s?1d0a

                     About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its     
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


AMR CORP: Earnings Prompt S&P to Revise Outlook to Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AMR
Corp. (B/Positive/B-2) and subsidiary American Airlines Inc.
(B/Positive/--).  The rating outlook is revised to positive from
stable.
      
"The positive rating outlook reflects ongoing earnings, cash flow,
and balance sheet improvements that, if sustained could support an
upgrade over the next year," said Standard & Poor's credit analyst
Philip Baggaley.  Ratings on Fort Worth, Texas-based AMR and
American reflect participation in the competitive, cyclical, and
capital-intensive airline industry; erosion of financial strength
by substantial losses during 2001-2005; and a heavy debt and
pension burden.  Satisfactory liquidity, with $4.7 billion of
unrestricted cash and short-term investments at Dec. 31, 2006, and
an improving earnings trend, are positives.
     
American Airlines is the world's largest airline, measured by
traffic, with solid market shares in the U.S. domestic, trans-
Atlantic, and Latin American markets, but a minimal presence in
the Pacific.  American, like other large U.S. airlines, incurred
heavy losses starting in late 2000 through 2005 due to
industrywide problems of terrorism, war, high fuel prices, and
increasing price competition in the domestic market as low-cost
airlines expand.  Since then, accelerating pricing improvements in
the domestic market and ongoing cost reduction efforts have
generated much improved results.  In 2006, AMR earned $231
million, compared with a $857 million loss (a loss of $677 million
before special items) in 2005, as stronger revenue generation and
ongoing cost reductions outweighed higher fuel prices.  Fully
adjusted 2006 EBITDA coverage improved to 1.8x, from 1.2x the
prior year, and funds from operations to debt strengthened to 8%
from only 3% in 2005.
     
AMR has substantial ($24.6 billion) debt, leases, and
postretirement obligations, with debt to capital around 100%.  
Debt is gradually declining, as the company uses free cash flow to
pay maturities and, in some cases, repurchase outstanding notes.  
This effort gained a further boost with the Jan. 23, 2007,
issuance of approximately $500 million of common stock.  Although
the share issuance did not cause a material change in credit
ratios, it supports management's stated commitment to
strengthening AMR's balance sheet in advance of substantial
capital expenditure requirements to modernize American's fleet.  
American has indicated its intention to accelerate delivery of 47
B737-800s to begin delivery in 2009.  Defined-benefit pension
plans were underfunded (on a PBO basis) by $2.5 billion at year-
end 2006, with an added $3.1 billion liability for other
retirement benefits.  Passage of pension legislation in 2006 that
allows airlines to repay funding deficits over a longer period
will ease upcoming cash requirements significantly, though these
provisions are not as generous as those available to airlines that
have "frozen" or terminated their pension plans.
     
A healthy cash balance and solid internal cash generation support
credit quality, despite substantial debt maturities.  Further
gains in earnings and cash flow, if they appear sustainable, could
prompt an upgrade over the coming year.  The outlook could be
revised to stable if airline industry conditions weaken,
curtailing expected earnings improvements.


ASSET BACKED: S&P Puts D Rating on 2002-HE2 Class B Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from five Asset Backed Securities Corp. Home Equity Loan
Trust transactions.  Concurrently, two of the lowered ratings were
placed on CreditWatch with negative implications, and three remain
on CreditWatch negative.  Lastly, the ratings on the remaining
classes from these transactions were affirmed.
     
The lowered ratings and CreditWatch placements reflect excessive
realized losses that have continuously reduced
overcollateralization.  As of the March 2007 distribution date,
cumulative realized losses ranged from 1.05% to 5.87% of the
original pool balances, while severely delinquent loans (90-plus
days, foreclosure, and REO) ranged from 12.71% to 21.34% of the
current pool balances.  On average, the transactions with lowered
ratings are approximately 60% below their O/C targets.  The
average pool factor is approximately 16.50%.
     
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, S&P will take
further negative rating actions.  Conversely, if realized losses
no longer outpace monthly excess interest and O/C rebuilds toward
its target balance, we will affirm the ratings and remove them
from CreditWatch.
     
The rating on the class B certificates from series 2002-HE2 was
lowered to 'D' from 'CCC' as a result of a principal write-down of
$59,606. During the previous three remittance periods, monthly
losses have exceeded excess interest by approximately 6.60x.  As
of the March 2007 distribution, the transaction had experienced
approximately 2.93% in cumulative losses.  The pool factor is
approximately 6.35%.
     
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 excess spread, O/C, and subordination.  The
underlying collateral consists of closed-end, first-lien, fixed-
and adjustable-rate mortgage loans with original terms to maturity
of no more than 30 years.

                            Rating Lowered

                     Asset Backed Securities Corp.
                        Home Equity Loan Trust

                                         Rating
                                         ------
                     Series    Class   To      From
                     ------    -----   --      ----
                     2002-HE2    B     D       CCC

          Ratings Lowered and Placed on Creditwatch Negative
     
                     Asset Backed Securities Corp.
                        Home Equity Loan Trust

                                        Rating
                                        ------
               Series    Class    To             From
               ------    -----    --             -----
              2003-HE2    M5      BB/Watch Neg    BBB-
              2003-HE3    M5      BB/Watch Neg    BBB-
     
         Ratings Lowered and Remaining on Creditwatch Negative
     
                     Asset Backed Securities Corp.
                        Home Equity Loan Trust

                                     Rating
                                     ------
           Series    Class      To              From
           ------    -----      --              ----
          2003-HE1     M3      B/Watch Neg     BB/Watch Neg    
          2004-HE4     M7      BB/Watch Neg    BBB/Watch Neg   
          2004-HE4     M8      B/Watch Neg     BB-/Watch Neg    

                            Ratings Affirmed

                     Asset Backed Securities Corp.
                        Home Equity Loan Trust

                     Series      Class      Rating
                     ------      -----      ------
                     2002-HE2     M2           A
                     2003-HE1     M1           AA
                     2003-HE1     M2           A
                     2003-HE2     M1           AA
                     2003-HE2     M2           A
                     2003-HE2     M3           A-
                     2003-HE2     M4           BBB
                     2003-HE3     M1           AA
                     2003-HE3     M2           A
                     2003-HE3     M3           A-
                     2003-HE3     M4           BBB
                     2004-HE4     A1, A2       AAA
                     2004-HE4     M1, M2       AA
                     2004-HE4     M3           AA-
                     2004-HE4     M4           A
                     2004-HE4     M5           A-
                     2004-HE4     M6           BBB+

                       Other Outstanding Rating

         Asset Backed Securities Corp. Home Equity Loan Trust

                       Series     Class   Rating
                       ------     -----   ------
                       2003-HE1     M4     CCC


AVANT INTERACTIVE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Avant Interactive, Inc.
        195 Green Pond Road
        Rockaway, NJ 07866

Bankruptcy Case No.: 07-14967

Chapter 11 Petition Date: April 10, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Stephen Ravin, Esq.
                  Forman, Holt, Eliades & Ravin, L.L.C.
                  218 Route 17 North
                  Rochelle Park, NJ 07662
                  Tel: (201) 845-1000

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Creatier Interactive, L.L.C.                         $3,500,000
Kappen Muchin Rosenman, L.L.P.
2029 Century Park East, Suite 2600
Los Angeles, CA 90067

Scott Koepke, Esq.                                      $60,000

Scott Spolin, Esq.                                      $45,000
Spolin Silverman & Cohen, L.L.P.
100 Wilshire Boulevard, Suite 1400
Santa Monica, CA 90401

Joseph Barlett, Esq.                                    $18,116

A.D.R. Services                                          $3,700

Scott Copper                                             $3,470

Mark Margulis                                            $3,000

David Rosen                                             unknown


BEAR STEARNS: Moody's Puts Ba2 Rating on Class II-B-6 Certificates
------------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust 2007-
AR3, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans acquired and originated
by EMC Mortgage Corporation and Bear Stearns Residential Mortgage
Corporation for Groups I and II.  The collateral for Group II was
also originated by SouthStar Funding, Impac Funding Corporation,
and Aegis Mortgage Corporation.  The ratings are based primarily
on the credit quality of the loans, and on protection against
losses from subordination, overcollateralization, and excess
spread.  Moody's expects collateral losses to range from 1.05% to
1.25% for Group I, and from 0.90% to 1.10% for Group II.

EMC will service the loans.  Moody's has assigned EMC its servicer
quality rating of SQ2 as a primary servicer of prime loans.

The complete rating actions are:

Bear Stearns Mortgage Funding Trust 2007-AR3

Mortgage Pass-Through Certificates, Series 2007-AR3

      Cl. I-A-1, Assigned Aaa
      Cl. I-A-2, Assigned Aaa
      Cl. I-A-3, Assigned Aaa
      Cl. I-X, Assigned Aaa
      Cl. I-B-1, Assigned Aaa
      Cl. I-B-2, Assigned Aa1
      Cl. I-B-3, Assigned Aa1
      Cl. I-B-4, Assigned Aa2
      Cl. I-B-5, Assigned Aa3
      Cl. I-B-6, Assigned A1
      Cl. I-B-7, Assigned A2
      Cl. I-B-8, Assigned Baa1
      Cl. I-B-9, Assigned Baa2
      Cl. II-1A-1, Assigned Aaa
      Cl. II-1A-2, Assigned Aaa
      Cl. II-1A-3, Assigned Aaa
      Cl. II-2A-1, Assigned Aaa
      Cl. II-B-1, Assigned Aa1
      Cl. II-B-2, Assigned Aa3
      Cl. II-B-3, Assigned A2
      Cl. II-B-4, Assigned A3
      Cl. II-B-5, Assigned Baa1
      Cl. II-B-6, Assigned Ba2


BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1  
---------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Bear Stearns Second Lien Trust 2007-SV1,
and ratings ranging from Aa1 and Ba1 to the subordinate
certificates in the deal.

The securitization is backed by PHH Mortgage Corporation, Decision
One Mortgage Company, Wilmington Finance, and other originators
originated fixed-rate and adjustable-rate, subprime and prime
quality mortgage loans acquired by EMC Mortgage Corporation.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination,
overcollateralization, excess spread, and a swap agreement.  The
Class A-2 and Class A-3 ratings also benefit from a financial
guaranty insurance policy issued by XL Capital Assurance Inc.  
Moody's expects collateral losses to range from 7.30% to 7.80%

GMAC Mortgage, LLC and PHH Mortgage Corporation will service the
mortgage loans.  Wells Fargo Bank, N.A. (Wells Fargo) will act as
master servicer.  Moody's has assigned Wells Fargo its top
servicer quality rating of SQ1 as master servicer.

The complete rating actions are:

Bear Stearns Second Lien Trust 2007-SV1

Mortgage-Backed Certificates, Series 2007-SV1

       Cl. A-1, Assigned Aaa
       Cl. A-2, Assigned Aaa
       Cl. A-3, Assigned Aaa
       Cl. M-1, Assigned Aa1
       Cl. M-2, Assigned Aa2
       Cl. M-3, Assigned Aa3
       Cl. M-4, Assigned A1
       Cl. M-5, Assigned A2
       Cl. M-6, Assigned A3
       Cl. B-1, Assigned Baa1
       Cl. B-2, Assigned Baa2
       Cl. B-3, Assigned Baa3
       Cl. B-4, Assigned Ba1


BERRY PLASTICS: Completes Stock-for-Stock Merger with Covalence
---------------------------------------------------------------
Berry Plastics Group Inc. and Covalence Specialty Materials
Holding Corp. have completed their reported stock-for-stock
merger.

Berry Plastics appointed Ira Boots as Chairman and Chief Executive
Officer, and Brent Beeler as Chief Operating Officer, of the
combined company.

In addition, Berry Plastics said that Kip Smith, the former Chief
Executive Officer of Covalence, will continue to run the Covalence
businesses.

                         About Covalence

Covalence Specialty Materials Holding Corp. --
http://www.covcorp.com/ -- produces polyethylene-based plastic  
films, industrial tapes, medical specialties, packaging, and heat-
shrinkable coatings. About Berry Plastics

                       About Berry Plastics

Based in Evansville, Indiana, Berry Plastics manufactures and
markets plastic packaging products, and it also provides packaging
methods from multinational and local businesses.


BERRY PLASTICS: Moody's Cuts Corporate Family Rating to B2
----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Berry Plastics Holdings Corporation to B2.  The outlook is
stable.  This rating action concludes the review for possible
downgrade initiated on March 13, 2007 following the company's
announcement that it had entered into a definitive agreement to
merge with Covalence Specialty Materials Corporation in a stock-
for-stock merger.  The merger was consummated April 3, 2007.  
Additional instrument rating actions are detailed below.

The downgrade of Berry's Corporate Family Rating reflects
deterioration in credit metrics, change in operating profile and
integration risk in merging with CSMC.  Pro-forma for the
transaction, Debt to EBITDA is 7.2 times and EBIT to Gross
Interest Expense 0.8 times for the twelve months ended December
31, 2006.

The difference in product lines and size of CSMC represents a
material change to Berry's operating profile and source of
integration risk. Required investments for synergies will leave no
free cash flow for debt reduction in the near term and little
cushion for any negative variance.

Strengths in Berry's pro-forma competitive profile include annual
revenue of $3.1 billion with significant market shares in several
categories.  The merger will also add additional diversity to
Berry's end markets and increased scale.  The combined
organization is also expected to have good liquidity.

The ratings of Berry were downgraded:

     Corporate Family Rating, to B2 from B1

     Probability of Default Rating, to B2 from B1

     $225 million senior secured second lien FRN's due 2014,    
     downgraded to B3 (LGD 4, 65%) from B2 (LGD 4, 62%)

     $525 million senior secured second lien notes due 2014,
     downgraded to B3 (LGD 4, 65%) from B2 (LGD 4, 62%)

The ratings of Berry are confirmed and will be withdrawn:

     The Ba1 (LGD 2, 18%) rated $200 million senior secured      
     revolver due 2012

     The Ba1 (LGD 2, 18%) rated $675 million senior secured first
     Lien term loan B due 2013

The ratings of Berry assigned March 16, 2007 are now effective:

     $1,200 million senior secured term loan, Ba3 (LGD 2, 27%)

     Moody's also affirmed the Speculative Grade Liquidity Rating
     of SGL-2.

The rating outlook for Berry is stable.

The ratings of CSMC are confirmed and are to be withdrawn:

     The Corporate Family Rating of B1

     The Probability of Default Rating of B1

     The Ba3 (LGD 3, 34%) rated $300 million senior secured term   
     loan C due 2013

     The B2 (LGD 4, 62%) $175 million senior secured second lien   
     term loan due 2013

     The Speculative Grade Liquidity Rating of SGL-2.

The rating of CSMC was downgraded. These notes became obligations
of Berry upon the closing of the merger:

     $265 million senior subordinated notes due 2016, downgraded    
     to Caa1 (LGD 6, 90%) from B3 (LGD 5, 86%)

The ratings and outlook are subject to receipt of final
documentation.

Based in Evansville, Indiana, Berry Plastics Holdings Corporation
is one of the world's leading suppliers of rigid plastic packaging
products, serving customers in the food and beverage, healthcare,
household chemicals, personal care, home improvement, and other
industries.  Net sales for the twelve months ended December 30,
2006 amounted to approximately $1.4 billion.

Headquartered in Bedminster, New Jersey, Covalence Specialty
Materials Corporation is predominantly a North American
manufacturer of polyethylene-based plastic film, packaging
products, bags, and sheeting in a wide range of sizes, gauges,
strengths, stretch capacities, clarities and colors.  End markets
include Industrial, Building Products, Specialty/Custom,
Institutional, Retail, and Flexible Packaging.  Consolidated net
revenue for the twelve months ended December 31, 2006 is
approximately $1.7 billion.


CARLOS VALLEJO: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carlos Munoz Vallejo
        P.O. BOX 949
        San Lorenzo, PR 00754   

Bankruptcy Case No.: 07-01858

Chapter 11 Petition Date: April 9, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  Almeida & Davila, P.S.C.
                  1431 Ponce de Leon Avenue, Suite 303
                  San Juan, PR 00907

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express           Creditor is seeking to       $337,404
TR REL SER                 collect $337,404 for an
777 American               alleged credit card debt
Express Way                and attorneys fees.
Fort Lauderdale, FL 33337
     
Teresa Hidalgo             Creditors are                $225,000
Ana Munoz                  requesting in case EAC
P/C Agustin Gomez          2004--0245 (401) that
Tiburcio, Esq.             debtor's property located
Calle Georgetti, No.29     at Munoz Rivera St.,
Caguas, PR 00725           No.200 be turned over
                           to them.

Banco Popular              Banco Popular Visa            $20,800
GPO Box 362708
San Juan, PR 00936-2708

Luis Rodriguez E           Creditors seeking to          $10,000
Iliana Lopez               collect d/b/a Refizone
P/C Agustin Gomez          Air Conditioning in
Tiburcio, Esq.             case number KIDC-05-
Calle Georgetti, No.29     063. Debtor has a
Caguas, PR 00725           counterclaim for
                           $150,000 for breach of
                           contract.

Radio Shack                Credit Card                      $650
Credit Plan
P.O. Box 689182
Des Moines, IA 50368-9182


CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Carrington Mortgage Loan Trust,
Series 2007-FRE1, and ratings ranging from Aa1 to Ba1 to the
mezzanine certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate,
closed-end subprime mortgage loans originated by Fremont
Investment & Loan.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and a swap agreement.
Moody's expects collateral losses to range from 6.15% to 6.65%.

Primary servicing will be provided by EMC Mortgage Corporation.
Moody's has assigned EMC its top servicer quality rating of SQ1 as
a primary servicer of subprime loans.

The complete rating actions are:

Carrington Mortgage Loan Trust, Series 2007-FRE1

Asset-Backed Pass-Through Certificates, Series 2007-FRE1

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


CHASE FUNDING: S&P Hacks Rating on Class IB Certificates to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class IM-2 and I-B certificates from Chase Funding Trust 2001-2
and placed them on CreditWatch with negative implications.  Class
IM-2 was downgraded to 'BBB' from 'A' and class I-B was downgraded
to 'B' from 'BBB'. At the same time, the ratings on the remaining
classes from this transaction were affirmed.
     
The lowered ratings and CreditWatch placements reflect realized
losses that have reduced overcollateralization.  During the past
three remittance periods, realized losses have exceeded excess
interest by approximately 2.70x.  As of the March 2007
distribution date, O/C was below its target balance by
approximately 58%.  Serious delinquencies (90-plus day,
foreclosure, and REO) represent 9.23% of the current pool balance
and cumulative realized losses represent 3.49% of the original
pool balance.
     
Standard & Poor's will continue to closely monitor the performance
of this transaction.  If losses continue to outpace excess spread,
we will likely take additional negative rating actions.  
Conversely, if losses are covered by excess spread and O/C begins
to build toward its target balance, S&P will affirm the ratings
and remove them from CreditWatch.
     
The affirmations reflect actual and projected credit support that
is sufficient to maintain the current ratings.
     
Credit support for this transaction is provided by a combination
of excess spread, O/C, and subordination.  The underlying
collateral consists of conventional, fully amortizing, adjustable-
and fixed-rate mortgage loans, which are secured by first liens on
one- to four-family residential properties.
   
         Ratings Lowered and Placed on Creditwatch Negative
     
                    Chase Funding Trust 2001-2
              Mortgage loan asset-backed certificates
                          series 2001-2

                                Rating
                                ------
                Class     To               From
                -----     --               ----
                IM-2      BBB/Watch Neg     A
                IB        B/Watch Neg       BBB
    
                         Ratings Affirmed
     
                    Chase Funding Trust 2001-2
              Mortgage loan asset-backed certificates
                          series 2001-2

                      Class           Rating
                      -----           ------
                      IA-5, IA-6        AAA
                      IM-1              AA


CHATTEM INC: Prices $85 Million Senior Notes' Offering
------------------------------------------------------
Chattem Inc. reported the pricing of its offering of
$85 million aggregate principal amount of Convertible Senior
Notes due 2014 in an offering pursuant to Rule 144A under the
Securities Act of 1933, as amended, through the initial purchaser
of the notes.  Chattem also granted the initial purchaser of the
notes a 13-day option to purchase up to an additional $15 million
aggregate principal amount of notes solely to cover over-
allotments, if any.  The issuance of the notes closed on April 11,
2007.

The notes will pay interest semiannually at a rate of 1.625% per
annum.  The notes will be convertible at an initial conversion
rate of 13.6617 shares per $1,000 principal amount of notes,
which is equal to an initial conversion price of approximately
$73.20 per share.  This represents a 24% conversion premium based
on the last reported sale price of US$59.03 per share on
the NASDAQ Global Select Market on April 4, 2007.  In certain
circumstances, the notes will be convertible into cash up to the
principal amount, with any excess conversion value being
convertible into cash, shares of Chattem common stock or a
combination of cash and common stock, at Chattem's option.

Chattem estimates that the net proceeds from the offering of
notes will be approximately $83 million after deducting the
initial purchaser's discount and estimated offering expenses
(approximately $97 million if the initial purchaser exercises
in full its over-allotment option).  Chattem intends to use
approximately $25 million of the offering proceeds to fund a
convertible note hedge transaction to be entered into with an
affiliate of the initial purchaser, which transaction is
intended to offset Chattem's exposure to potential dilution upon
conversion of the notes.  Chattem will also enter into a
separate warrant transaction with an affiliate of the initial
purchaser that, together with the convertible note hedge
transaction, will have the effect of increasing the effective
conversion price to Chattem to approximately $94.45, which
represents a 60% conversion premium.  Chattem plans on using
proceeds from the warrant transaction (estimated at
approximately $15 million) and the net proceeds from the note
offering to repay amounts outstanding under its credit facility.

Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT)
-- http://www.chattem.com/-- manufactures and markets a variety  
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products.  The
company's products include Icy Hot(R), Gold Bond(R), Selsun
Blue(R), Garlique(R), Pamprin(R) and BullFrog(R).

Chattem has operations in the United Kingdom, Australia, and
Puerto Rico.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006
Moody's Investors Service confirmed the Ba3 corporate family
rating of Chattem Inc. and lowered the senior subordinated
rating to B2 from B1.  Moody's said the outlook is stable.


CINEMARK USA: Reports Expiration and Settlement of Tender Offer
---------------------------------------------------------------
Cinemark USA Inc. disclosed that on March 20, 2007, in
accordance with the terms and conditions of the Offer to
Purchase and Consent Solicitation Statement dated March 6, 2007,
it had received tenders of notes and deliveries of related
consents from holders of 99.92% of the outstanding notes as of
12:00 midnight, New York City time, on March 19, 2007 of the
consent date.  

As reported in the Troubled Company Reporter-Latin America on
March 9, 2007, the company commenced a cash tender offer for any
and all of its outstanding $332.25 million 9% Senior Subordinated
Notes due 2013 (CUSIP No. 172441AN7).  In conjunction with the
tender offer, the company also solicited consents and together
with the tender offer, offer to adopt proposed amendments to the
indenture, under which the notes were issued that would eliminate
substantially all restrictive covenants and certain event of
default provisions.  

As a result of the company's acceptance for purchase and payment
of such tendered notes and receipt of related consents as of the
consent date, the supplemental indenture with respect to the
notes became effective on March 20, 2007.

The company further said that on April 4, 2007 that it accepted
for purchase and payment or the final settlement $66,000 of
the aggregate outstanding principal amount of the notes that
were validly tendered after the consent date but at or prior to
12:00 midnight, New York City time, on April 2, 2007 or the
expiration date, pursuant to the tender offer.  The expiration
date marks the expiration of the tender offer.

Payment for the notes pursuant to the final settlement has been
made on April 4, 2007.  Holders of notes who tendered their
notes after the consent date but at or prior to the expiration
date received $1,042.58 for each $1,000 principal amount of
notes held by such holder plus accrued and unpaid interest up
to, but not including, the expiration date.

Lehman Brothers Inc. served as sole Dealer Manager and
Solicitation Agent and D.F. King & Co. Inc. served as
Information Agent and Tender Agent for the Offer.

     Lehman Brothers Inc.
     World Headquarters
     745 Seventh Avenue
     New York, New York 10019
     Telephone (212) 526-7000

     D.F. King & Co. Inc.
     940 Monroe St.
     Hoboken, New Jersey 07030-6429  
     Telephone (201) 963-3185

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

                        *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Moody's Investors Service downgraded Cinemark USA's bank rating to
Ba3 from Ba2 following the successful completion of the tender
offer by Cinemark USA, Inc. for its 9% Senior Subordinated Notes.


CIPHERGEN BIOSYSTEMS: PwC Expresses Going Concern Doubt
-------------------------------------------------------
Ciphergen Biosystems Inc. stated in its 2006 Annual Report on Form
10-K, an audit opinion of PriceWaterhouseCoopers LLP, which
contains a "going concern" qualification.  PwC said that Ciphergen
has suffered recurring losses and negative cash flows from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

The company reported net losses of $22 million and $35.4 million
for the years ended Dec. 31, 2006, and 2005, respectively.  It
generated total revenues of $18.2 million and $27.2 million for
the years 2006 and 2005, respectively.

As of Dec. 31, 2006, the company posted in its balance sheet total
assets amounting to $23 million and total liabilities amounting to
$32.9 million, resulting to total stockholders' deficit of
$9.9 million.  The company's accumulated deficit increased to
$217.9 million in 2006 from $195.8 million in 2005.

                  Liquidity and Capital Resources

From the company's inception through Dec. 31, 2006, it financed
operations principally with $229.2 million from the sales of
products and services to customers and net proceeds from debt and
equity financings totaling about $163.8 million.  Cash, cash
equivalents and short-term investments at Dec. 31, 2006, were
$17.7 million, as compared with $28 million at Dec. 31, 2005.  
Working capital at Dec. 31, 2006, was $13 million, as compared
with $27.1 million at Dec. 31, 2005.  The company believes that
currently available resources together with existing debt
facilities will not be sufficient to fund its obligations.

                      Outlook for Year 2007

The company expects to incur losses at least for the next year.
Due to the asset sale of its instrument business to Bio-Rad, the
company will have limited revenues until its diagnostic tests are
developed and successfully commercialized.  The company
anticipates quarterly results of operations will fluctuate for the
foreseeable future due to several factors, including market
acceptance of current and new products, the timing and results of
the company's research and development efforts, the introduction
of new products by competitors and possible patent or license
issues.  The company's limited operating history makes accurate
prediction of future results of operations difficult or
impossible.

                     Convertible Senior Notes

On Nov. 15, 2006, the company exchanged $27.5 million aggregate
principal amount of its 4.5% Convertible Senior Notes due 2008 for
$16.5 million aggregate principal amount of a new series of 7%
Convertible Senior Notes due Sept. 1, 2011, and $11 million in
cash, plus accrued and unpaid interest.  The interest rate of the
new notes may be reduced to 4% per year if the company receives
U.S. Food and Drug Administration's approval or clearance for
commercial sale of any of its ovarian cancer tests.  The new notes
are convertible into the company's common stock at an initial
conversion price of $2.00 per share.  On or after Sept. 1, 2009,
the company may, at its option, redeem the new notes for cash in
whole at any time or in part from time to time.

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

                    About Ciphergen Biosystems

Headquartered in Fremont, Calif., Ciphergen Biosystems Inc.
(NasdaqCM: CIPH) -- http://www.ciphergen.com/-- discovers,  
develops and commercializes specialty diagnostic tests that
provide physicians with information with which to manage their
patients' care and that improve patient outcomes.  The company
intends to do this using translational proteomics, which is the
process of answering clinical questions by utilizing advanced
protein separation tools to identify and resolve variants of
specific biomarkers, developing assays, and commercializing tests.

Prior to the sale of Ciphergen's instrument business to Bio-Rad,
the company developed, manufactured and sold ProteinChip(R)
Systems, which use patented SELDI technology.  These systems
consist of a ProteinChip Reader, ProteinChip Software and related
accessories, which are used in conjunction with the company's
consumable ProteinChip Arrays and ProteinChip Kits.  The company
marketed and sold its products primarily to research biologists in
pharmaceutical and biotechnology companies, and academic and
government research laboratories.


CLARKE AMERICAN: Net Income Decreases to $19.5 Million in 2006
--------------------------------------------------------------
Clarke American Corp. reported net income of $19.5 million for the
year ended Dec. 31, 2006, compared with net income of
$40.7 million for the year ended Dec. 31, 2005.  The decrease in
net income was primarily due to an increase in net interest
expense of $49.2 million, primarily related to indebtedness
incurred in connection with the financing for M & F Worldwide's
acquisition of Clarke American on Dec. 15, 2005.

For the year ended Dec. 31, 2006, Clarke American's consolidated
revenues increased to $623.9 million, compared with consolidated
revenues of $618.4 million for 2005.  

                          Merger Deal

On Dec. 20, 2006, M & F Worldwide Corp., Clarke American's parent
company, announced that it had signed a definitive merger
agreement with John H. Harland Company pursuant to which M & F
Worldwide would acquire Harland for $52.75 per share in cash.  The
merger is expected to close in the second half of 2007, subject to
the satisfaction of customary closing conditions, including
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and approval by
Harland's shareholders.  Clarke American has obtained committed
financing necessary to consummate the acquisition of Harland.  The
commitment letter for such financing provides that, concurrent
with the consummation of the Harland acquisition, the debt under
the current credit facilities and senior notes of Clarke
American would be repaid.

"Clarke American and Harland are two companies that have
consistently put their customers first in their respective long
histories," said Charles Dawson, president and chief executive
officer of Clarke American.  "This transaction reflects
our continued goal of meeting the evolving strategic needs of the
financial services industry."

Cash provided by operating activities decreased during 2006 by
$37.8 million compared to 2005 primarily due to net income for
2006 being $21.2 million lower than net income for 2005.

Cash used in investing activities decreased by $2.7 million during
2006 primarily due to decreased capital expenditures.

Cash used in financing activities during 2006 decreased by
$59.7 million.  The change in cash used in financing activities
was due to a $63.1 million decrease in dividend payments and a
$35.9 million decrease in net affiliate loan repayments, partially
offset by a $27.7 million increase in net external loan
repayments, $9.8 million related to cash overdrafts, and a
$1.8 million reduction in cash sourced from other financing
activities.

At Dec. 31, 2006, the company had total debt outstanding of  
$603.8 million compared with total debt outstanding of
$626.2 million at Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed
$1,118.3 million in total assets, $899 million in total
liabilities, and $219.3 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $80.1 million in total current assets available to
pay $113.1 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1cf7

                      About Clarke American

Clarke American Corp. -- http://www.clarkeamerican.com/-- is a  
leading provider of checks, related products and services, and
marketing services.  Clarke American serves financial institutions
through the Clarke American and Alcott Routon brands and serves
consumers and businesses directly through the Checks In The Mail
and B2Direct brands.  Clarke American is an indirect wholly owned
subsidiary of M & F Worldwide Corp. (NYSE: MFW), a holding company
that, in addition to Clarke American, wholly owns Mafco Worldwide
Corporation, which is the world's largest producer of licorice
extracts and related products.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Moody's Investors Service downgraded the Corporate Family rating
of Clarke American Corp. to B2 from B1, concluding the review for
downgrade initiated on Dec. 21, 2006, in connection with the
proposed $1.7 billion acquisition of the John H. Harland Company
by Clarke's parent company, M & F Worldwide Corp.


COMMERCIAL MORTGAGE: Moody's Puts Low-B Ratings on Six Securities
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by CD 2007-CD4 Commercial Mortgage Trust.  The
provisional ratings issued on March 21, 2007 have been replaced
with these definitive ratings:

      Class A-1, $91,109,000, rated Aaa
      Class A-2A, $100,000,000, rated Aaa
      Class A-2B, $1,066,703,000, rated Aaa
      Class A-3, $464,222,000, rated Aaa
      Class A-SB, $161,959,000, rated Aaa
      Class A-4, $1,737,121,000, rated Aaa
      Class A-1A, $998,756,000, rated Aaa
      Class A-MFX, $594,982,000, rated Aaa
      Class A-J, $585,733,000, rated Aaa
      Class B, $41,249,000, rated Aa1
      Class C, $90,748,000, rated Aa2
      Class D, $57,748,000, rated Aa3
      Class E, $41,249,000, rated A1
      Class F, $49,498,000, rated A2
      Class XP, $4,082,548,050*, rated Aaa
      Class XC, $4,157,883,626*, rated Aaa
      Class A-MFL, $65,000,000, rated Aaa
      Class G, $65,999,000, rated A3
      Class H, $74,248,000, rated Baa1
      Class J, $65,998,000, rated Baa2
      Class K, $74,248,000, rated Baa3
      Class L, $24,749,000, rated Ba1
      Class M, $16,499,000, rated Ba2
      Class N, $16,500,000, rated Ba3
      Class O, $16,500,000, rated B1
      Class P, $8,249,000, rated B2
      Class Q, $16,500,000, rated B3
      Class S, $74,248,279, rated NR

* Approximate notional amount

Moody's has assigned definitive ratings to these additional class
of certificates:

      Class XW, $2,441,931,653*, rated Aaa

* Approximate notional amount


CORDIA CORPORATION: Lazar Levine Raises Going Concern Doubt
-----------------------------------------------------------
Lazar Levine & Felix LLP raised substantial doubt about the
ability of Cordia Corporation to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's negative
working capital, stockholders' deficit and losses from operations.

As of Dec. 31, 2006, the company listed total stockholders'
deficit of $445,442, resulting from total assets of $9.3 million
and total liabilities of $9.7 million, and minority interests of
$2,745.  The company had an accumulated deficit of $6.5 million as
of Dec. 31, 2006, up from an accumulated deficit of $3.4 million a
year ago.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $6.9 million available to
pay total current liabilities of $9.6 million.

For the year ended Dec. 31, 2006, the company had a net loss of
$3.1 million on total revenues of $37.5 million, as compared with
a net income of $1.3 million on total revenues of $42 million for
the year ended Dec. 31, 2005.

At Dec. 31, 2006, the company had cash and cash equivalents,
including restricted cash, of about $1.4 million, a decrease of
about $971,000 from amounts reported at Dec. 31, 2005, and
negative working capital of about $2.7 million, as compared with
working capital of about $1.2 million reported at Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cf2

                        About Cordia Corp.

Cordia Corporation provides business, residential, and wholesale
customers with local and long distance voice services utilizing
traditional wireline and Voice over Internet Protocol
technologies.  The company also derives revenue from its web-based
service offerings, which include the solutions it offers on an
outsourced basis to other telecommunications service providers on
a contractual and on a month-to-month basis.  An additional, but
lesser source of revenue is derived from Carrier Access Billing
Services.


COVALENCE SPECIALTY: Completes Merger with Berry Plastics
---------------------------------------------------------
Covalence Specialty Materials and Berry Plastics Group Inc.
Holding Corp. have completed their reported stock-for-stock
merger.

Berry Plastics appointed Ira Boots as Chairman and Chief Executive
Officer, and Brent Beeler as Chief Operating Officer, of the
combined company.

In addition, Berry Plastics said that Kip Smith, the former Chief
Executive Officer of Covalence, will continue to run the Covalence
businesses.

                       About Berry Plastics

Based in Evansville, Indiana, Berry Plastics manufactures and
markets plastic packaging products, and it also provides packaging
methods from multinational and local businesses.

                         About Covalence

Covalence Specialty Materials Holding Corp. --
http://www.covcorp.com/ -- produces polyethylene-based plastic  
films, industrial tapes, medical specialties, packaging, and heat-
shrinkable coatings. About Berry Plastics


COVALENCE SPECIALTY: Moody's to Withdraw Low-B Ratings
------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Berry Plastics Holdings Corporation to B2.  The outlook is
stable.  This rating action concludes the review for possible
downgrade initiated on March 13, 2007 following the company's
announcement that it had entered into a definitive agreement to
merge with Covalence Specialty Materials Corporation in a stock-
for-stock merger.  The merger was consummated April 3, 2007.  
Additional instrument rating actions are detailed below.

The downgrade of Berry's Corporate Family Rating reflects
deterioration in credit metrics, change in operating profile and
integration risk in merging with CSMC.  Pro-forma for the
transaction, Debt to EBITDA is 7.2 times and EBIT to Gross
Interest Expense 0.8 times for the twelve months ended December
31, 2006.

The difference in product lines and size of CSMC represents a
material change to Berry's operating profile and source of
integration risk. Required investments for synergies will leave no
free cash flow for debt reduction in the near term and little
cushion for any negative variance.

Strengths in Berry's pro-forma competitive profile include annual
revenue of $3.1 billion with significant market shares in several
categories.  The merger will also add additional diversity to
Berry's end markets and increased scale.  The combined
organization is also expected to have good liquidity.

The ratings of Berry were downgraded:

     Corporate Family Rating, to B2 from B1

     Probability of Default Rating, to B2 from B1

     $225 million senior secured second lien FRN's due 2014,    
     downgraded to B3 (LGD 4, 65%) from B2 (LGD 4, 62%)

     $525 million senior secured second lien notes due 2014,
     downgraded to B3 (LGD 4, 65%) from B2 (LGD 4, 62%)

The ratings of Berry are confirmed and will be withdrawn:

     The Ba1 (LGD 2, 18%) rated $200 million senior secured      
     revolver due 2012

     The Ba1 (LGD 2, 18%) rated $675 million senior secured first
     Lien term loan B due 2013

The ratings of Berry assigned March 16, 2007 are now effective:

     $1,200 million senior secured term loan, Ba3 (LGD 2, 27%)

     Moody's also affirmed the Speculative Grade Liquidity Rating
     of SGL-2.

The rating outlook for Berry is stable.

The ratings of CSMC are confirmed and are to be withdrawn:

     The Corporate Family Rating of B1

     The Probability of Default Rating of B1

     The Ba3 (LGD 3, 34%) rated $300 million senior secured term   
     loan C due 2013

     The B2 (LGD 4, 62%) $175 million senior secured second lien   
     term loan due 2013

     The Speculative Grade Liquidity Rating of SGL-2.

The rating of CSMC was downgraded. These notes became obligations
of Berry upon the closing of the merger:

     $265 million senior subordinated notes due 2016, downgraded    
     to Caa1 (LGD 6, 90%) from B3 (LGD 5, 86%)

The ratings and outlook are subject to receipt of final
documentation.

Based in Evansville, Indiana, Berry Plastics Holdings Corporation
is one of the world's leading suppliers of rigid plastic packaging
products, serving customers in the food and beverage, healthcare,
household chemicals, personal care, home improvement, and other
industries.  Net sales for the twelve months ended December 30,
2006 amounted to approximately $1.4 billion.

Headquartered in Bedminster, New Jersey, Covalence Specialty
Materials Corporation is predominantly a North American
manufacturer of polyethylene-based plastic film, packaging
products, bags, and sheeting in a wide range of sizes, gauges,
strengths, stretch capacities, clarities and colors.  End markets
include Industrial, Building Products, Specialty/Custom,
Institutional, Retail, and Flexible Packaging.  Consolidated net
revenue for the twelve months ended December 31, 2006 is
approximately $1.7 billion.


EAGLE BROADBAND: Trades as EAGB on the OTC Market Effective Apr. 9
------------------------------------------------------------------
Eagle Broadband, Inc., disclosed that effective April 9, 2007, the
company's stock will trade on the over-the-counter market under
the symbol "EAGB".

The company anticipates that its stock will be quoted on the OTC
Bulletin Board, provided that a market maker in the common stock
files the appropriate application with, and the NASD clears such
application.  Quotations should continue to be available on
financial websites such as Yahoo! Finance and Google Finance.

On March 28, 2007, the company's board of directors has determined
not to pursue the hearing before the Listing Qualifications Panel
of the American Stock Exchange regarding the continued listing of
the company's stock.  The company notified the Amex of the board's
determination and anticipates that its stock will be removed from
listing on the Amex effective April 9, 2007.

"Following a careful analysis, the company believes it is to the
best interest of the company and its shareholders that the company
not pursue the delisting hearing," Jim Reinhartsen, Eagle's
chairman said.  "Having the stock trade on the OTC market will
have no effect on the company's operations, and the company will
also realize significant cost savings. Eagle will continue to file
all required SEC reports and remain a fully reporting company."

                       About Eagle Broadband

Headquartered in League City, Texas, Eagle Broadband Inc.
(AMEX:EAG) -- http://www.eaglebroadband.com/-- provides bundled
digital services, satellite communications products, project
management, and enterprise management products and services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, raised substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


ENRON CORP: Distributes $1.8 Billion to Unsecured Creditors
-----------------------------------------------------------
Enron Creditors Recovery Corp., fka Enron Corp., reported its
fifteenth distribution to Creditors of Enron Creditors Recovery
Corp. and its affiliated Debtor companies.

[Mon]day's distribution to holders of allowed general
unsecured claims and allowed guaranty claims totals approximately
$1,869,700,000, consisting of cash of approximately
$1,698,000,000 and shares of Portland General Electric Company
stock valued at approximately $171,700,000.

Since November 2004, Enron has returned approximately
$11,479,000,000 to Creditors in twice-yearly distributions, in
April and October, as well as in "catch-up" distributions paid on
an interim basis every two months.

"[Mon]day's distribution is another significant milestone in
the liquidation process and represents a tremendous financial
outcome for the Enron estate," said John Ray, President and
Chairman of the Board.  "The Estate continues to focus on its
principal mandate to sell remaining assets, settle claims, and
prosecute litigation, including the MegaClaims litigation against
Citigroup and Deutsche Bank AG, the only remaining defendants.
The trial on these fraud and bankruptcy claims is set to begin in
January 2008," Ray concluded.

[Mon]day's distribution included 8,171,979 shares of PGE,
which, when added to prior distributions of 30,336,445 shares,
cumulatively represent approximately 62% of PGE's 62,500,000
shares to be distributed by the Enron Estate.

Pursuant to Sections 21.3 and 32.1 of the Plan, a
significant number of PGE shares were previously reserved to
maintain a balanced mix of Plan Currency by Plan Class and
provide for potential additional cash inflows to the estates from
litigation, asset sales and other resources.

Enron has conducted a review by Plan Class, and based on
recent settlements and current projections, Enron has determined
it can prudently release approximately 3,300,000 shares that were
previously reserved as part of the total distribution of
8,171,979 shares [Mon]day.  However, reserves vary by Plan Class,
and accordingly, certain Creditors are receiving no additional
PGE shares in the April 2007 distribution.

The remaining 23,978,933 PGE shares will be held by the
Disputed Claims Reserve, which is not affiliated with Enron, for
future distribution to creditors of Enron by the Disbursing Agent
in accordance with the Chapter 11 Plan.  The Disputed Claims
Reserve currently consists of approximately $4,510,000,000 in
cash and $503,700,000 in plan value of PGE shares ($21.008 per
share).

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


ENRON CORP: CRRA Inks $16 Million Settlement with Murtha Cullina
----------------------------------------------------------------
The Connecticut Resources Recovery Authority has reached a
$16,250,000 settlement agreement with Murtha Cullina LLP, the law
firm that advised the agency in its loan agreement with Enron
Corp., reports Gregory Seay of the Hartford Courant, Connecticut.

According to Mr. Seay, Attorney General Richard Blumenthal and
CRRA Chairman Michael A. Pace said the quasi-public agency has so
far recovered $152,000,000 of the lost $220,000,000 investment
from Enron's estate and professional advisers who were allegedly
responsible to protect CRRA from being "victimized."

Mr. Seay reports that "it is up to a Waterbury judge how much of
those settlements, if any, is refunded to municipalities who
insist CRRA overcharged to take their trash as a result of the
Enron deal."

The Settlement does not bar Murtha Cullina from continuing or
pursuing future contracts for legal work for the state, Mr. Seay
says.

The Settlement cost will be borne by Murtha Cullina's liability
insurance carrier, Mr. Seay discloses, citing Alfred E. Smith
Jr., the firm's managing partner.

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


FAIRPOINT COMM: Completes Sale of Orange County-Poughkeepsie Asset
------------------------------------------------------------------
FairPoint Communications, Inc. has completed the sale of its
investment in Orange County-Poughkeepsie Limited Partnership.

The sale is related to FairPoint's pending merger with the
wireline operations of Verizon in Maine, New Hampshire and
Vermont.
   
FairPoint held a 7.5% stake in the Orange County-Poughkeepsie
Limited Partnership.  The company will record a gain on the sale
of $48.3 million.  Of the $55 million in total proceeds,
$1 million was paid to the company in the form of a distribution
from the partnership in the first quarter of 2007.  The remaining
proceeds of $54 million were received from the purchasers of
FairPoint's interest in the partnership.  Under the terms of the
fourth amendment to the company's credit facility, the gain on the
sale will not be added to Cumulative Cash Available for Dividends
under the company's credit facility.  

FairPoint intends to use the net proceeds to fund transaction
related costs associated with the pending Verizon wireline
merger.
    
FairPoint has historically received annual distributions of
$9 to $10 million from the Orange County-Poughkeepsie investment.
Due to the sale, FairPoint will not receive any further
distributions from the Orange County-Poughkeepsie.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- provides communications services to    
rural communities across the country.  FairPoint acquires and
operates telecommunications companies for the delivery of service
to rural communities.  The company owns and operates 31 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                         *     *     *

FairPoint Communications Inc.'s long-term corporate family and
probability of default carry Moody's Investors Service's 'B1'
rating.  The outlook is stable.

Standard and Poor's assigned 'BB-' on its long-term foreign and
local issuer credit rating.


FREEPORT-MCMORAN: Equity Financing Cues Fitch's Positive Outlook
----------------------------------------------------------------
Fitch has changed the Rating Outlook to Positive for Freeport-
McMoRan Copper & Gold (NYSE: FCX) following the completion of
$5.76 billion in equity financings.  Net proceeds in the amount of
$5.6 billion will be used to repay borrowings under the secured
term loans used to finance, in part, the acquisition of Phelps
Dodge Corporation.

Fitch rates FCX as, the Outlook is revised to Positive:

    -- Issuer Default Rating 'BB';

    -- $500 million PT Freeport Indonesia/FCX Secured Bank
       Revolver 'BBB-';

    -- $1 billion Secured Bank Revolver 'BB';

    -- $2.5 billion Secured Bank Term Loan A 'BB';

    -- $7.5 billion Secured Bank Term Loan B 'BB';

    -- Existing Notes to be secured 'BB';

    -- 10.125% senior notes due 2010;

    -- 6.875% notes due 2014.

    -- 7% convertible notes due 2011 'BB-'.

    -- FCX Unsecured Notes due 2015 and 2017 'BB-'

    -- FCX Convertible Preferred Stock B+.

Fitch rates Phelps Dodge as, the Outlook is revised to Positive:

    -- Cyprus Amax 7.375% Notes due May 2007 'BB-';
    -- Senior Unsecured Notes and Debentures 'BB-';
    -- 8.75% notes due 2011;
    -- 7.125% debentures due 2027;
    -- 9.50% notes due 2031;
    -- 6.125% notes due 2034.

Loan prepayments are applied to reduce subsequent scheduled
repayments in direct order which will result in no scheduled
repayment over the medium term; scheduled loan repayments
aggregated $325 million annually over the medium term.  Annual
dividends will increase by about $252 million and interest costs
will be reduced by about $385 million, annually.

The ratings reflect FCX's position as the world's second largest
copper producer, its diversified operations and strong liquidity
as well as the company's exposure to copper prices and its
relatively high financial leverage.  Fitch's outlook for copper
producers is to continue to benefit from a strong pricing
environment over the near term.


FRENCH LICK: Default Prompts Moody's to Review Ratings
------------------------------------------------------
Moody's placed all ratings for French Lick Resorts & Casino, LLC
on review for possible downgrade.  The review was prompted by
FLRC's failure to provide audited financial statements for its
fiscal year ended December 31, 2006.

This failure has caused an event of default under the company's
$25 million revolving credit agreement that gives the lender the
right to refuse further advances and to accelerate.  FLRC is
working towards a formal agreement with its lender to waive the
default and extend the deadline for delivery of its financial
statements until May 31, 2007 and allow the company to request
advances.  The review also reflects Moody's concerns regarding a
slower than expected ramp-up of the resort since opening, and the
ongoing dispute among FLRC's owners.

Moody's review will focus on: FLRC's negotiations with its lender
for a waiver and continued access to the revolving credit
facility, performance of the resort relative to prior expectations
and the impact on liquidity going forward, as well as the impact
the dispute among the ownership may be having on operations.

Moody's last rating action on FLRC occurred on March 17, 2006 when
Moody's assigned a corporate family rating of B3 to FLRC.

French Lick Resorts & Casino, LLC is privately owned company that
owns a luxury resort casino comprised of two historic hotels,
about 1,202 slots and 32 tables games, 12 poker tables, and 45
holes of golf in French Lick, Indiana


FRENCH LICK: Loan Facility Default Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on French
Lick Resorts & Casino LLC, including the 'B-' corporate credit
rating, on CreditWatch with negative implications.  The
CreditWatch listing follows the company's failure to provide
completed audited financial statements for the period ended Dec.
31, 2006, which constitutes an event of default under the
company's $25 million furniture, fixtures, and equipment loan
facility.
     
Lenders under the facility have the right to stop making advances
and to accelerate repayment.  While no formal waiver has been
executed, the FF&E lenders have agreed in principle to waive the
default and extend the deadline for delivery of financial
statements to May 31, 2007.  Resolution of the CreditWatch listing
would, however, be contingent, in part, on the company executing a
formal agreement with the lenders.  At this time, FLRC believes
preparation of its audited financial statements will be complete
on, or prior to, the May 31 deadline.  Under FLRC's indenture for
its $270 million first mortgage notes, the acceleration of the
FF&E facility, if it were to occur, would constitute an event of
default under the notes, whereby holders of 25%
of the outstanding principal amount may choose to accelerate the
maturity of all the notes.
      
"In resolving the CreditWatch listing, S&P will monitor and assess
FLRC's progress in conversations with the FF&E lenders regarding
obtaining waivers, as well as any amendments to the credit
agreement that might ensue," said Standard & Poor's credit analyst
Ariel Silverberg.


GREGORY VALLARTA: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Gregory S. Vallarta
         April A. Vallarta
         323 West Schille, Unit 3E
         Chicago, IL 60610

Bankruptcy Case No.: 07-05864

Chapter 11 Petition Date: April 2, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtors' Counsel: Joel A. Schechter, Esq.
                  Law Offices of Joel Schechter
                  53 West Jackson Boulevard, Suite 1025
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sovereign Bank                323 W. Schiller           $146,655
P. O. Box 16255               Unit 3E, Chicago,         Secured:
Reading, PA 196126255         IL 60610                  $750,000
                                                    Senior lien:
                                                       ($622,290

MBNA America                  miscellaneous              $28,071
Phillips & Cohen              credit card charges
Associates, Ltd
258 Chapman Road
Suite 205
Newark, DE 19702

Chase Cardmember              miscellaneous              $15,568
Services                      credit card charges
P.O. Box 15153
Wilmington, DE 198865153

American Express              miscellaneous              $14,249
                              credit card charges

Discover                      miscellaneous               $9,091
                              credit card charges

HFC                           personal loan               $8,779

American Express              miscellaneous               $8,519
                              credit card charges

Citi Bank                     miscellaneous               $7,949
                              credit card charges

American Express              miscellaneous               $7,631
                              credit card charges

Wells Fargo                    1999 Chevrolet             $6,748
                               Tahoe                    Secured:
                                                          $6,000

Bank of America               miscellaneous               $5,431
                              credit card charges

Discover                      miscellaneous               $3,895
                              credit card charges

GE Money                      miscellaneous               $2,782
                              credit card charges

Sams Club                     miscellaneous               $2,539
                              store charges

Mobil                         gas charges                 $1,356

Wells Fargo                   miscellaneous               $1,080
                              credit card charges

Bloomingdales                 miscellaneous                 $483
                              store charges


GROUP 1: Earns $14.8 Million in Fourth Quarter Ended December 31
----------------------------------------------------------------
Group 1 Automotive Inc. reported net income for the fourth quarter
ended Dec. 31, 2006, of $14.8 million.  These results include a
non-cash, after-tax charge of $1.5 million related to fixed asset
write-offs associated with a domestic disposal as well as
franchise rights impairment charges.  Excluding this charge, net
income was $16.3 million for the fourth-quarter period.  This
compares with net income of $16.2 million in the fourth quarter of
2005.  

Fourth-quarter total revenues increased 5.7% to $1.5 billion from
$1.4 billion in the previous-year quarter.  

Gross margin decreased 20 basis points to 15.6% with slight
declines in all segments except total used vehicle margin that
remained steady at 9.1%.

Group 1 noted that within its domestic stores, overall Ford sales
declined significantly, particularly in December when the company
experienced a 36 percent decline in F-Series truck sales.  In
California, the company experienced a slowing across all brands as
market conditions softened in that region.  The sudden decrease in
sales and gross profit resulting from these market issues
increased SG&A as a percent of gross profit to 80.3 percent for
the fourth quarter, down 10 basis points from the same period a
year ago, but up from the 75.5 percent for the first nine months
of 2006.

Income from operations increased 5.7 percent to $39.2 million in
the fourth quarter.  Operating margin was equal to the same period
last year at 2.6 percent.

Total floorplan interest expense expanded 17.4 percent to
$11.7 million, reflecting the higher year-over-year weighted
average interest rates.  Partially offsetting the higher rates was
an $18.9 million decrease in weighted average floorplan
borrowings.  Other interest expense also increased $1.5 million,
or 37.5 percent, primarily due to a $255.8 million increase in
weighted average borrowings outstanding in the period, reflecting
the issuance of the 2.25 percent convertible notes in June.

                     Asset Impairment Charges

In connection with its annual assessment of goodwill and
indefinite-lived intangible assets, the company recorded a non-
cash, pretax charge of $1.4 million, related to two of its
domestic franchises after it was determined that the fair value of
these domestic franchises no longer supported the carrying value
associated with them. In addition, Group 1 recorded a non-cash,
pretax impairment charge of $800,000 related to one of its Atlanta
Ford dealerships.

                        Full-Year Results

On a full-year basis, net income was up 25.8 percent to
$88.4 million, compared with net income of $70.3 million, before
cumulative effect of a change in accounting principle in 2005.  
Excluding the fixed asset write-offs associated with a domestic
disposal as well as franchise rights impairment charges, net
income was $89.8 million.  The company reported total revenues of
$6.1 billion in 2006, compared with total revenues of $6 billion
in 2005.

Group 1 realized a 30 basis-point increase in gross margin to
15.9 percent, primarily driven by the 60 basis-point improvement
in total used vehicle margin.  SG&A declined 280 basis points as a
percent of gross profit to 76.7 percent over the prior year.

"Our full-year results demonstrate the effectiveness of the
strategic initiatives we began implementing at the start of 2006,"
said Earl J. Hesterberg, Group 1's president and chief executive
officer.  "The focus placed on our used vehicle business was
rewarded with margin improvements on both a consolidated and same-
store basis.  Management will continue to focus on the used
vehicle business while implementing new initiatives surrounding
our parts and service business and purchasing efforts."

                Acquisition and Disposition Recap

Group 1 expanded its import and luxury offerings by acquiring 14
import and luxury franchises in 2006 with total estimated
aggregate annual revenues of $728.1 million.  The company also
acquired one domestic franchise, in association with a
divestiture, with estimated annual revenues of $4 million.

In conjunction with Group 1's strategy to dispose of its
underperforming dealerships, the company divested of eight
domestic and five import franchises with trailing twelve-month
revenues of $197.8 million in 2006.

At Dec. 31, 2006, the company's balance sheet showed $2.1 billion
in total assets, $1.4 billion in total liabilities, $20.9 million
in deferred revenues, and $692.8 million in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1cf6

For the year ended Dec. 31, 2006, the company generated
$53.4 million in net cash from operating activities, primarily
driven by net income, compared with $365.4 million in net cash
from operating activities during 2005, primarily driven by net
income, after adding back the non-cash cumulative effect of a
change in accounting principle charge, current year asset
impairments and depreciation and amortization, along with a
$130.6 million decrease in inventory and a $102.5 million increase
in borrowings from manufacturer-affiliated lenders.

During 2006, the company used approximately $269.3 million in
investing activities, compared with net cash used in investing
activities of $50 million during 2005.

During 2006, the company obtained approximately $217.4 million
from financing activities, primarily from $280.8 million of net
proceeds from the issuance of the 2.25% Convertible Notes,
$80.6 million of proceeds from the sale of the warrants and
$23.7 million of proceeds from the issuance of common stock to
benefit plans.  Offsetting these receipts was $116.3 million used
to purchase the calls on the company's common stock and
$55 million used to repurchase outstanding common stock.  This
compares with $315.5 million net cash used in financing activities
during 2005.

                          About Group 1

Group 1 Automotive Inc. (NYSE: GPI) -- http://www.group1auto.com/
-- owns 104 automotive dealerships comprised of 143 franchises, 33
brands and 28 collision service centers in Alabama, California,
Florida, Georgia, Kansas, Louisiana, Massachusetts, Mississippi,
New Hampshire, New Jersey, New Mexico, New York, Oklahoma and
Texas. Through its dealerships, the company sells new and used
cars and light trucks; arranges related financing, vehicle service
and insurance contracts; provides maintenance and repair services;
and sells replacement parts.

                          *     *     *

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


HALLMAN AND LYNGHOLM: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hallman and Lyngholm Realty, Inc.
        151 Vollmer Avenue
        Oldsmar, FL 34677

Bankruptcy Case No.: 07-02767

Chapter 11 Petition Date: April 9, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Alberto F. Gomez Jr., Esq.
                  Morse & Gomez, P.A.
                  119 South Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


HANCOCK FABRICS: U.S. Trustee Appoints Five-Member Creditors Panel
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
has appointed five creditors to the Official Committee of
Unsecured Creditors in Hancock Fabrics Inc. and its
debtor-affiliates Chapter 11 cases.

The Creditors Committee consists of:

   1. Developers Diversified Realty Corp.
      3300 Enterprise Parkway
      Beachwood, Ohio 44122
      Attn: Eric D. Cotton, Esq.
      Tel. No.: (216) 755-5660
      Fax No.: (216) 755-1660

   2. Janome America, Inc.
      10 Industrial Avenue
      Mahwah, New Jersey 07430
      Attn: Michael McDonagh
      Tel. No.: (201) 825-3200
      Fax No.: (201) 825-3612

   3. Silk Crafts, Inc.
      134 West 37th Street
      New York, New York 10018
      Attn: Mukesh Gupta
      Tel. No.: (212) 868-9280
      Fax No.: (212) 868-9281

   4. Textile Creations, Inc.
      3535 Quakerbridge Road, Suite 400
      Hamilton, New Jersey
      Attn: James E. Hankins II
      Tel. No.: (609) 631-4433
      Fax No.: (609) 631-4434

   5. West Broadway Book Distribution, LLC
      233 Spring Street
      New York, New York 10013
      Attn: Jay Stein
      Tel. No.: (212) 937-1533
      Fax No.: (212) 486-2860

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

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 4,
http://bankrupt.com/newsstand/or 215/945-7000).   


HANCOCK FABRICS: Hires Keen Realty as Real Estate Consultant
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted its permission to Hancock Fabrics and its debtor-
affiliates to employ Keen Realty LLC as their real estate
consultant.  

In connection with Debtors' planned going-out-of-business sale
involving approximately 100 stores, Keen Realty will assist the
Debtors in the marketing and sale of certain of their non-
residential real property leases and fee properties.  The
Debtors also seek to conduct an analysis of certain store leases
to determine whether to assume, reject or renegotiate the terms
of the leases.

The Debtors entered into an agreement with Keen Realty on
March 20, 2007.  Pursuant to said agreement, Keen Realty is
expected to:

   (a) perform leasehold and sub-leasehold valuations for
       occupancy documents and fee property valuations identified
       by the Debtors;

   (b) negotiate waivers, reductions and payment terms for
       prepetition cure amounts;

   (c) assist in rejection claim analysis and evaluation of their
       allowance or disallowance;

   (d) conduct negotiations with respect to mitigation of
       landlord rejection damage claims; and

   (e) attend and participate in Court hearings.

Keen Realty will also have sole and exclusive authority to offer
leasehold, sub-leasehold and fee-owned properties for
disposition, and will undertake all activities related to the
disposition of those properties including, but not limited to:

   -- reviewing pertinent documents, in consultation with
      the Debtors' counsel;

   -- creating a marketing plan and budget;

   -- utilizing the firm's "best efforts" to market the
      properties;

   -- creating an active market and obtain the best terms for the
      properties;

   -- preparing and disseminating marketing materials;

   -- communicating with parties interested in the properties;
      and

   -- responding to and providing information necessary to
      negotiate with and solicit offers from prospective
      purchasers or settlements from landlords.

Keen Realty will also undertake all activities related to an
auction with respect to the Disposition Properties, including,
but not limited to:

   -- implementing the marketing plan to promote the auction;

   -- preparing and disseminating all auction marketing
      materials;

   -- preparing and organizing the auction of the Disposition
      Properties;

   -- utilizing the firm's "best efforts" to seek auction bids
      from interested parties and locate additional parties with
      an interest in participating in the auction;

   -- responding to and providing the information necessary to
      negotiate with and solicit offers from prospective
      purchasers and settlements from landlords;

   -- preparing a comprehensive comparative analysis of bids
      received;

   -- setting an auction date;

   -- disseminating information related to the auction;

   -- designating "stalking horse bidders" for each of the
      Disposition Properties; and

   -- conducting and concluding the auction.

For each completion of a transaction in which a lease or sublease
of a Disposition Property is assigned, subleased or otherwise
transferred to a third party, Keen Realty will earn a fee in an
amount equal to the greater of (i) 2% of the Gross Proceeds
received by the Debtors; or (ii) $500.

If the amount required to be paid to a landlord to cure defaults
existing at the time of assumption or rejection is reduced below
the cure amount that the Debtors acknowledge they owe, Keen
Realty will receive an amount equal to 2% of the amount of the
reduction.

For renegotiating the monetary terms of a lease, Keen Realty will
receive a fee equal to the greater of (i) $500 or (ii) 2% of the
net present value of "Occupancy Cost Savings."  For renegotiating
a non-monetary lease modification, Keen Realty's fees will be the
greater of (i) $500 or (ii) 50% of month's occupancy cost.

For any consulting services beyond those specified in the
Engagement Agreement, Keen Realty will be paid $250 per hour.  

The Debtors will also reimburse Keen Realty for any out-of-pocket
expenses not exceeding $500.

Matthew Bordwin, executive vice president of Keen Realty, assured
the Court that his firm does not represent any interest adverse
to the Debtors or their estates, and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

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

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  The Debtors
exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 4,
http://bankrupt.com/newsstand/or 215/945-7000).


HOMESTAR MORTGAGE: S&P Lowers Rating on Class M-5 Certs. to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-5 certificates from Homestar Mortgage Acceptance Corp.'s series
2004-2 to 'BB' from 'BBB'.  The rating remains on CreditWatch with
negative implications, where it was placed on Jan. 4, 2007.  
Concurrently, the ratings on the remaining classes from this
transaction were affirmed.
     
The lowered rating and CreditWatch placement reflect realized
losses that have been continuously exceeding monthly excess
interest.  During the previous six remittance periods, monthly
losses have exceeded excess interest by approximately 6.23x.  The
failure of excess interest to cover monthly losses has resulted in
a continuous erosion of overcollateralization.  The rise of LIBOR
has contributed to the reduction in monthly excess spread. As of
the March 2007 distribution date, overcollateralization was below
its target balance by approximately 35%.  Serious delinquencies
(90-plus days, foreclosure, and REO) represent 3.66% of the
current pool balances, while cumulative realized losses represent
0.38% of the original pool balances.  If
losses continue to exceed excess interest and further erode
overcollateralization, S&P will likely take additional negative
rating action.

Conversely, if excess interest covers losses and
overcollateralization remains near its target balance, S&P will
affirm the rating on class
M-5 and remove it from CreditWatch.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Credit support for this transaction is provided through a
combination of subordination, excess spread, and
overcollateralization.  The underlying collateral consists of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.
   
       Rating Lowered and Remaining on Creditwatch Negative
   
                Homestar Mortgage Acceptance Corp.

                                     Rating
                                     ------
            Series    Class   To              From
            ------    -----   --              ----
            2004-2     M-5    BB/Watch Neg    BBB/Watch Neg
   
                          Ratings Affirmed
   
                 Homestar Mortgage Acceptance Corp.

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


INVERNESS MEDICAL: Confirms Cash Merger Transaction with Biosite
----------------------------------------------------------------
Inverness Medical Innovations Inc. confirmed its proposal to
acquire Biosite Incorporated in a cash merger transaction for
$90 per share.

"We expect that a combination with Biosite would be immediately
accretive to Inverness' cash-based EPS, and would make for a
powerful long-term strategic fit by enabling us to leverage
Biosite's strength in proprietary protein markers and robust
cardiovascular platform together with our ongoing research and
development efforts in the cardiac arena," Commenting on the
proposal, Ron Zwanziger, Chairman, President and Chief Executive
Officer of Inverness said.  "This transaction is consistent with
our strategy of identifying uniquely promising leaders in
diagnostics and successfully integrating them into our growing
portfolio of diagnostic solutions."

"After ten months of careful review and unsuccessful outreach
efforts to Biosite's management team and Board, we came to the
conclusion that we had no choice but to make our intentions
absolutely clear," Mr. Zwanziger continued.  "While we have
serious concerns regarding the integrity of a supposedly
competitive bidding process that would lead Biosite's management
to enter into a preemptive merger agreement with another party
rather than fully explore a combination with us, we are hopeful
that Biosite's Board will respond favorably to our superior
proposal and recognize the fiduciary duty they owe to their
stockholders to do so.  We have all the necessary financing
commitments and are prepared to complete confirmatory due
diligence in two full business days, and we look forward to
completing a transaction as expeditiously as Biosite and its
Board will allow."

As of April 5, Inverness owned approximately 4.7% of Biosite's
outstanding common stock.

Covington Associates and UBS Investment Bank are acting as
financial advisors to Inverness.  Goodwin Procter LLP is serving
as the company's legal counsel.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                         *     *     *

Standard & Poor's assigned a B+ rating on both Inverness Medical
Innovations Inc.'s Local and Foreign Issuer Credit.


J.P. MORGAN: Moody's Rates $13.3 Million Class P Securities at B3
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Trust, Series 2007-LDP10.  The provisional ratings
issued on March 28, 2007 have been replaced with these definitive
ratings:

     Class A-1, $41,831,000, rated Aaa
     Class A-2, $250,000,000, rated Aaa
     Class A-3, $1,714,136,000, rated Aaa
     Class A-1A, $507,300,000, rated Aaa
     Class A-M, $359,038,000, rated Aaa
     Class A-J, $200,694,000, rated Aaa
     Class X, $5,331,517,186*, rated Aaa
     Class A-1S, $200,000,000, rated Aaa
     Class A-2S, $688,857,000, rated Aaa
     Class A-2SFL, $150,000,000, rated Aaa
     Class A-3S, $179,937,000, rated Aaa
     Class A-MS, $174,114,000, rated Aaa
     Class A-JS, $145,820,000, rated Aaa
     Class B-S, $34,823,000, rated Aa2
     Class C-S, $13,058,000, rated Aa3
     Class D-S, $23,941,000, rated A2
     Class B, $71,808,000, rated Aa2
     Class C, $26,928,000, rated Aa3
     Class D, $49,367,000, rated A2
     Class E, $40,392,000, rated A3
     Class F, $44,880,000, rated Baa1
     Class G, $44,880,000, rated Baa2
     Class H, $40,392,000, rated Baa3
     Class E-S, $19,588,000, rated A3
     Class F-S, $21,764,000, rated Baa1
     Class G-S, $21,764,000, rated Baa2
     Class H-S, $19,588,000, rated Baa3
     Class J, $19,993,000, rated Ba1
     Class K, $19,993,000, rated Ba2
     Class L, $13,329,000, rated Ba3
     Class M, $6,665,000, rated B1
     Class N, $6,664,000, rated B2
     Class P, $13,329,000, rated B3

* Approximate notional amount

Moody's has assigned definitive ratings to this additional class
of certificates:

     Class A-JFL, $100,000,000, rated Aaa

Moody's has withdrawn the provisional rating of this class of
certificates:

     Class A-MFL, $0, WR


JARDEN CORP: S&P Says Pure Fishing Buy Won't Affect Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Rye, New York-based Jarden Corp. (B+/Stable/--) would
not be affected by the company's acquisition of Pure Fishing Inc.,
a global provider of fishing tackle, lures, rods and reels.

As a result of the transaction, Standard & Poor's has withdrawn
all existing ratings on Pure Fishing, including the 'B' corporate
credit rating, following the repayment of PFI's existing debt.  
While detailed transaction terms were not disclosed, the purchase
price consisted of $300 million in cash and a $100 million five-
year note with a 2% coupon and warrants exercisable into Jarden
common stock.

Following its February 2007 financing, Jarden accumulated sizable
cash balances that were used to fund this transaction.  Following
the acquisition of PFI, S&P expects Jarden's lease-adjusted total
debt to EBITDA to remain at just over 4x. We also expect that
leverage will not exceed the 4.0x-4.5x range over the intermediate
term in the event of further debt-financed acquisitions.

Ratings List

Ratings Affirmed

Jarden Corp.

Corporate Credit Rating         B+/Stable/--
Senior Secured Local Currency   B+
  Recovery Rating                3
Subordinated Notes              B-
Shelf Subordinated Debt         B- (Prelim.)

Ratings Withdrawn
                                 To             From
Pure Fishing Inc.

Corporate Credit Rating         NR             B/Stable/--
Senior Secured Local Currency   NR             B


LE GOURMET: Files Disclosure Statement in New Jersey
----------------------------------------------------
Le Gourmet Chef Inc. filed with the U.S. Bankruptcy Court for the
District of New Jersey its Chapter 11 Plan of Liquidation and a
Disclosure Statement explaining that Plan.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtor's assets and
the distribution of all proceeds to satisfy all valid claims
against the Debtor.

The Court had previously granted the Debtor to sell substantially
all of its assets to Kitchen Collection Inc. for approximately
$14,200,00, including the $1,165,00 of cure costs.

Retail Restaurant Growth Capital L.P., which asserted a secured
$2,245,000 pre-petition claim, said that all of the consideration
paid by Kitchen Collection was the proceeds of its collateral and,
accordingly, that it was entitled to payment in full.

                       Treatment of Claims

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

The Secured Claim of Retail Restaurant will be paid in accordance
with the terms of the settlement entered into by the Debtor,
Retail Restaurant and the Official Committee of Unsecured
Creditors.

Secured Claims, other than Retail Restaurant, will receive,
either:

     a. cash equal to the value of any collateral secured the
        secured claim, or

     b. return of the collateral securing the claim and any
        balance remaining, if any.

Holders of General Unsecured Claims will receive a pro rata cash
distribution after all valid claims have been paid in full.

Equity Interest holders will not receive any distribution.

A full-text copy of Le Gourmet's Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=070411210806

                        About Le Gourmet

Headquartered in Shrewsbury, New Jersey, Le Gourmet Chef, Inc.,
-- http://www.legourmetchef.com/-- is a retailer specializing in  
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Dreier LLP represented the Debtor.  John K. Sherwood,
Esq., Thomas Pitta, Esq., and Kenneth Rosen, Esq., at Lowenstein
Sandler, represented the Official Committee of Unsecured
Creditors.  The Debtor's schedules showed total assets of
$29,271,509 and total liabilities of $25,514,857.


LE GOURMET: Hires Richard Schaffer as Chief Liquidation Officer
---------------------------------------------------------------
The Honorable Donald H. Steckroth of the U.S. Bankruptcy Court
for the District of New Jersey gave Le Gourmet Chef Inc. a.k.a.
Houseware Stores Inc., permission to retain Richard S. Schaffer
as its chief liquidation officer, effective as of Feb. 24, 2007.

The Court had previously granted the Debtor authority to sell
substantially all of its operating assets to The Kitchen
Collection Inc.

Mr. Schaffer is expected to:

     a. review claims asserted against the Debtor and prosecution
        of objections to claims, as appropriate;

     b. pursue confirmation of a plan of liquidation, including
        preparation of necessary schedules and exhibits to
        accompany the plan and related disclosure statement;

     c. prepare monthly operating reports and necessary court
        filings;

     d. review approval of and payment of the Debtor's obligations
        in the ordinary course of business;

     e. perform such service requested or required by KCI in
        furtherance of the sale documents;

     f. oversee and coordinate of KCI transition activities;

     g. assist with the preparation and prosecution of avoidance
        actions as may be appropriate;

     h. prepare reports for Retail & Restaurant Growth Capital LP,
        the Debtor's professionals and the Committee's
        professionals, as necessary; and

     i. provide other services as may be necessary and appropriate
        in connection with the wind-down of the Debtor's estate.

Mr. Schaffer charges the Debtor $75 per hour plus reimbursement of
his out-of-pocket expenses.

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

Headquartered in Shrewsbury, New Jersey, Le Gourmet Chef, Inc.,
-- http://www.legourmetchef.com/-- is a retailer specializing in  
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Dreier LLP represented the Debtor.  John K. Sherwood,
Esq., Thomas Pitta, Esq., and Kenneth Rosen, Esq., at Lowenstein
Sandler, represented the Official Committee of Unsecured
Creditors.  When the Debtor filed for bankruptcy, the Debtor
estimated its assets and debts at $10 million to $50 million.


LGR RESOURCES: Securities Trading Barred Due to Delinquent Filing
-----------------------------------------------------------------
The British Columbia and Alberta Securities Commissions have
issued temporary orders prohibiting certain directors, officers
and insiders of L.G.R. Resources Ltd. from trading in the
securities of the company because of its failure to file, within
the prescribed period of time, its audited financial statements
for the year ended Nov. 30, 2006.

This restriction will remain in place until the company's
regulatory filings are brought up to date.  In accordance with
Appendix A of CSA Policy 57-301, the company confirms the
following:

   1) the company is unable to file financial statements within
      the time period set out by the securities regulatory
      authorities for the year ended Nov. 30, 2006;

   2) the company was unable to file the financial statements on
      time due to the inability of the company's auditor to issue
      its audit report pending receipt of outstanding
      confirmations with respect to certain of the company's funds
      held in a foreign bank;

   3) the Company expects to file the financial statements for the
      year ended Nov. 30, 2006 by April 30, 2007;

   4) May 30, 2007 is the date that is two months after the filing
      deadline.  The securities commissions or regulators may
      impose an issuer cease trade order if the financial
      statements for the year ended Nov. 30, 2006 are not filed by
      May 30, 2007.  An issuer cease trade order may be imposed
      sooner if the company fails to file its Default Status
      Reports on time;

   5) the company intends to satisfy the provisions of CSA 57-301-
      Appendix B Default Status Reports on a bi-weekly basis as
      long as it remains in default of the financial statement
      filing requirement;

   6) the company is not subject to any insolvency proceedings.

                     About L.G.R. Resources

Based in Vancouver, Canada, L.G.R. Resources Ltd. (CNQ:MHPT)
acquires, explores and develops natural resource properties, and
currently has an interest in the Jack Property in the New
Westminster Mining Division, British Columbia.

                      Going Concern Doubt

In the going concern paragraphs of its interim financial
statements for the quarter ended Aug. 31, 2006, the company
relates that it has accumulated losses of $229,604 since its
inception.  The continuation of the company as a going concern is
dependent upon its ability to generate profitable operations in
the future and obtain necessary financing to meet its obligations.


LIMEROCK CLO: S&P Rates $20 Million Class D Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Limerock CLO I's $460 million floating-rate notes due
2023.
     
The preliminary ratings are based on information as of April 10,
2007.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:
     
     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes, preferred shares, and subordinated notes;

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

     -- The experience of the collateral manager; and

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

                            Limerock CLO I
    
                Class                Rating        Amount
                -----                ------      ------------
                A-1                   AAA         $80,000,000
                A-2                   AAA         $60,000,000
                A-3a                  AAA        $207,000,000
                A-3b                  AAA         $23,000,000
                A-4                   AA          $29,000,000
                B                     A           $22,000,000
                C                     BBB         $19,000,000
                D                     BB          $20,000,000
                Subordinated notes    NR          $34,000,000
                Preference shares     NR           $6,000,000

                                 
                               * NR - Not rated.


MIDNIGHT HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $38 Mil.
-----------------------------------------------------------------
Midnight Holdings Group Inc., fka Redox Technology Corp., reported
that as of Sept. 30, 2006, it had total assets of $1.5 million and
total liabilities of $39.5 million, resulting to total
stockholders' deficit of $38 million.

Balance sheet as of Sept. 30, 2006, also showed strained liquidity
with total current assets of $629,888 available to pay total
current liabilities of $39.1 million.  

The company posted a net loss of $5.2 million on total revenues of
$656,059.  This compares to a quarter net loss of $479,805 on
total revenues of $507,373 for the same period ended Sept. 30,
2005.  For the nine months ended Sept. 30, 2006, the company had a
net loss of $24 million on total revenues of $1.8 million, as
compared with a net loss of $1.3 million on total revenues of
$1.5 million.

Cash and cash equivalents totaled $42,200 as of Sept. 30, 2006, an
increase of $12,400 from Dec. 31, 2005.  The company had a working
capital deficit of $38.5 million as of Sept. 30, 2006, as compared
with $14.8 million as of Dec. 31, 2005.  A total of  $35.4 million
of this was attributable to the company's derivative liabilities.  
Cash flows from operations and credit lines from banks are used to
fund short-term liquidity and capital needs such as service center
parts, salaries and capital expenditures.  For longer-term
liquidity needs such as acquisitions, new developments,
renovations and expansions, we currently rely on asset leasing,
loans from the company's investor group, term loans, revolving
lines of credit, sale of common stock, and joint venture
investors.

Full-text copies of the company's report for the quarter ended
Sept. 30, 2006, are available for free at:

              http://ResearchArchives.com/t/s?1cf0

                 Delay to File 2006 Annual Report

On April 4, 2007, the company notified the Securities and Exchange
Commission of its inability to timely its annual report on Form
10-KSB.  The company said that the compilation, dissemination and
review of the information required to be presented in the Form 10-
KSB for the relevant fiscal year has imposed time constraints that
have rendered timely filing of the Form 10-KSB impracticable
without unreasonable effort and expense to the company.  The
company undertakes the responsibility to file such annual report
no later than 15 days after its original due date.

                      About Midnight Holdings

Midnight Holdings Group Inc. (PNK: MHGI) derives a majority of its
revenues from a combination of direct sales of automotive products
and services to retail, commercial and fleet clients through
company-owned service center/retail outlets as well as through
services provided to the company's joint-venture partnerships and
franchisees.


MIDNIGHT HOLDINGS: Delays Filing of 2006 Annual Report
------------------------------------------------------
Midnight Holdings Group Inc. notified the Securities and Exchange
Commission that it would be unable to timely file its annual
report on Form 10-KSB for the period ended Dec. 31, 2006.

The company said that the compilation, dissemination and review of
the information required to be presented in the Form 10-KSB for
the relevant fiscal year has imposed time constraints that have
rendered timely filing of the Form 10-KSB impracticable without
unreasonable effort and expense to the company.

Midnight Holdings Group Inc. (PNK: MHGI) derives a majority of its
revenues from a combination of direct sales of automotive products
and services to retail, commercial and fleet clients through
company-owned service center/retail outlets as well as through
services provided to the company's joint-venture partnerships and
franchisees.


NEW CENTURY: U.S. Trustee Appoints Seven-Member Official Committee
------------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the U.S. Trustee for Region 3, appointed seven
creditors to the Official Committee of Unsecured Creditors in New
Century Financial Corporation and its debtor-affiliates' Chapter
11 cases:

     1. Credit-Based Asset Servicing and Securitization LLC
        Attn: Geoffrey E. Hader
        335 Madison Avenue, 19th Floor
        New York, New York 10017
        Tel: 212-850-7732
        Fax: 212-850-7762;

     2. Residential Funding Company, LLC
        Attn: Neil Luria
        8400 Normandale Lake Boulevard, Suite 250
        Minneapolis, Minnesota 55347
        Tel: 952-857-7000
        Fax: 212-857-8500;

     3. Credit Suisse First Boston Mortgage Capital LLC
        Attn: Michael A. Criscito
        Eleven Madison Avenue
        New York, New York 10010-3629
        Tel: 212-325-2401
        Fax: 917-326-8089;

     4. Deutsche Bank National Trust Co.
        Attn: Brendan Meyer
        1761 East Street Andrew Place
        Santa Ana, California 92705-4934
        Tel: 212-250-2921
        Fax: 212-797-0022;

     5. Wells Fargo Bank, N.A., as Indenture Trustee
        Attn: Thomas Martin Korsman
        MAC N9303-120
        608 Second Avenue South
        Minneapolis, Minnesota 55479
        Tel: 612-466-5890
        Fax: 866-680-1777;

     6. Fidelity National Information Services, Inc.
        Attn: Michael J. Marino
        601 Riverside Avenue
        Jacksonville, Florida 32204
        Tel: 904-854-5842
        Fax: 904-357-1077; and

     7. Maguire Properties - Park Place, LLC
        Attn: Mark T. Lammas
        1733 Ocean Avenue, Suite 400
        Santa Monica, California 90401
        Tel: 310-857-1100
        Fax: 310-857-1198

The Creditors Committee serves as fiduciary to the general
population of creditors it represents.  Under Section 1103, the
Creditors Committee has the right to retain legal and accounting
professionals and financial advisors, at the Debtors' expense.

                         About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


NEW CENTURY: Wants Court Nod to Sell Loan Origination Platform
--------------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to sell assets related to their loan origination platform
through an auction.

The Debtors also ask the Court to establish competitive bidding
procedures to flush out higher and better bids.

The Loan Origination Platform consists of a nationwide loan
origination network and all of the assets involved in its
operation, including but not limited to the human and
intellectual capital, supporting infrastructure like proprietary
technology and risk management practices, and other physical
assets upon which it is based.

Before the Petition Date, the Debtors, working with Lazard Freres
& Co., their financial advisors, pursued a number of possible
bidders for the Loan Origination Platform.  Some potential
purchasers expressed an interest in the asset; however, none have
submitted a bid or a definitive purchase agreement.  Accordingly,
the Debtors believe that the proposed bidding and auction are the
best available means to encourage interested parties to submit
binding bids for the Loan Origination Platform.

The nature of the Loan Origination Platform and the current
status of the Debtors' business operations make the timing of an
auction absolutely critical, Suzzanne S. Uhland, Esq., at
O'Melveny & Myers LLP, in San Francisco, California, the Debtors'
proposed counsel, tells Judge Carey.

Because the Debtors have ceased originating loans and require a
buyer to resume those business activities, the more time that
elapses prior to selling the Loan Origination Platform is likely
to cause the value of the asset to deteriorate, Ms. Uhland
explains.  If the business activities of the Loan Origination
Platform are not resumed in the short term future, the
individuals upon which it is based will seek opportunities
elsewhere and the ability of a buyer to originate mortgage loans
through the network will be diminished if not eliminated
together, Ms. Uhland says.

"[A]bsent a prompt sale, the value of the Loan Origination
Platform will decline," Ms. Uhland says.

The Loan Origination Platform will be sold free and clear of any
liens, claims or interests.  Any valid liens on the assets sold
will attach to the sale proceeds.

The price to be paid by the successful bidder and the terms and
conditions of the sale will be established at the auction.  To be
able to participate in the auction, a potential bidder must
tender a binding written offer by May 2, 2007.  Among others, the
bid must be accompanied by a cash deposit of at least $3,000,000
and must not demand a breakup fee, expense reimbursement or any
similar type of payment.

The Debtors, in their sole discretion, will determine whether the
bid amount is sufficient for the Loan Origination Platform
assets.  The Debtors will announce the qualified bids by May 7,
2007.

Interested parties will be provided access to information
relevant to the Loan Origination Platform from April 12 through
May 2, 2007, subject to the execution of a confidentiality
agreement.

The Debtors propose to conduct the auction starting May 10, 2007.  
Bidding will commence at the amount of the highest qualified bid
submitted prior to the auction.  Qualifying Bidders may submit
successive bids at $250,000 increments.

The Debtors will name a winning bidder and a backup bidder at the
auction.  The Debtors will consummate a sale with the backup
bidder if the successful bidder fails to close the deal.  The
good faith deposits will be returned to the losing bidders.

The Debtors also ask the Court to hold a hearing on May 15, 2007,
to consider approval of the sale.  The Debtors will publish a
notice of the proposed sale and bidding procedures in The Wall
Street Journal (National Edition).

The Debtors also seek permission to adopt procedures relating to
the assumption and assignment of executory contracts and
unexpired leases related to the sale.

The Debtors propose to serve on the counterparties to the
contracts and leases a notice advising them of the Debtors'
intent to assume and assign their contracts or leases to the
successful bidder.  Within 15 days prior to the Sale Hearing, the
Debtors will advise the counterparties of any cure amounts
associated with the assumption and assignment of any contract or
lease.  The counterparties will be given an opportunity to object
to the sale or the proposed cure amount.

In the event a dispute concerning a cure amount remains
unresolved, the Debtors will hold in reserve an amount equal to
the disputed cure amount pending resolution of the dispute, and
will proceed with the assumption and assignment of the contract
or lease without delay.

Objections, if any, to the sale must be filed at least five days
prior to the Sale Hearing.

                         About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


NUCO EXPRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nuco Express, L.L.C.
        5301 East Diana Street
        Tampa, FL 33680

Bankruptcy Case No.: 07-02801

Type of Business: The Debtor provides refrigerated
                  transport and cold storage services.
                  See http://www.nucoexpress.com/

Chapter 11 Petition Date: April 10, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Susan Cody                                             $300,000
13915 Shady Shores Drive
Tampa, FL 33613

P.L.M. Trailer Leasing                                 $280,000
100 Paragon Drive
Montvale, NJ 07645

5301 East Diana Street                                 $257,000
Attention: L. Massingill
711 North Sherrill Street
Tampa, FL 33609

R.F.X.                                                 $210,100

G.E. Equipment Service                                 $180,000

AmSouth Bank                                           $160,000

Valcom Driver Leasing                                   $95,507

Daimler Chrysler Truck                                  $86,233
Financial

Dickinson Fleet Service                                 $65,000

Hirshback Motor Lines                                   $56,682

M.C.T.                                                  $33,000

Hub Group Atlanta                                       $29,330

T.E.C.O.                         15010443651            $18,121

First Lease Truck                                       $14,960

Salem Leasing                                           $11,000

St. Michael Motor Express                                $9,529

Boulevard Tire Center                                    $9,000

Gator Leasing                                            $7,500

A.D.T. Security                                          $5,700

Fleet Pride                                              $5,500


OCEANIA CRUISES: S&P Holds B Rating & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Oceania
Cruises Inc. to positive from developing.  The 'B' corporate
credit rating was affirmed.
     
Concurrently, Standard & Poor's assigned its loan and recovery
ratings to the $340 million senior secured credit facility
proposed jointly by Insignia Vessel Acquisition LLC, Nautica
Acquisition LLC, and Regatta Acquisition LLC.  The loan was rated
'B' with a recovery rating of '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.  The bank facility consists of a $40 million
five-year revolving credit facility and a $300 million six-year
term loan.
     
In addition, Standard & Poor's assigned ratings to Oceania
Cruises' proposed $75 million seven-year second-lien term loan.  
The second-lien loan was rated 'CCC+' with a recovery rating of
'5', indicating the assessment of negligible (0%-25%) recovery of
principal following a payment default.  The net proceeds from the
proposed bank facilities, along with excess cash on the balance
sheet and $325 million of new sponsor preferred equity from Apollo
Management LP, will be used to refinance existing debt, to fund a
$50 million deposit on new ship
orders, and to fund a $275 million shareholder distribution.
      
"The outlook revision and rating affirmation follow our assessment
that the proposed financing transaction and investment by Apollo
Management LP through a preferred stock instrument will occur in
line with the current rating, and will continue to allow for the
possibility that rating upside potential may exist over the
intermediate term," said Standard & Poor's credit analyst Peggy
Hebard.  "In addition, operating performance has been somewhat
ahead of our expectations, and Oceania's liquidity position
remains good."
     
Miami, Florida-headquartered Oceania currently owns and operates
three identical 698-passenger cruise vessels.  The 'B' rating
reflects the company's vulnerability within the cruise sector
because of its small fleet and niche market strategy, minimal cash
flow diversity with three ships, high debt leverage, the capital-
intensive nature of the industry, and the travel industry's
susceptibility to economic cycles and global political events.  As
a partial offset, the vessels are of high quality, we have a
favorable view of the niche segment in which Oceania operates, and
the company has good visibility into future bookings.


PACIFIC LUMBER: Gets Court Ok to Hire DSI as Financial Consultant
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has granted permission to Pacific Lumber Company and its
debtor-affiliates to employ Development Specialists Inc. as their
financial consultant.

The Bankruptcy Court permits the Debtors to pay DSI 80% of its
fees and 100% of expenses it incurred on a monthly basis, subject
to DSI's obligation to apply for approval of fees and costs
pursuant to Section 330(a) of the Bankruptcy Code.

                     Debtors Amend DSI's Services

The Debtors subsequently modified the services to be rendered by
DSI in relation to the preparation, filing and if necessary,
amendment of the Schedules of Assets and Liabilities and Statement
of Financial Affairs.  Among others, DSI will:

   (a) assist in the preparation and filing of Schedules and
       Statements;

   (b) respond to inquiries and requests from the Office of the
       U.S. Trustee and other parties-in-interest in connection
       with the Schedules and Statements; and

   (c) assist in the preparation and filing of amendments or
       modifications to the Schedules and Statements, as may be
       appropriate or required from time to time.

The DSI Application will remain unchanged in all other aspects.

As reported in the Troubled Company Reporter on March 21, 2007,
Mr. Gary Clark, Pacific Lumber Company vice president and chief
financial officer, told the Bankruptcy Court that the business
operations and financial affairs of the various Debtors are
complex and given their limited administrative staff resources,
the Debtors would need the services of DSI to discharge their
responsibilities as debtors in possession in their Chapter 11
cases.

The Debtors selected DSI based on the firm's experience in
the bankruptcy field, Mr. Clark related.  The Debtors believe
that DSI is well qualified to represent them in their Chapter 11
cases.

Kyle Everett, a member of DSI, assured the Bankruptcy Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) Bankruptcy Code, and does not hold or represent
any interest adverse to the Debtors' estates.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 12, http://bankrupt.com/newsstand/or       
215/945-7000).


PACIFIC LUMBER: Panel Hires Chanin Capital as Financial Advisor
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has given its permission to the Official Committee of
Unsecured Creditors appointed in Pacific Lumber Company and its
debtor-affiliates bankruptcy cases to retain Chanin Capital
Partners L.L.C., as its financial advisor, effective as of
Feb. 2, 2007.

Chanin Capital's fees and expenses will be allocated as 95% among
Scotia Development LLC, The Pacific Lumber Company, Britt Lumber
Co., Inc., Salmon Creek LLC, and Scotia Inn Inc., and 5% to
Scotia Pacific Company LLC.

All parties reserve their right to subsequently challenge the
allocation of fees and expenses in any subsequent interim or
final fee application submitted by Chanin Capital.

As reported in the Troubled Company Reporter on March 21, 2007,
The Official Committee of Unsecured Creditors selected Chanin
Capital to serve as its advisor because of the firm's extensive
expertise and knowledge in financial restructurings and business
reorganizations.

As the Creditors Committee's financial advisor, Chanin Capital
is expected to:

   (a) review and analyze the Debtors' financial and operating
       statements;

   (b) evaluate the Debtors' assets and liabilities;

   (c) review and analyze the Debtors' business and financial
       projections;

   (d) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (e) assist in the determination of an appropriate capital
       structure for the Debtors;

   (f) determine a theoretical range of values for the Debtors on
       a going concern basis;

   (g) evaluate the sales process for certain assets of the
       Debtors as a going concern;

   (h) advise the Committee on tactics and strategies for
       negotiating with the Debtors and other purported
       stakeholders;

   (i) render financial advice to the Committee and participate
       in meetings or negotiations with the Debtors and other
       purported stakeholders in connection with any         
       restructuring, modification or refinancing of the Debtors'
       existing debt obligations;

   (j) advise the Committee on the timing, nature, and terms of
       new securities, other consideration or other inducements
       to be offered pursuant to the restructuring relating to
       the Chapter 11 cases; and

   (k) provide the Committee with other appropriate general
       restructuring advice.

Pursuant to an engagement letter, Chanin Capital will be paid a
fixed rate of $125,000 per month.  Chanin Capital's fee will be
deemed an administrative expense in the Debtors' bankruptcy
cases.

According to Sharon E. Duggan, the Creditors Committee's interim
chairperson, the Monthly Fees will be paid in advance on the
first day of each month, and will be due and payable for all
months from the inception of the engagement through the earlier
of:

   (i) the termination of Chanin's employment;

  (ii) the effective date of a confirmed plan of reorganization;

(iii) the closing of a sale of all or substantially all of the
       Debtors' assets;

  (iv) the date of entry of orders converting the Chapter 11
       cases to Chapter 7 cases; or

   (v) the date of entry of orders dismissing the Chapter 11
       cases.

Chanin Capital will also be entitled to monthly reimbursement of
reasonable out-of-pocket expenses incurred in connection with the
services to be provided for the Committee.

Peter R. Corbell, managing director of Chanin Capital, assured
the Court that his firm does not hold or represent any entity
having interests adverse to the Debtors or their bankruptcy
cases.

                       About Pacific Lumber

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

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

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

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

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.  
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 12, http://bankrupt.com/newsstand/or       
215/945-7000).                 


PAINCARE HOLDINGS: Loan Defaults Cue BKHM's Going Concern Doubt
---------------------------------------------------------------
PainCare Holdings Inc.'s auditors warned that the company may not
survive because of "uncertainties involving the company's debt."  
The company stated in its annual report for 2006 that BKHM PA of
Winter Park, has expressed "substantial doubt about our ability to
continue as a going concern" because of the company's failure to
pay at least two unsecured loans.

The auditing firm added that, "the company has debt obligations
that are currently in default.  Management is presently in
negotiations with lenders to refinance or settle the debt
obligations.  The ultimate outcome of the refinancing negotiations
cannot presently be determined and the future actions of the debt
holders, which could be detrimental to the company's financial
position, are unknown.  A significant portion of the company's
assets was pledged as collateral, and foreclosure would seriously
impair the company's ability to operate.  No provision for any
liability that may result from the uncertainty surrounding the
company's debt has been made in the accompanying financial
statements."

PainCare's stock price fell nearly 70% in 2006, from $3.60 to
$1.10 a share, and has since fallen further to 42 cents a share.  
The company reported 2006 revenue of $63.7 million, virtually the
same as its 2005 revenue of $63.5 million.  It also reported a net
loss for the year 2006 of $26.5 million versus a net loss for the
year 2005 was $5.5 million.

As of Dec. 31, 2006, the company listed total assets of
$163.4 million, total liabilities of $63.8 million, and minority
interests of $2.2 million, resulting to total stockholders' equity
of $97.4 million.  The company's balance sheet also showed
strained liquidity with total current assets of $31.1 million
available to pay total current liabilities of $59.6 million.

Accumulated deficit as of Dec. 31, 2006, totaled $45.5 million, as
compared with an accumulated deficit as of Dec. 31, 2005, totaling
$19 million.

                        Current Liquidity

As of Dec. 31, 2006, the company had working capital of
$23.4 million, including $3.6 million of cash and cash equivalents
from continuing operations.  During 2006, the company sold
3,305,033 shares of common stock, raising net proceeds of
$9.5 million.  The company's cash used in operating activities for
the years ended December 31, 2006, was $521,334, versus cash
provided by operating activities for 2005 and 2004 of $8.6 million
and $4.1 million, respectively for continuing operations.

If the company is unable to secure additional financing on
reasonable terms or if the level of cash and cash equivalents
falls below anticipated levels, the company will not have the
ability to continue as a going concern beyond the second quarter
of 2007.  Selling securities to satisfy its capital requirements
may have the effect of materially diluting the current holders of
the company's outstanding stock.  The company may also seek
additional funding through other financing vehicles.  

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cf9

                      Company CEO Statement

Chief executive officer Randy Lubinsky said the pain-management
medical provider was making progress in its effort to sell the
ambulatory-surgery centers it owns in Maryland and South Florida -
the proceeds of which would ease the company's debt problems.

Mr. Lubinsky said he expects to complete a sale by the end of
June.

"Our overall efforts to complete our restructuring, which we
expect to resolve the prevailing going-concern issue, appear to be
gaining positive momentum," stated Lubinsky, whose company last
fall reported having 478 employees in North America, including 34
employed by its Orlando corporate office.

Earlier, Lubinsky disclosed that the company experienced
difficulties in 2006 and that the sale of the ambulatory-surgery
centers was "a critical element of our financial restructuring
strategy."

But Mr. Lubinsky remained upbeat, predicting that 2006 "will
ultimately be viewed as a difficult, but necessary, period in our
history."

                     About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings Inc.
(AMEX: PRZ) -- http://www.paincareholdings.com/-- provides pain-
focused medical and surgical solutions and services.  It has
proprietary network of acquired or managed physician practices and
ambulatory surgery centers, and is in partnership with independent
physician practices and medical institutions throughout the U.S.
and Canada.  Through its wholly owned subsidiary, Caperian Inc.,
PainCare offers medical real estate and development services.  
Through Integrated Pain Solutions, the company pioneered Managed
Services Organization that offers a multi-disciplinary healthcare
network focused on pain management.

                           *     *     *

PainCare Holdings Inc. disclosed on March 21, 2007, that it
received a notice of default from HBK Investments LP with respect
to that certain Loan and Security Agreement dated May 11, 2005, as
amended, entered into by the company, the company's subsidiaries,
the Agent, HBK Master Fund L.P., and Del Mar Master Fund Ltd.

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


PANTRY INC: S&P Rates Proposed $650 Million Bank Facility at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Sanford,
North Carolina-based The Pantry Inc. to negative from stable.  At
the same time, S&P affirmed the 'BB-' corporate credit rating on
the company.
     
In addition, Standard & Poor's assigned its 'BB' bank loan rating
to the company's proposed $650 million bank facility, which
consists of a $350 million term loan B due 2014, a $100 million
delay draw term loan due 2014, and a $200 million revolving credit
facility due 2013.  The 'BB' bank loan rating is one notch above
the 'BB-' corporate credit rating on The Pantry; this and the '1'
recovery ratings indicate the expectation for a full (100%)
recovery of principal in the event of payment default.
       
"The outlook revision to negative," said Standard & Poor's credit
analyst Jackie E. Oberoi, "reflects credit metrics that are weak
for the 'BB-' rating because of recent acquisition activity funded
with increased debt and increased leases."  A return to a stable
outlook is unlikely in the intermediate term, given expectations
for limited further improvement in credit metrics and continued
acquisition activity.


PATHEON INC: Moody's Rates Proposed $225 Million Senior Loan at B1
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the proposed
$225 million senior secured credit facility of Patheon Inc.  The
credit facility consists of a $75 million secured asset based
revolver and a $150 million Term Loan B.  The company intends to
use the proceeds from the term loan along with investments from
JLL Partners to refinance the company's existing credit facility.  
Concurrently, Moody's assigned Patheon a Corporate Family Rating
of B2.  The ratings outlook is stable.

The B2 Corporate Family Rating is supported by the company's large
and diverse revenue base, consistent operating margins and
sufficient liquidity.  However, the ratings also reflect the
following concerns: a low level of free cash flow generation due
to high capital spending; low interest coverage; and a minimal
amount of earnings and profits.

The stable outlook reflects Moody's expectations of revenue growth
of 3% to 5% over the near term with gross margins remaining in the
25% to 30% range and annual operating cash flow generation of
$50 to $70 million.  Due to projected capital spending of $50 to
$65 million a year, Moody's anticipates that the company will
generate a minimal amount of free cash flow.  As a result, Moody's
assumes that the company will generate operating cash flow to
adjusted debt of 10% to 13% and free cash flow to adjusted debt of
0% to 3% over the next two years.

Moody's does not anticipate that the company will engage in
significant shareholder initiatives, such as the initiation of a
dividend, nor in any major acquisition activity.  Moody's believes
that Patheon will use its cash flow, to the extent available, to
continue investing in business development and to reduce debt.

Moody's assigned these ratings:

     Corporate Family Rating, B2

     Probability of Default Rating, B2

     $75 million Senior Secured Asset Based Revolver, B1
     (LGD3, 37%)

     $150 million Senior Secured Term Loan B, B1 (LGD3, 37%)

The ratings outlook is stable.

Patheon Inc, based in Mississauga, Canada, is a leading global
provider of drug development and manufacturing services to the
pharmaceutical industry.  It operates a network of 14 facilities
in the United States, Canada, Puerto Rico and Europe and generated
net revenues of $726 million for the twelve months ended Jan. 31,
2007.


PEACHTREE LIFE: Closes Financing to Buy $650 Mil. Insurance Assets
------------------------------------------------------------------
Peachtree Life Settlements has closed an additional financing
facility for the purchase of life settlements.  The new facility
will provide Peachtree Life Settlements with capacity to purchase
$650 million of life insurance assets.

Together with another credit facility, which Peachtree closed on
in March, the firm now has committed financing which should allow
it to acquire more than $2 billion in life insurance policies.

"Peachtree Life Settlements has developed strong business
relationships with many financing institutions, and they are key
partners in the company's strategy for growth, Jim Terlizzi,
Peachtree Life Settlements chief executive officer said.  The
company's financing relationships have proven to be innovative and
helpful in their structured finance solutions.  The company is
pleased to continue to expand those relationships."

On April 2, 2007, the company has closed on a $500 million credit
facility for the acquisition of life settlements.  The facility
gave the company the capacity to purchase an additional
$1.5 billion in life insurance policies.  This development added
to Peachtree Life Settlements' ongoing presence as a pioneer in
providing institutional financing for the life settlement market.

The credit facility brought the total financing made available to
Peachtree Life Settlements to nearly $4 billion.  

"I'm extremely proud of the company's achievements and its
continued growth," Peachtree Life Settlements' Mr. Terlizzi
commented.  "The company's perseverance and hard work made
reaching this milestone possible.  In the coming months the
Peachtree group of companies hopes to introduce several new
initiatives to reach untapped financial assets." Mr. Terlizzi
further stated.

                       About Peachtree Life

Peachtree Life Settlements -- http://www.life-settlementco.com/--
purchases life insurance policies from individuals, typically over
the age of 65 with a life expectancy of between 36 and 180 months.

                     About Peachtree Holdings

Headquartered in Boynton Beach, Florida, Peach Holdings, Inc. is
the parent company of the Peach group of companies: Peachtree
Settlement Funding -- http://www.PeachtreeSettlementFunding.com/-
-, Peachtree Pre-Settlement Funding and Peachtree LBP Finance
Company.  Peachtree is a specialty factoring company that
purchases high-quality deferred payment obligations.  Through its
group of affiliated companies, Peachtree caters to people seeking
to sell structured legal settlements, annuity payments, lottery
prize payments, sweepstakes awards and tobacco payments.  In
addition, Peachtree provides cash advances to people with pending
personal injury claims.  Peachtree has purchased over $2 billion
of specialty receivables and continues to expand into new areas by
bringing institutional financing and professionalism to bear on
underserved markets.

                           *     *     *

Peach Holdings Inc.'s long-term corporate family rating carry
Moody's Investors Service's 'B2' rating.

Standard and Poor's assigned a 'B' on the company's long-term
foreign and local issuer credit rating.


PETROLEUM GEO-SERVICES: Earns $298.6 Million in Year Ended Dec. 31
------------------------------------------------------------------
Petroleum Geo-Services ASA reported net income of $298.6 million
on revenues of $1,308.5 million for the year ended Dec. 31, 2006,
compared with net income of $112.6 million on revenues of
$888 million for the year ended Dec. 31, 2005.  2005 results
included $107.3 million in debt redemption and refinancing costs,
absent in 2006.

The increase in consolidated revenues is primarily attributable to
the increase in Marine and Onshore contract revenues and improved
Marine multi-client pre-funding revenues.

Operating profit was $409.9 million in 2006, up $279.7 million
from operating profit of $130.2 million in 2005.  

The company recorded income from discontinued operations, net of
tax, of $69.2 million in 2006, compared with income from
discontinued operations, net of tax, of $209.6 million in 2005.  
Discontinued operations include the operations of the Production
segment, which was spun off in June 2006, as well as the company's
oil and gas subsidiary, Pertra, which was sold on March 1, 2005.

For the fourth quarter ended Dec. 31, 2006, the company reported
net income of $78.7 million on revenues of $361 million, compared
with a net loss of $89 million on revenues of $264.1 million in
the prior period fourth quarter.  Fourth quarter 2005 results
included net income from discontinued operations of $17.9 million
and debt redemption and refinancing costs of $103.8 million.
  
Svein Rennemo, PGS president and chief executive officer,
commented: "2006 was the best year ever for PGS.  We delivered
substantial growth in revenues, operating profit and cash flow,
driven by strengthened market conditions and improved operational
performance.  Marine realized a record high contract margin, while
Onshore improved its profitability significantly from 2005.  We
experienced a stronger underlying demand for multi-client seismic
in 2006 compared to 2005 and despite fewer licensing rounds
internationally we further improved our late sales.  Our Gulf of
Mexico depth processing products, strong performance of our
library offshore West Africa and increased demand for our Brazil
library were important elements in this success.

"We expect a continued strong seismic market driven by increased
E&P spending worldwide and the demand for more advanced seismic
solutions.  Construction of the new Ramform Sovereign remains on
budget and on time.  Acquisition of the large wide azimuth multi-
client survey in Gulf of Mexico, Crystal, is progressing according
to plan.  Both projects illustrate our efforts to increase high-
end capacity and to provide our customers with more advanced
seismic technology."

At Dec. 31, 2006, cash and cash equivalents amounted to
$124 million compared to $121.5 million at Dec. 31, 2005, and
$101.2 million at Sept. 30, 2006.  Restricted cash
amounted to $18.7 million at Dec. 31, 2006, compared to
$22.5 million at Dec. 31, 2005.

Cash provided by operating activities increased to $563.4 million
during the year ended Dec. 31, 2006, from cash provided by
operating activities of $280.7 million during 2005.

Net interest bearing debt (interest bearing debt less cash and
cash equivalents, restricted cash and interest bearing
investments) was $195.5 million at Dec. 31, 2006, compared with
net interest bearing debt of $828.7 million at Dec. 31, 2005.

The company has a $150 million revolving credit facility maturing
in 2010, out of which $8.9 million was used for letter of credits
at Dec. 31, 2006, while the remaining amount was undrawn.

At Dec. 31, 2006, the company's unaudited consolidated financial
statements showed $1,234.6 million in total assets, $789.8 million
in total liabilities, and $444.8 million in total shareholders'
equity.

                   About Petroleum Geo-Services

Petroleum Geo-Services ASA (NYSE: PGS) -- http://www.pgs.com/--  
is a geophysical company providing a broad range of seismic and
reservoir services, including acquisition, processing,
interpretation, and field evaluation.  The company also possesses
the world's most extensive multi-client data library.  PGS
operates on a worldwide basis with headquarters at Lysaker,
Norway.  The company reports its business in two segments:  
Marine, which consists of streamer seismic data acquisition,
marine multi-client library, data processing and reservoir
consulting; and Onshore, which consists of all seismic operations
on land and in shallow water and transition zones, including
onshore multi-client library.

                        *     *     *

As of Feb. 27, Petroleum Geo-Services carries Moody's Ba3 long-
term corporate family and bank loan debt rating with a stable
outlook.

In addition, Standard & Poor's rates the company's senior
unsecured debt and long-term issuer default ratings at BB- with
a stable outlook.


PIERRE BENNETT: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pierre Bennett
        2127 Cabots Point Lane
        Reston, VA 20191

Bankruptcy Case No.: 07-10864

Chapter 11 Petition Date: April 9, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Joseph Michael Langone, Esq.
                  Law Offices of Joseph M. Langone
                  11876 Sunrise Valley, Door Suite 201-C
                  Reston, VA 20191
                  Tel: (703) 391-1161
                  Fax: (703) 683-5137

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CITI                          Credit Card               $249,961
542418101058
P.O. Box 6241
Sioux Falls, SD 57117

Bank of America               Credit card               $104,123
549035451292
PO Box 17054
Wilmington, DE 19884

Bank of America               Credit Card                $28,234
7497426405
P.O. Box 17054
Wilmington, DE 19884

Tower Federal Credit Union    Credit Card                $25,384
526264074000
7901 Sandy Spring Rd.
Laurel, MD 20707

HFC                           Credit Card                 $8,761
9501031616
P.O. Box 1547
Chesapeake, VA 23327

Citifinancial                 Credit Card                 $7,600
607464324611
P.O. Box 499
Hanover, MD 21076

Citifinancial                 Credit Card                 $3,243
607464322418
P.O. Box 499
Hanover, MD 21076

HSBC NV                       Credit Card                   $588
549110000434
P.O. Box 19360
Salinas, CA 93901

Bank of America               Credit Card                     $1
402411201889
P.O. Box 1390
Norfolk, VA 23501


POINT THERAPEUTICS: Senior VP Margaret Uprichard Resigns
--------------------------------------------------------  
Point Therapeutics, Inc. disclosed that Dr. Margaret Uprichard,
senior vice president and chief development officer, has resigned
from the company.

Effective immediately, David G. Shand, MD, PhD will provide
medical, drug development and regulatory consulting services and
expertise to the company.  Dr. Shand has more than 30 years of
clinical and regulatory experience, managing the development of
some 25 products in several therapeutic areas, resulting in 15 New
Drug Applications, of which 10 have been approved.  Dr. Shand's
employment experience includes leadership roles at American Home
Products as svp of Medical Affairs, at the Janssen Research
Foundation, a Johnson & Johnson company as evp, at The Liposome
Company as evp and cso, and at Carrington Labs as evp.  Dr. Shand
has also served as a consultant to numerous companies, most
recently as ceo of Alnis Bioscience.  

Prior to joining the industry, Dr. Shand had a successful career
as a Professor of Medicine and Pharmacology at Vanderbilt and
Duke. He has published over 200 papers and abstracts and received
his PhD in pharmacology and his medical degree from the University
of London.

Point has also retained the services of Waymack Consulting, Inc.,
which will play a leadership role in the company's ongoing
clinical development strategy.  Paul Waymack, M.D., Sc.D. brings
extensive clinical and regulatory experience, including time at
the Food and Drug Administration as a medical reviewer, to the
Point Therapeutics' team.

"I am very pleased to have the opportunity to further strengthen
the company's clinical development team with the addition of
Dr. Shand and Dr. Waymack," Don Kiepert, president and ceo, said.
"The company believes they will be able to provide valuable
insight and leadership into the company's ongoing clinical
development strategy."

In addition, Point reported that its financial statements for the
fiscal year ended Dec. 31, 2006, as outlined in the company's
Annual Report on 10-K filed on March 16, 2007, contained a going
concern audit opinion.  

This announcement is made in compliance with NASDAQ Marketplace
Rule 4350(b)1(B), which requires that a public announcement be
made regarding the receipt of an audit opinion that contains a
concern qualification.

                     About Point Therapeutics

Headquartered in Boston, Point Therapeutics, Inc. (NASDAQ: POTP) -
- http://www.pther.com/-- is a biopharmaceutical company  
dedicated to developing a family of dipeptidyl peptidase
inhibitors.  Point is currently studying its lead product
candidate, talabostat, in two Phase 3 double blind placebo-
controlled trials in metastatic non-small cell lung cancer and in
a Phase 2 trial in combination with gemcitabine in metastatic
pancreatic cancer. Point has also studied talabostat in several
Phase 2 trials, including as a single-agent in metastatic
melanoma, in combination with cisplatin in metastatic melanoma and
in combination with rituximab in advanced chronic lymphocytic
leukemia.

                              Going Concern

Ernst & Young LLP raised substantial doubt about the company's
ability to continue as a going concern.  The company has incurred
recurring operating losses and negative cash flows from operating
activities in each of the last five years and has an accumulated
deficit of $91,734,000 as of Dec. 31, 2006, and will be required
to obtain additional funding or alternative means of financial
support, prior to Dec. 31, 2007.


POPE & TALBOT: KPMG LLP Expresses Going Concern Doubt
-----------------------------------------------------
KPMG LLP expressed substantial doubt on Pope & Talbot Inc.'s
ability to continue as a going concern after auditing the
company's  financial statements for the year ended Dec. 31, 2006.

The auditing firm pointed to the company's uncertainty to comply
with the financial covenants in future periods.  KPMG also added
that the company has significant borrowings, which require
compliance with financial covenants subject to quarterly
measurement.

The company recorded net income of $45.3 million in 2006 on
revenues of $841.1 million compared with a net loss of $50 million
in 2005 on revenues of $848.8 million and net income of $11.1
million in 2004 on revenues of $762.7 million.

The company's balance sheet as of Dec. 31, 2006, reflected total
assets of $662 million and total liabilities of $541.6 million,
resulting to total stockholders' equity of $120.4 million.  The
company posted an accumulated deficit of $26.9 million as of
Dec. 31, 2006.

              Credit Facility and Covenant Compliance

On June 28, 2006, the company entered into a new $325 million
credit agreement and borrowed $250 million under the new
facilities to terminate and repay all outstanding borrowings under
its prior Canadian and U.S. revolving credit facilities and its
Halsey pulp mill lease financings, and to terminate and repurchase
all outstanding receivables under its receivable sales
arrangement.  The company recorded a $4.9 million loss on
extinguishment of debt in 2006 as a result of this transaction. In
November 2006, as a result of the lumber import duty refunds
received, the company made a $63 million mandatory prepayment on
these borrowings.

Effective Dec. 31, 2006, the company entered into a second
amendment to the credit agreement.  This amendment eliminated the
former covenant requirement that the opinion that the company
receives from its independent registered public accounting firm
for 2006 and subsequent years not express doubt about the
company's ability to continue as a going concern.  The credit
agreement contains covenants that requires the company to
generate:

     -- EBITDA, as defined in the Credit Agreement, of at least
        $25 million for the four-quarter period ended March 31,
        2007;

     -- EBITDA of at least $30 million for the four-quarter
        periods ended June 30, 2007, and Sept. 30, 2007,

     -- EBITDA of at least $45 million for the year ended
        Dec. 31, 2007; and

     -- increasing EBITDA levels in subsequent periods up to
        $70 million for 2009.

EBITDA, as defined, was $39.4 million for the year ended Dec. 31,
2006, but does not include a full year's impact of Canadian export
taxes and excludes substantially all lumber import duties for the
period, so to meet this covenant in 2007 and thereafter, the
company will be required to substantially improve its EBITDA from
recent levels.
                     
                  Liquidity and Capital Resources

The company's total debt to total capitalization ratio was 73
percent at Dec. 31, 2006, as compared with 75 percent at Dec. 31,
2005 and 82 percent at Sept. 30, 2006.  The debt ratio decreased
as compared to each of the prior periods due to a reduction in
outstanding debt and an increase in shareholders' equity. Total
debt decreased $11.1 million in 2006, and $68.2 million in the
fourth quarter of 2006.   The decrease in outstanding debt at
December 31, 2006 was primarily due to the mandatory prepayment of
term debt as a result of cash received from the lumber duty
refunds.

As of Dec. 31, 2006, the company had working capital of
$155.8 million including cash balances of $19.1 million.  Cash
borrowing availability under its revolving credit facility was
$50.8 million and the company was also utilizing $18.2 million of
this facility for letters of credit.  The company expects to meet
its future cash requirements through a combination of cash
generated from operations, existing cash balances and existing or
future credit facilities.  The company cannot assure, however,
that its business will generate sufficient cash flow from
operations or that it will be in compliance with the financial
covenants of its debt agreement so that future borrowings
thereunder will be available to the company.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d01

                        About Pope & Talbot

Pope & Talbot Inc. (NYSE: POP) -- http://www.poptal.com/-- is  
headquartered in Portland, Oregon, and produces pulp and wood
based building products from manufacturing facilities located
primarily in British Columbia, Canada.  The company also has
operations in the northwestern U.S.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Moody's Investors Service downgraded Pope & Talbot Inc.'s
corporate family and senior unsecured debt ratings to Caa1 and
Caa3 respectively from B3 and Caa2.


PORTRAIT CORP: Can Assume Lease Agreement with Lakemont Industrial
------------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York authorized Portrait
Corporation of America Inc. and its debtor-affiliates to assume a
lease agreement between the Debtor and Lakemont Industrial Holding
Co., dated June 26, 2003.

The Court further granted the Debtors' request to reject unexpired
non-residential real property leases with Award Realty, Genelle
Hardin and Sawgrass Commons, LLC.

Pursuant to the Lakemont Agreement, the Debtors lease premises in
Lakemont West Building IV in Charlotte, North Carolina, where they
conduct warehouse operations for professional portrait photography
products.  The Lakemont Agreement grants the Debtors the use of
the premises consisting of 59,884 square feet of space with an
obligation to pay a monthly base rent of $17,451 plus estimated
monthly expenses of $4,480.

The Debtors tell the Court that the assumption of the Lakemont
Agreement is necessary to allow the Debtors to continue its
operations while the rejection of the agreement would pose greater
administrative risks than assumption.

The Debtors have determined that it would be difficult to find a
replacement facility for a comparable price and in any event,
relocation of the Debtors' warehouse operations would be extremely
expensive.

The Debtors also relates that the rejection of certain leases with
ARGH and Sawgrass is necessary because the Debtors no longer
require the use of the premises covered by the leases.  The
rejection of these leases would also eliminate the incurrence of
any administrative expenses.

Portrait Corporation of America Inc. -- http://pcaintl.com/--       
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for
Chapter 11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case
No. 06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' financial advisor
and investment banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of Unsecured
Creditors.  Peter J. Solomon Company serves as financial advisor
for the Committee.  At June 30, 2006, the Debtor had total assets
of $153,205,000 and liabilities of $372,124,000.


PREGIS CORPORATION: Moody's Holds Ratings & Says Outlook is Neg.
----------------------------------------------------------------
Moody's Investors Service changed the outlook for the ratings of
Pregis Corporation to negative from stable and concurrently
affirmed the existing ratings.

The negative outlook reflects Moody's belief that operating
performance will continue to fall short of the expectations set by
Moody's when it initially rated Pregis in September 2005.  The
company has incurred significant costs to operate as a stand alone
entity and may face additional charges.  Pregis will be challenged
to achieve the additional price increases and volume growth needed
to improve credit metrics to a level more consistent with the
rating category.  The company's primary segment, protective
packaging, is economically sensitive and competitive.  The company
is also subject to significant potential additional volatility
with 62% of sales stemming from international sources.  While
liquidity appears adequate, 85% of cash is held overseas.

The ratings benefit from Pregis's diverse product line, long
standing customer relationships and low concentration of sales.  
The company is also geographically diversified as well with a
significant international presence and some exposure to faster
growing markets.

Moody's affirmed these ratings:

      Corporate Family Rating, B2

      Probability of Default Rating, B2

      $50 million senior secured first lien revolver due 2011, Ba2   
      (LGD2, 16%)

      $87 million senior secured first lien term loan B-1 due
      2012, Ba2 (LGD2, 16%)

      EUR68 million senior secured first lien term loan B-2 due
      2012, (Ba2, LGD2 16%)

      EUR100 million senior secured second lien notes due 2013, B2
      (LGD4, 51%)

      $150 million senior subordinated notes due 2013, Caa1
      (LGD5, 83%)

The ratings outlook is changed to negative from stable.

Pregis Corporation is based in Lake Forest, Illinois.  It
manufactures, markets, and distributes various packaging products
including protective packaging, foodservice packing, flexible
barrier packaging and hospital supplies.  Pregis generated sales
of approximately $925 million for the year ended December 31,
2006.


PROTOSOURCE CORP: Losses Cue Margolis & Co.'s Going Concern Doubt
-----------------------------------------------------------------
Margolis & Company PC reported that ProtoSource Corporation's
operating losses raised substantial doubt about the company's
ability to continue as a going concern auditing the ProtoSource's
financial statements for the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's incurred net losses of
$303,697 and $495,870 during the years ended Dec. 31, 2006 and
2005, respectively.

The company generated net revenues of $2.6 million and
$1.9 million for the years ended Dec. 31, 2006, and 2005,
respectively.

As of Dec. 31, 2006, the company posted total assets of $1 million
and total liabilities of $4.7 million, resulting to total
stockholders' deficiency of $3.7 million.  The company's December
31 balance sheet also showed strained liquidity with total current
assets of $402,155 available to pay total current liabilities of
$4 million.  The company also posted an accumulated deficit of
$32.6 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cf4

                         About ProtoSource

ProtoSource Corporation's delivers database-driven, business-to-
business services and solutions, capitalizing on the technology
acquired through the 2004 merger with P2i Newspaper and its
operational resources at the company's Malaysian facility.  
ProtoSource's subsidiary, P2i Newspaper LLC offers large volume
conversion of print and other content into a variety of data
based, digital formats.


PURE FISHING: Debt Repayment Cues S&P to Withdraw Low-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Rye, New York-based Jarden Corp. (B+/Stable/--) would
not be affected by the company's acquisition of Pure Fishing Inc.,
a global provider of fishing tackle, lures, rods and reels.

As a result of the transaction, Standard & Poor's has withdrawn
all existing ratings on Pure Fishing, including the 'B' corporate
credit rating, following the repayment of PFI's existing debt.  
While detailed transaction terms were not disclosed, the purchase
price consisted of $300 million in cash and a $100 million five-
year note with a 2% coupon and warrants exercisable into Jarden
common stock.

Following its February 2007 financing, Jarden accumulated sizable
cash balances that were used to fund this transaction.  Following
the acquisition of PFI, S&P expects Jarden's lease-adjusted total
debt to EBITDA to remain at just over 4x. We also expect that
leverage will not exceed the 4.0x-4.5x range over the intermediate
term in the event of further debt-financed acquisitions.

Ratings List

Ratings Affirmed

Jarden Corp.

Corporate Credit Rating         B+/Stable/--
Senior Secured Local Currency   B+
  Recovery Rating                3
Subordinated Notes              B-
Shelf Subordinated Debt         B- (Prelim.)

Ratings Withdrawn
                                 To             From
Pure Fishing Inc.

Corporate Credit Rating         NR             B/Stable/--
Senior Secured Local Currency   NR             B


RAINES LENDERS: Crowe Chizek Raises Going Concern Doubt
-------------------------------------------------------
Crowe Chizek and Company LLC raised substantial doubt about Raines
Lenders LP's ability to continue as a going concern after auditing
the partnership's financial statements as of Dec. 31, 2006, and
2005.  The auditing firm pointed to the partnership's recurring
losses from operations and insufficient liquid assets to fund
ongoing operations.

The company incurred a net loss of $1 million on total revenues of
$5,267 for the year ended Dec. 31, 2006, as compared with a net
loss of $183,519 on total revenues of $145,935 for the year ended
Dec. 31, 2005.  

As of Dec. 31, 2006, the company had total assets of $2.5 million
and total liabilities of $1.6 million, resulting to total
partners' equity of $912,526.

At Dec. 31, 2006, the partnership had unrestricted cash of $2,456
and liabilities to non-affiliated entities of $792,738.  The cash
was insufficient to fund ongoing operations.  If funds are not
sufficient in 2007, the General Partner will defer the collection
of fees for certain affiliated expenses and will provide advances
until cash becomes available.

The term loan from a bank totaling $524,355 at Dec. 31, 2006, was
renewed on March 15, 2006, extending the maturity to June 30,
2007.  All terms of the note agreement remained the same with
interest at a rate of prime +0.50%, which was 8.75% at March 15,
2007, and principal and interest payments of $5,384 a month.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cf3

                       About Raines Lenders

Raines Lenders LP in Delaware develops and sells undeveloped real
estate in Memphis, Tenn.  The partnership's investment objectives
are preservation of capital and short-term liquidation of the
Memphis property.

The partnership was organized on Dec. 16, 1988, pursuant to the
provisions of the Delaware Revised Uniform Limited Partnership
Act, Sections 17-101 - 17-1109, Title 6.  The General Partner of
the Registrant is 222 Raines, Ltd., a Tennessee limited
partnership, whose general partners are Steven D. Ezell, Michael
A. Hartley and 222 Partners, Inc.


RGIS HOLDING: Moody's Rates $25 Million Term Loan at Ba3
--------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior secured debt
rating (LGD3, 31%) to RGIS Holdings, LLC's $25 million delayed
draw term loan due 2014.  The loan is part of the financing used
in connection with the sale of a majority share of RGIS' equity to
The Blackstone Group and GS Mezzanine Partners.

The ratings assigned on April 5, 2007 are unchanged.  However, the
LGD assessments are updated to reflect the addition of the delayed
draw term loan:

    - $75 million senior secured revolving credit facility due
      2013, rated Ba3 (LGD3, 31% from LGD3, 30%),

    - $500 million senior secured term loan due 2014, rated Ba3
      (LGD3, 31% from LGD3, 30%),

    - Corporate Family Rating, rated B2,

    - Probability of Default Rating, rated B2.

The rating outlook is stable.

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
were $620 million.


RGIS HOLDING: S&P Rates Planned $500 Million Senior Loan at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Auburn Hills, Michigan-based RGIS
Inventory Specialists to 'B-' from 'B+', removing them from
CreditWatch, where they were placed with negative implications on
March 23, 2007.

In addition, Standard & Poor's has assigned a 'B-' corporate
credit rating to RGIS' parent company RGIS Holdings LLC.

The outlook on both issuers is positive.
     
At the same time, Standard & Poor's assigned its 'B-' bank loan
rating to the RGIS Holding LLC's planned $500 million senior
secured term loan B and the $75 million revolving credit facility.  
The borrower will also have the option of drawing up to $25
million on the term loan within one year of its closing.  The bank
loan and the '3' recovery ratings indicate the expectation for a
meaningful (50% to 80%) recovery of principal in the event of
default.
      
"The ratings on RGIS," said Standard & Poor's credit analyst
Charles
Pinson-Rose, "reflect its highly leveraged capital structure, weak
cash flow protection, and a business position that we believe is
vulnerable to increased competition."


RGIS INVENTORY: S&P Lowers Corporate Credit Rating to B- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Auburn Hills, Michigan-based RGIS
Inventory Specialists to 'B-' from 'B+', removing them from
CreditWatch, where they were placed with negative implications on
March 23, 2007.

In addition, Standard & Poor's has assigned a 'B-' corporate
credit rating to RGIS' parent company RGIS Holdings LLC.

The outlook on both issuers is positive.
     
At the same time, Standard & Poor's assigned its 'B-' bank loan
rating to the RGIS Holding LLC's planned $500 million senior
secured term loan B and the $75 million revolving credit facility.  
The borrower will also have the option of drawing up to $25
million on the term loan within one year of its closing.  The bank
loan and the '3' recovery ratings indicate the expectation for a
meaningful (50% to 80%) recovery of principal in the event of
default.
      
"The ratings on RGIS," said Standard & Poor's credit analyst
Charles Pinson-Rose, "reflect its highly leveraged capital
structure, weak cash flow protection, and a business position that
we believe is vulnerable to increased competition."


SANMINA-SCI: May Miss 2nd Qtr. Revenue Target Due to Low Demand
---------------------------------------------------------------
Sanmina-SCI Corporation disclosed that for its second quarter
ended March 31, 2007, the company expects to report revenue of
approximately $2.6 billion compared to previously provided
guidance of $2.65-$2.75 billion.  The company is not in a position
to provide an update to earnings for the quarter ended March 31,
2007 at this time.  However, with the decline in revenue, the
company expects non-GAAP earnings per share to be below its
previously provided guidance.  Full financial results will be
provided during the company's regularly scheduled earnings call on
Tuesday, April 24, 2007.

"The second quarter has historically been a seasonally weak
quarter for us, but we experienced even greater weakness in demand
over the last two to three weeks," Jure Sola, Chairman and Chief
Executive Officer, stated.  "The majority of this softness was in
the communications and high-end computing end-markets, while the
rest of the markets delivered to our expectations. We believe this
weakness will be short-term and that the business should improve
in the second half of 2007."

For the quarter ended March 31, 2007, the company anticipates
reporting a decrease in inventory of at least $90 million and an
increase in cash and cash equivalent of at least $100 million.

                      About Sanmina-SCI Corp.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a    
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings include
product design and engineering, test solutions, manufacturing,
logistics and post-manufacturing repair/warranty services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services removed its ratings for San
Jose, California-based Sanmina-SCI Corp. from CreditWatch, where
they were placed on Aug. 14, 2006.

The corporate credit and senior unsecured ratings were lowered to
'B+' from 'BB-'; the subordinated debt rating was lowered to 'B-'
from 'B'.  The outlook is stable.


SATCON TECHNOLOGY: Vitale Caturano Expresses Going Concern Doubt
----------------------------------------------------------------
Vitale, Caturano and Company, Ltd. raised substantial doubt about
SatCon Technology Corporation's ability to continue as a going
concern citing several factors after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.  
Factors that the auditing firm pointed out were the company's net
loss of $19.8 million and used $9.8 million of cash in its
operating activities during the year ended Dec. 31, 2006, and a
stockholders' deficit of $2.5 million as of Dec. 31, 2006.  In
addition, Vitale Caturano stated that the company has historically
incurred losses and used cash, rather than provided cash, from
operations.

As of Dec. 31, 2006, the company had total assets of $30.5 million
and total liabilities of $33 million, resulting to total
stockholders' deficit of $2.5 million.  The company posted an
accumulated deficit of $159 million as of Dec. 31, 2006, as
compared with an accumulated deficit of $139.2 million as of
Dec. 31, 2005.

                  Liquidity and Capital Resources

As of Dec. 31, 2006, the company had $8.3 million of cash, of
which $1.1 million was restricted.  In addition, under the terms
of the Notes, the company is required, for so long as any Notes
are outstanding, to maintain aggregate cash and cash equivalents
equal to the greater of:

       (i) $1 million; or

      (ii) $3 million minus 80% of eligible receivables.  Based on
           the level of eligible receivables, the company is
           required to maintain aggregate cash and cash
           equivalents of $1 million.

                   Change in Fiscal Year Period

On Sept. 19, 2006, the company's Board of Directors approved a
change in the company's fiscal year end from September 30 to
December 31.

                   Closure of Worcester Facility

On Sept. 19, 2006, company Board of Directors approved a plan to
close its Worcester, Mass. manufacturing facility by Dec. 31,
2006.  The decision to close the Worcester facility was in
furtherance of the company's continuing efforts to streamline
operations and reduce its operating costs.  The company intends to
focus spending on its renewable energy business.  As a result of
this decision, the company incurred about $1.6 million related to
employee severance and retention bonuses and asset impairments,
warrant revaluation and lease termination costs.  On Dec. 22,
2006, the company negotiated a settlement with the Worcester
landlord, issuing 850,000 shares of common stock on Jan. 3, 2007,
as consideration for the early termination of the lease.  The
lease terminated on Feb. 15, 2007.  The company currently expects
this action will result in a reduction of total overhead expenses
of rent, facilities and personnel costs of about $3 million per
year.

On Dec. 20, 2006, in connection with the early termination of the
lease for the Worcester facility, the company entered into a First
Amendment to Securities Purchase Agreement with certain of the
Purchasers who participated in the Private Placement.  Pursuant to
the Amendment:

     -- the definition of "Excluded Stock" set forth in the
        Purchase Agreement was amended to enable the company to
        issue up to 1.1 million shares of its common stock in
        connection with the early termination of the lease for its
        facility located in Worcester, Mass., without such shares
        being subject to the Purchasers' right of participation
        set forth in the Purchase Agreement and certain
        prohibitions set forth in the Notes and related warrants;
        and

     -- the company agreed to extend the expiration date of the
        Warrant B's issued in the Private Placement from May 30,
        2007, to Aug. 31, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d00

                     About SatCon Technology

SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- designs and manufactures technologies  
and products for electrical power conversion and control in the
U.S. and Canada.  Its products are used in alternative energy,
hybrid electric vehicles, distributed power generation, power
quality, semiconductor fabrication capital equipment, industrial
motors and drives, and defense electronics.  The company sells its
products through three segments, Power Systems, Electronics, and
Applied Technology.


SHARP HOLDINGS: Moody's Assigns B1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Sharp
Holdings Corp. -- proposed ultimate parent of Smart & Final Stores
Corp. -- a non-membership warehouse and wholesale grocery store
chain with operations mainly in the western region of the US.  The
ratings assigned are based on preliminary terms presented to
Moody's by the company, and are subject to receipt and final
review of executed documents.  The ratings outlook is stable.

Ratings assigned:

     - B1 Corporate Family Rating at Sharp Holdings Corp.

     - B1 Probability of default rating at Sharp Holdings Corp.

     - Ba1, LGD 1 (9%) to $150 million Asset-Based Revolving
       Credit Facility at Smart & Final Stores Corp.

     - B1, LGD 4 (55%) to $360 million First Lien Term Loan at
       Smart & Final Stores Corp.

     - B3, LGD 5 (83%) to $175 million Second Lien Term Loan at
       Smart & Final Stores Corp.

The ratings were assigned in connection with the planned
acquisition of the company by Apollo Management, L.P.  The
transaction, which is expected to close in late May, 2007, is
valued at approximately $890 million, including the company's
existing debt obligations and transaction fees and expenses.  The
acquisition will be funded by $200 million in proceeds from the
First Lien Term Loan, $175 million in proceeds from the Second
Lien Term Loan, $240 million in proceeds from the issuance of
Commercial Mortgage Backed Securities, and a $272 million equity
contribution by Apollo.  The remaining $160 million in funds under
the First Lien Term Loan will be available to finance future
acquisitions.

The ratings reflect the company's weak debt protection measures,
especially high leverage (FY07 projected Debt/EBITDA, as
calculated using Moody's standard analytical adjustments, is
expected to be approximately 5.9x ) following the debt-financed
leveraged buyout, limited geographic diversity, modest scale, and
low relative product margins. The ratings are supported by the
company's niche position in the wholesale grocery and food service
supply industries, comparable-store sales growth, which is
consistent with its peers, low seasonality of cash flow generation
on a quarterly basis, and well maintained store base due to
continued capital expenditures on maintenance and renovation.

The stable outlook reflects Moody's expectation that Smart & Final
will continue to maintain an operating profile that generates
gradually improving margins and comp-store sales growth.  While
free cash flow generation is expected to be modest, financial
leverage (Debt/EBITDA) should gradually decline due to improved
EBITDA and a small decrease in debt levels.  Upward rating
pressure would result from sustained improvement in profitability
and cash flows, such that Debt/EBITDA approaches less than 5.0x
and FCF/Net Debt remains above 5%.  Downward pressure would result
from an unexpected decline in the company's operating efficiency
such that EBITDA margins fall below 3.5% and/or Debt/EBITDA
increases to above 6.5x.

In addition to the proposed term loans to support the acquisition,
the company will also enter into a separate $150 million Asset-
Based Revolving Credit Facility (ABL revolver), which will be used
from time to time solely for general corporate purposes.  This ABL
revolver will be secured by first priority liens on accounts
receivable, inventory and cash, and a third priority lien on
property, plant and equipment and stock of the company and other
subsidiaries.  Guarantees on the ABL revolver will be provided by
Sharp Holdings Corp., Smart & Final Inc.'s parent company
following the acquisition, and each of Holdings' present and
future direct and indirect domestic subsidiaries.

The proposed First Lien Term Loan will be secured by a first
priority lien on property and assets -- other than assets
providing first lien on the ABL revolver -- including the
outstanding capital stock of the company and other subsidiaries,
and a second priority lien on the ABL collateral.  The Second Lien
Term Loan will have a second priority lien on the First Lien Term
Loan collateral and third priority lien on the ABL collateral.  
These facilities will be guaranteed by Holdings and each of
Holdings' present and future direct and indirect domestic
subsidiaries.

Headquartered in Commerce, California, Smart & Final Inc. is a
leading non-membership warehouse and wholesale grocery store chain
specializing in food and foodservice products, as well as daily
household products like paper and packaging and janitorial
equipment/supplies.  Smart & Final operates a total of 241 stores
in six western US states, and 13 stores in Mexico through a joint
venture.  For FYE 2006, the company generated $2.1 billion in net
sales.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2007-WMC1 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first and second lien, subprime residential mortgage loans
originated by WMC Mortgage Corp.  The ratings are based primarily
on the credit quality of the loans and on the protection against
credit losses provided by subordination, overcollateralization,
and excess spread.  The ratings also benefit from an interest rate
swap agreement and an interest rate cap agreement provided by The
Royal Bank of Scotland plc.  Moody's expects collateral losses to
range from 4.50% to 5.00%.

Countrywide Home Loans Servicing LP will service the mortgage
loans in the transaction.

The complete rating actions are:

Issuer: Soundview Home Loan Trust 2007-WMC1

ASSET-BACKED CERTIFICATES, SERIES 2007-WMC1

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


SOUTHPARK COMMUNITY: Court Okays Continued Use of Equipment
-----------------------------------------------------------
The Honorable Robert Summerhays of the U.S. Bankruptcy Court for
the Western District of Louisiana has approved a lease agreement
between Southpark Community Hospital, LLC and Siemens Financial
Services, Inc., effectively allowing the Debtor to continue using
medical equipment that was leased by Siemens Financial.

The Debtor and Siemens are parties to a certain Master Equipment
Lease Agreement, under which, are Leasing Schedule Nos. 1170-1176,
and 10095.  The Leases cover scheduled medical equipment such as
x-ray, ultrasound, and other medical apparatus and machinery.  The
Leases require monthly payments of approximately $49,000.

Although the Leases are denominated, the Debtor has indicated to
Siemens that it believes the Leases are not true leases, but
instead compose either finance leases or disguised sale and
security agreements under Louisiana law.  Siemens previously
objected to that position.

The Debtor believes that, whether a lease or a sale, some payment
to Siemens during the course of the bankruptcy case would be
determined either as a rental, or as an adequate protection,
pursuant to Section 363(e) of the U.S. Bankruptcy Code.

To preserve time and minimize costs, the parties have agreed that:

   (a) the parties will reserve all rights regarding whether the
       Leases are true leases, financed leases, or disguised
       sales;

   (b) the continued use of the equipment will be conditioned upon
       a monthly payment of $10,000, nunc pro tunc to the Debtor's
       filing for bankruptcy; and

   (c) this particular arrangement will cease as of April 30,
       2007, unless extended by written agreement of the parties.

                   About Southpark Community

Based in Lafayette, Louisiana, Southpark Community Hospital, LLC
-- http://www.southparkhospital.com/-- provides personalized,  
quality, professional, and comprehensive health care services.  
The Debtor filed for Chapter 11 protection on November 30, 2006
(Bankr. W.D. La. Case No. 06-51053).  Brandon A. Brown, Esq. and
Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis, &
Eagan, LLP, represent the Debtor in its restructuring efforts.  
The Debtor's schedules filed with the Court showed total assets of
$26,553,910 and total debts of $22,506,058.  The Debtor has asked
the Court to extend its exclusive plan filing period to July 28,
2007.


STRUCTURED ASSET: Moody's Rates Class B3 Certificates at Ba2
------------------------------------------------------------
The securitization is backed by Wells Fargo Bank, N.A. originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by Lehman Brothers Holdings Inc.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.  The
ratings also benefit from an interest-rate swap agreement and an
interest-rate cap agreement, both provided by Swiss Re Financial
Products Corporation. Moody's expects collateral losses to range
from 4.85% to 5.35%.

Wells Fargo Bank, N.A. will service the loans, and Aurora Loan
Services LLC will act as master servicer.  Moody's has assigned
Aurora its servicer quality rating of SQ1- as a master servicer.  
Moody's has assigned Wells Fargo Bank, N.A. its top servicer
quality rating of SQ1 for subprime loans.

The complete rating actions are:

Issuer: Structured Asset Securities Corp Trust 2007-WF1

Mortgage Pass Through Certificates, Series 2007-WF1

      Cl. A1, Assigned Aaa
      Cl. A2, Assigned Aaa
      Cl. A3, Assigned Aaa
      Cl. A4, Assigned Aaa
      Cl. A5, Assigned Aaa
      Cl. A6, Assigned Aaa
      Cl. M1, Assigned Aa1
      Cl. M2, Assigned Aa2
      Cl. M3, Assigned Aa3
      Cl. M4, Assigned A1
      Cl. M5, Assigned A2
      Cl. M6, Assigned A2
      Cl. M7, Assigned A3
      Cl. M8, Assigned Baa1
      Cl. M9, Assigned Baa2
      Cl. B1, Assigned Baa3
      Cl. B2, Assigned Ba1
      Cl. B3, Assigned Ba2


TRANSMETA CORPORATION: Burr Pilger Raises Going Concern Doubt
-------------------------------------------------------------
Burr, Pilger & Mayer LLP raised substantial doubt about Transmeta
Corporation's ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses and negative cash flow from operations.

The company had a net loss of $23.5 million on total revenues of
$48.5 million for the year ended Dec. 31, 2006, versus a net loss
of $6.2 million on total revenues of $72.7 million for the year
ended Dec. 31, 2005.  

The company's total revenue decreased primarily due to a decrease
in product revenue of $22.9 million and license revenue of
$9.6 million, partially offset by an increase in service revenue
of $8.4 million.

As of Dec. 31, 2006, the company posted total assets of
$56.7 million and total liabilities of $14 million, resulting to
total stockholders' equity of $42.7 million.  The company also
posted an accumulated deficit of $679 million in 2006, up from an
accumulated deficit of $655.5 million in 2005.

In fiscal 2006, the company generated negative cash flows from
operations of $19.9 million, as compared with positive cash flows
from operations of $5.6 million.  The company's cash and cash
equivalents and short-term investment balances were $41.6 million
at December 31, 2006, as compared with $56.5 million at Dec. 31,
2005.  

The company disclosed in February 2007, that it is streamlining
and restructuring operations to focus on its core business of
developing and licensing intellectual property and technology.  
Under the company's current restructuring plan, it expects to
reduce overall operating expenses to align with its current
intellectual property and technology licensing opportunities.  The
company believes that as a result of actions taken under its plan,
existing cash and cash equivalents and short-term investment
balances and cash from operations will be sufficient to fund its
operations, planned capital and research and development
expenditures through March 31, 2008.

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

                         About Transmeta

Santa Clara, California based Transmeta Corporation (NasdaqGM:
TMTA) -- http://www.transmeta.com/-- develops and licenses  
innovative computing, microprocessor and semiconductor
technologies and related intellectual property.  It presently
develops and licenses advanced power management technologies for
controlling leakage and increasing power efficiency in
semiconductor and computing devices, and in licensing its
computing and microprocessor technologies to other companies.


TRW AUTOMOTIVE: Plans to Refinance $2.5 Billion Credit Facilities
-----------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., disclosed its intention to refinance its existing
credit facilities of $2.5 billion with new credit facilities in
the same amount.  

The new credit facilities are expected to be comprised of a
$1.4 billion revolving credit facility, a $600 million Term Loan A
facility and a $500 million Term Loan B facility.  The company
plans to close the transaction during the second quarter of 2007.

J.P. Morgan Securities Inc. and Banc of America Securities LLC are
arranging the financing.

                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                         *     *     *

Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer
Default rating and 'BB-' on its Unsecured Debt rating.  The
outlook is Stable.


TXU CORP: Plans to Construct Nuclear Power Plants in Texas
----------------------------------------------------------
TXU Corp. disclosed of plans to build two to five new nuclear
reactors after accepting a $32 billion buyout proposal in February
from a consortium led by Kolberg Kravis Roberts & Co and TPG,
formerly Texas Pacific Group, Rebecca Smith of The Wall Street
Journal reports.

However, if its new owners take TXU private, these plans may be
subject to change, WSJ relates.

According to WSJ, TXU has abandoned plans to build coal-fired
power plants in Texas.  It instead hopes to focus more on building
the biggest nuclear-power plants in the U.S.

WSJ says TXU selected nuclear reactors designed and manufactured
by Mitsubishi Heavy Industries Ltd. of Japan at 1,700 megawatts
each.

However, this design hasn't been certified for use in the United
States and TXU does not have a permit to build one yet.  Both
Mitsubishi and TXU disclose that they are working on the necessary
requirements to submit to the Nuclear Regulatory Commission in
2007 and 2008, WSJ adds.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a  
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
the proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service says in a new report exploring
the proposed transaction's credit implications.

Currently, only TXU's senior unsecured debt, at Ba1, is rated
non-investment grade.


U.S. ENERGY: Court Extends Lease-Decision Deadline to June 27
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended, until June 27, 2007, U.S.
Energy Biogas Corporation and its debtor-affiliates' decision to
assume or reject certain unexpired leases of nonresidential real
property.

The Debtors are lessees or sub-lessees under approximately 22
unexpired leases and subleases of nonresidential real property.  
The Debtors relate that they had not had sufficient time and
resources to fully analyze each of the leases, since their
employees were pressed to resolve bankruptcy related matters, such
as addressing claims and litigating numerous issues raised by the
Illinois Commerce Commission.

                         About U.S. Energy

Based in Avon, Conn., U.S. Energy Biogas Corp., a subsidiary
of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects   
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  Dion W.
Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L. Hayden, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of more than
$100 million.


U.S. ENERGY: Wants to Extend Plan Filing Period to April 30
-----------------------------------------------------------
U.S. Energy Biogas Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend, until April 30, 2007, the exclusive period wherein they
can exclusively file a plan of reorganization.

The Debtors say that they require more time to finalize the terms
of the plan.  The Debtors relate that in addition to their day-to-
day operations, the Debtors' management and employees have been
heavily involved in substantial, expedited litigation, in
fulfilling reporting requirements imposed by the Bankruptcy Code,
in handling operational issues, in negotiating the resolution of
claims, and in marketing the structure and terms of an exit
financing facility.  

                         About U.S. Energy

Based in Avon, Conn., U.S. Energy Biogas Corp., a subsidiary
of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects   
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  Dion W.
Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L. Hayden, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of more than
$100 million.


UNITED RENTALS: Fitch Puts Low-B Ratings on Negative Watch
----------------------------------------------------------
Fitch Ratings has placed the ratings for United Rentals, Inc
(NYSE: URI) and United Rentals (North America), Inc. (URNA) on
Rating Watch Negative.

The Negative Rating Watch reflects URI's April 10, 2007
announcement that the board of directors has begun a process to
explore strategic alternatives for the entity, including a
potential sale of the company.

Fitch recognizes that the company's operating fundamentals have
significantly improved over the last two years and believes the
decision to explore strategic alternatives reflects an aggressive
effort by the company's board to achieve a more favorable market
valuation.

Although the outcome of this process cannot yet be determined,
Fitch's action reflects the belief that URI's overall size and
market position may limit the board's option in achieving a higher
valuation to a restructuring or sale that negatively alters the
current financial profile of the company, including significantly
higher leverage, weaker capitalization and liquidity.  Any
strategic alternative undertaken by URI that negatively alters the
company's current financial profile to include a significant
increase in leverage or weaker capitalization or less liquidity
will likely result in a ratings downgrade.

Fitch also recognizes that the Negative Watch may potentially be
resolved without any negative ratings action in the event that any
strategic initiatives undertaken by URI either do not negatively
alter the current financial profile or the company is sold to an
equally or stronger rated entity.

Fitch has placed the following ratings on Rating Watch Negative:

United Rentals, Inc.

    -- Long-Term Issuer Default Rating 'BB-'.

United Rentals (North America), Inc.

    -- Long Term Issuer Default Rating 'BB-';
    -- Senior Secured 'BB';
    -- Senior Unsecured 'BB-';
    -- Subordinated Debt 'B'.


UNITED RENTALS: Moody's Holds Ratings & Says Outlook is Negative
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of United Rentals
Inc., but changed the outlook to negative from stable following
the company's recent announcement that its board of directors has
authorized commencement of a process to explore a broad range of
strategic alternatives to maximize shareholder value, including a
possible sale of the company.  The company's Speculative Grade
Liquidity rating of SGL-2 is unchanged.

URI's decision to explore strategic alternatives is a departure
from Moody's expectations incorporated into the existing B1
rating.  After a period of disruption caused by investigations
into accounting irregularities at the company, Moody's ratings had
acknowledged the company's renewed focus on operating performance.  
The recent disposal of the traffic segment was seen as eliminating
a business that had represented an operational drag on
performance.  Through 2006, URI's key credit metrics (as adjusted
per Moody's FM Methodology) were: debt/EBITDA 2.8x; EBIT/interest
expense 2.5x; and, EBITDA/interest expense of 4.6x (as adjusted
per Moody's FM Methodology).

With no specific transactions yet identified, the negative outlook
reflects the potential for increased operating and financial risk
at URI should initiatives to maximize shareholder value, including
a sale of the company, be implemented.  Moody's notes that URI's
current board continues to include two members from Apollo
Advisers, LP, which at 18.5% is URI's largest shareholder.  Peter
Doyle, Moody's analyst, said, "The strategic review indicates that
URI's board is open to transactions that could increase overall
financial leverage at the company.  In such an event, credit
metrics would be stressed, which could negatively impact the
ratings."

These are the ratings affirmed with a negative outlook:

     Corporate family rating at B1;

     Probability of default at B1;

     Senior secured bank credit facility at Ba1, but its loss   
     given default assessment is changed to LGD2 (12%) from    
     LGD2 (16%);

     Senior unsecured at B1, but its loss given default assessment
     is changed to LGD3 (45%) from LGD4 (52%);

     Senior subordinate at B3, but its loss given default  
     assessment is changed to LGD5 (81%) from LGD5 (83%);

     Quarterly Income Preferred Securities at B3 (LGD6, 96%)
     issued by United Rentals Trust I;

Moody's noted that in certain instances the LGD assessments were
adjusted to reflect recent debt repayments on the outstanding term
loan as modeled using Moody's Loss Given Default methodology.  The
senior secured bank credit facility contains a change of control
provision that would require repayment in the event of a sale of
the company. Additionally, some of the company's outstanding bonds
also include change of control provisions that could require the
company to tender for the bonds in the event of a change of
control.

The Speculative Grade Liquidity rating of SGL-2 is unchanged.

United Rentals, Inc., headquartered in Greenwich, Connecticut, is
the world's largest equipment rental company and operates more
than 700 rental locations throughout the United States, Canada,
and Mexico.


UNITED RENTALS: S&P Places BB- Rating on Developing CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on United
Rentals Inc. and its parent United Rentals Inc., including its
'BB-' corporate credit ratings, on CreditWatch with developing
implications following the company's announcement that it is
exploring strategic alternatives, which could include the sale of
the company.
     
In resolving its CreditWatch listing, S&P will monitor
developments associated with the company's pursuit of strategic
alternatives.  The CreditWatch placement indicates that the
ratings might be affirmed, raised, or lowered, depending on United
Rentals' credit profile following a potential transaction.  An
acquisition by a strategic buyer with a stronger credit profile
may result in an upgrade.  Alternatively, an acquisition by a
financial buyer, resulting in a material increase in leverage,
could result in a downgrade.  In the event of the sale of United
Rentals to a financial buyer, S&P will consider the impact of
existing change of control provisions on specific debt issues.
     
Through its network of approximately 700 locations in the U.S.,
Canada, and Mexico, United Rentals is the world's largest provider
of construction and industrial equipment rentals.


UNIVERSAL GUARDIAN: AJ Robbins Raises Going Concern Doubt
---------------------------------------------------------
AJ Robbins PC raised substantial doubt about the ability of
Universal Guardian Holdings, Inc. to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses and negative cash flows from operations and
capital deficit at Dec. 31, 2006.

The company had a net loss of $8.4 million on net revenues of
$21.8 million for the year ended Dec. 31, 2006, as compared with a
net loss of $6.5 million on net revenues of $14.2 million for the
prior year.

The overall increase in the company's net loss for the year ended
Dec. 31, 2006, over the year ended Dec. 31, 2005, was principally
attributed to the $7.4 million increase in selling, general and
administrative expenses, partially offset by the $4.3 million
increase in gross profit and the $778,035 reduction in other
expense.  

Revenues for the year ended Dec. 31, 2006, were principally
derived from contracts for security services rendered by our UG
Services Group.  Around 85% of these revenues derived from
contracts in Afghanistan.  Included in the company's contracts are
contracts with International Relief and Development Inc., the U.S.
Army and CDM Constructors, each of which contract would constitute
more than 10% of the company's revenues.

The company listed in its balance sheet as of Dec. 31, 2006, total
assets of $16 million and total liabilities of $4.6 million,
resulting to total stockholders' equity of $11.4 million.  
Accumulated deficit as of Dec. 31, 2006, was $24.5 million.

                    Historical Sources of Cash

For the period Jan. 1, 2005, through Dec. 31, 2006, the company
principally financed its operations and acquisitions through a
combination of:

      (1) the sale of common shares for cash of $9.4 million;

      (2) the issuance of common shares and/or options or warrants
          to purchase its common shares to various consultants in
          payment for the provision of their services, or to other
          creditors in satisfaction of debt to them totaling
          $848,140;

      (3) short-term financings including the sale of debentures
          of $500,000;

      (4) proceeds from the exercise of common share purchase
          options or warrants amounting to $994,638;

      (5) the sale of series 'B' preferred shares for cash  of
          $525,000;

      (6) the issuance of convertible debentures totaling
          $5,000,000; and

      (7) revenues from the company's Secure Risks subsidiary.

                      Current Cash Position

The company's cash and cash equivalents position as of Dec. 31,
2006, was $3.5 million, as compared with $666,505 as of Dec. 31,
2005.  The increase in its cash and cash equivalents for the year
2006 was principally attributable to $8.6 million in cash raised
through financing activities, partially offset by $5.4 million in
cash used in operating activities and $400,993 in cash used in
investing activities.

                  Capital Resources Going Forward

The company had about $3.5 million of cash on hand as of Dec. 31,
2006, to fund its operations going forward.  Its plan of operation
for the next 12 months is for its UG Services Group to continue to
increase sales activities; and for its UG Systems Group and UG
Products Group to continue activities to continue to introduce to
market and to promote and market their respective products and
services.  

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

                     About Universal Guardian

Universal Guardian Holdings, Inc. of Newport Beach, California,
(OTC BB: UGHO) -- http://www.universalguardian.com/-- is a  
holding company which provides security products, systems and
services to mitigate terrorist, criminal and security threats for
governments and businesses worldwide through our various operating
subsidiaries, broken-down into three different operating groups-
the UG Services Group, the UG Products Group, and the UG Systems
Group.  


USI HOLDINGS: Moody's Junks Rating on $200 Million Notes
--------------------------------------------------------
Moody's Investors Service has downgraded the senior secured credit
facilities of USI Holdings Corporation to B2 from B1 in light of
the company's plans to substantially increase its borrowings.  
Moody's has also assigned a B3 corporate family rating to the
company.  USIH is taking on significant financial leverage to help
fund the acquisition of the company by GS Capital Partners, a
private equity affiliate of Goldman, Sachs & Co.  The total value
of the acquisition is estimated at $1.4 billion, including
repayment of USIH's existing debt.  The rating outlook for USIH is
stable.  This action concludes a rating review announced on
January 17, 2007.

According to Moody's, the downgrade reflects USIH's high financial
leverage and relatively thin fixed charge coverage ratios on a pro
forma basis following the acquisition.  Moreover, USIH has posted
fairly volatile net results over the past several years,
reflecting acquisition integration costs, restructuring charges
and the effects of discontinued operations.

The rating agency noted that USIH is skilled in serving small and
mid-sized businesses, with a focus on cross-selling various
product types to strengthen client relationships.  The company is
well diversified across property & casualty and employee benefits
business lines and also geographically across the US.  Moody's
expects that USIH will continue its strategy of growing both
organically and through acquisitions, with the balance shifting
more toward organic growth than in the past few years.

This rating has been downgraded, with a stable outlook:

USI Holdings Corporation:

    * Senior secured credit facilities to B2 from B1.

These ratings have been assigned, with a stable outlook:

USI Holdings Corporation:

    * Corporate family rating at B3
    * $100 million senior secured revolving credit facility at B2
    * $525 million senior secured term loan at B2
    * $225 million senior unsecured notes at B3
    * $200 million subordinated notes at Caa1

Moody's cited these factors that could lead to an upgrade of
USIH's ratings: (i) adjusted EBITDA coverage of interest
consistently exceeding 2.0 times, (ii) free-cash-flow-to-debt
ratio consistently exceeding 5.0 percent, and (iii) adjusted debt-
to-EBITDA ratio consistently below 5.5 times.

Moody's cited these factors that could lead to a downgrade of the
ratings: (i) adjusted EBITDA coverage of interest below 1.5 times,
(ii) adjusted debt-to-EBITDA ratio remaining above 6.5 times for
an extended period, or (iii) a prolonged period with no organic
growth.

Moody's last rating action on USIH took place on January 17, 2007,
when the B1 rating was placed on review with direction uncertain
following the announcement that the company would be acquired by
GS Capital Partners.

USIH, based in Briarcliff Manor, New York, ranks among the 10
largest US insurance brokers.  Through subsidiaries across the US,
the company distributes property & casualty insurance and employee
benefits products and services to small and mid-sized businesses.  
For 2006, USIH reported total revenues of $552 million and net
income of $21 million.  Shareholders' equity was $440 million as
of December 31, 2006.


USI HOLDINGS: GS Capital Buyout Offer Cues S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on USI Holdings Corp. to 'B-' from 'BB-'
as a result of USI's announced $1.4 billion leveraged buyout by GS
Capital Partners, a private equity affiliate of Goldman Sachs &
Co.  The ratings were then removed from CreditWatch with negative
implications where they had been placed on Oct. 27, 2006.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' senior
secured debt rating to USI's proposed $625 million senior secured
credit facility (which consists of a $525 million term loan B and
a $100 million revolver), assigned its 'CCC' senior unsecured debt
rating to USI's $225 million senior unsecured notes, and its 'CCC'
subordinated debt rating to USI's $200 million subordinated notes.

The $1.4 billion proposed transaction will consist of $950 million
in new debt and about $485 million in equity contribution from GS.  
These freshly raised funds, net of transaction fees and expenses,
will be primarily used to finance the acquisition and repay the
existing senior credit facility of about $358 million.  The
transaction is expected to be completed by April 30, 2007.

"The downgrade is in response to the proposed buyout, which will
significantly increase USI's debt leverage on a pro forma basis to
67% at year-end 2007 from 46% at year-end 2006," explained
Standard & Poor's credit analyst Taoufik Gharib.  "More
importantly, adjusted EBITDA interest coverage (including
noncancelable operating lease adjustments) will materially
decrease to 1.7x on a pro forma basis at year-end 2007 compared
with 4.0x at the end of 2006."  Under the proposed new structure,
the debt leverage and interest coverage metrics have substantially
deteriorated, weakening the company's financial position.

The counterparty credit rating on USI reflects its adequate
competitive position as a primarily regional and local insurance
broker, industry-trailing operating performance, highly leveraged
balance sheet, and a history of operating within the boundaries of
its restrictive bank covenants.  Somewhat offsetting these
negatives are the company's earnings diversification outside
the property/casualty industry in the employee benefits sector,
and strategic shift emphasizing organic growth and improving
operating efficiencies.

The company's competitive position is adequate among regional
insurance brokers.  USI is the ninth-largest U.S. insurance broker
with 2006 revenues of $552 million, and is able to maintain a
regional focus through its network of local sales professionals
located throughout 18 states and 66 offices.  Furthermore, the
company's diversification in the employee benefits business,
which constituted about 44% of USI's pro forma 2006 revenues,
affords various cross-selling opportunities.

USI reported an EBITDA margin of 18.5% in 2006, a 159-basis point
improvement from 2005 as management continues to focus on expense
controls.  However, EBITDA margins still trail those of USI's
regionally focused peers.  The company's ROR slightly improved in
2006, to 6.6% from 6.0% in 2005.  In 2006, total revenue grew 8.5%
to $552 million compared with the prior year solely through
acquisitions as the company faced declining rates in its
California workers' compensation book of business.  The company
has made some strategic management changes in this state to
invigorate its organic growth.  Outside of California, USI's
organic growth measured about 4% in 2006.

The management team is now committed to maximizing organic revenue
growth, improving operating efficiencies over the next three-five
years, and pursuing select strategic small acquisitions totaling
$20 million to $30 million per annum.  This philosophy is a change
from the prior top-line growth largely through acquisitions ($100
million to $150 million a year).

USI's revenues are expected to grow by at least 8% in 2007 as it
fully integrates the Kibble & Prentice Holding Co. business
acquired in October 2006.  The company is focused on growing
organically.  It has reached a critical size through which it can
generate more revenues from its existing large client base and
improve retention through cross selling.  This top-line organic
growth strategy will be challenging because of softening p/c
rates.  However, these negative pressures should be somewhat
alleviated, given that a significant amount of USI's revenues are
generated through its employee benefits division.

The company has taken the necessary proactive steps to trim
expenses and achieve prospective operating margins that are more
in line with its regional insurance brokerage peers. Standard &
Poor's expects that USI will produce an EBITDA margin of at least
20% in 2007 and further improve prospectively.  There are
execution and integration risks associated with USI's recent
acquisitions, and the company will have to continue to execute
operationally and continue to find expense synergies.

There are ongoing industry pressures relating to competitive and
financial uncertainties from changing business models within the
retail brokerage industry to exclude contingent commissions
following investigations into the insurance brokerage industry
practices.  As a result, USI's operating performance could be
hampered if contingent commissions are eliminated from its future
revenue stream as they constitute about 5% ($26 million) of
revenues.

Standard & Poor's expects that USI will remain cash flow positive
and use some of its future earnings to gradually pay down its
debt.  As a result, the company's debt leverage is expected to
steadily decrease in 2008 and beyond.  Similarly, adjusted EBITDA
interest coverage is expected to be at least 1.7x in 2007 and
improve, prospectively.

If the company's interest coverage and debt leverage metrics fall
short of S&P's expectations, the outlook could be revised to
negative.  Alternatively, if the company outperforms S&P's
expectations, the outlook could be revised to positive.


XELR8 HOLDINGS: Losses Prompt Gordon Hughes' Going Concern Doubt
----------------------------------------------------------------
XELR8 Holdings Inc.'s independent registered public accounting
firm, Gordon, Hughes & Banks LLP, a going-concern qualification,
which "contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  The company
incurred a net loss of $4,669,449 for the year ended Dec. 31,
2006, and incurred significant net losses since inception.  These
factors raise substantial doubt about the company's ability to
continue as a going concern."

                        Fiscal 2006 Results

Net revenues for the year ended Dec. 31, 2006, were $2.1 million,
up from net revenues for the year ended Dec. 31, 2005, of
$1.2 million.

The company's Dec. 31, 2006, balance sheet showed total assets
totaling $1 million and total liabilities of $1.4 million,
resulting to total stockholders' deficit of $390,284.  Its
December 31 balance sheet also showed strained liquidity with
total current assets of $1.4 million available to pay total
current liabilities of $751,588.  The company posted an
accumulated deficit of $17.3 million as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cf8

                     Update on AMEX Delisting

XELR8 was notified by the American Stock Exchange that the
company's requested hearing date to appeal the AMEX Staff's
original decision to delist the company's common shares from
listing and registration on the Exchange has been scheduled
Wednesday, May 16, 2007.

Further, in compliance with the AMEX Company Guide Rule 610(b)
requiring a public announcement of the receipt of an audit opinion
that contains a going-concern qualification, the company's
consolidated financial statements for the fiscal year ended
Dec. 31, 2006, included in its Form 10-KSB filing with the
Securities and Exchange Commission, contained a going-concern
qualification from its auditors.  

In addition, on April 4, 2007, the American Stock Exchange
approved the issuance of up to 6,600,000 additional shares of the
company's common stock following the shareholder approval received
at the company's Annual Meeting of Stockholders held on March 7,
2007.

John Pougnet, chief executive and chief financial officer of
XELR8, stated, "We are pleased that we now have a definitive date
for presenting to the AMEX Listing Qualifications Panel and look
forward to providing ample reasons for the Panel to reconsider the
Staff's original delisting decision.  In light of the tremendous
fundamental progress we've made in the past several months to
strengthen our balance sheet and greatly improve our growth
prospects, we are very hopeful that the Panel will concede to our
appeal that the original delisting decision be reversed."  

                       About XELR8 Holdings

XELR8 Holdings Inc. (AMEX: BZI) -- http://www.xelr8.com/--  
develops, sells, markets and distributes nutritional supplement
products primarily through a direct sales or network marketing
system in which independent distributors sell the company's
products, as well as purchase them for their own personal use.  
The company also sells products directly to professional and
Olympic athletes and to professional sports teams.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Sun Valley Pediatric Urgent Care, P.C.
   Bankr. D. of Ariz. Case No. 07-01415
      Chapter 11 Petition filed March 20, 2007
         See http://bankrupt.com/misc/azb07-01415.pdf

In re Area 51 Pittsburgh, Inc.
   Bankr. W.D. Pa. Case No. 07-21883
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/pawb07-21883.pdf

In re Cimarron Valley Therapeutic Services
   Bankr. W.D. Okla. Case No. 07-10919
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/okwb07-10919.pdf

In re Major Land Development, Inc.
   Bankr. D. P.R. Case No. 07-01614
      Chapter 11 Petition filed March 28, 2007
         See http://bankrupt.com/misc/prb07-01614.pdf

In re Allen Everard Gordon
   Bankr. D. N.J. Case No. 07-14304
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/njb07-14304.pdf

In re Chatman Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 7-01204
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/flmb07-01204.pdf

In re Jimond Corporation
   Bankr. S.D. Fla. Case No. 07-12201
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/flsb07-12201.pdf

In re Rainier Holdings, LLC
   Bankr. E.D. Va. Case No. 07-10750
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/vaeb07-10750.pdf

In re Sanderson Boat Works, Inc.
   Bankr. E.D. N.C. Case No. 07-01165
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/nceb07-01165.pdf

In re Schwabe-May of Charleston, LLC
   Bankr. S.D. W.V. Case No. 07-20324
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/wvsb07-20324.pdf

In re SpaceCo Business Solutions, Inc.
   Bankr. D. Colo. Case No. 07-12977
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/cob07-12977.pdf

In re Sutton Trucking, LLC
   Bankr. D. N.J. Case No. 07-14252
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/njb07-14252.pdf

In re Union Enterprises, LLC
   Bankr. E.D. Va. Case No. 07-10749
      Chapter 11 Petition filed March 29, 2007
         See http://bankrupt.com/misc/vaeb07-10749.pdf

In re Addison Enterprises, LLC
   Bankr. E.D. Mich. Case No. 07-46320
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/mieb07-46320.pdf

In re Blackwell Funeral Home, Inc.
   Bankr. M.D. N.C. Case No. 07-10467
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/ncmb07-10467.pdf

In re Block 7094 Associates, LLC
   Bankr. E.D. N.Y. Case No. 07-41576
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/nyeb07-41576.pdf

In re Bucko Enterprises, Inc.
   Bankr. W.D. Wash. Case No. 07-40998
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/wawb07-40998.pdf

In re Eagles Christian Ministries, Inc.
   Bankr. N.D. Ga. Case No. 07-65006
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/ganb07-65006.pdf

In re Great American Companies, Inc.
   Bankr. D. S.C. Case No. 07-01666
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/scb07-01666.pdf

In re Larry Bresnick
   Bankr. E.D. N.Y. Case No. 07-41580
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/nyeb07-41580.pdf

In re McKenzie Transport, Inc.
   Bankr. D. Ore. Case No. 07-60836
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/orb07-60836.pdf

In re Passeur & Mertz, LLC
   Bankr. W.D. Tex. Case No. 07-10540
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/txwb07-10540.pdf

In re Pros Services, Inc.
   Bankr. E.D. Mich. Case No. 07-46324
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/mieb07-46324.pdf

In re Rucci Development Company, Inc.
   Bankr. N.D. Ohio Case No. 07-40681
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/ohnb07-40681.pdf

In re Smoke Rise Agents Realty, Inc.
   Bankr. N.D. Ga. Case No. 07-64987
      Chapter 11 Petition filed March 30, 2007
         See http://bankrupt.com/misc/ganb07-64987.pdf

In re 65 Roswell Street, LLC
   Bankr. N.D. Ga. Case No. 07-65450
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/ganb07-65450.pdf

In re Fort Worth Southside, LLC
   Bankr. N.D. Tex. Case No. 07-41480
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/txnb07-41480.pdf

In re Joseph J. Kubala, III
   Bankr. D. Md. Case No. 07-12986
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/mdb07-12986.pdf

In re Mighty God Christian Academy
   Bankr. N.D. Ill. Case No. 07-05866
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/ilnb07-05866.pdf

In re Norris Manufacturing, LLC
   Bankr. N.D. Ohio Case No. 07-60920
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/ohnb07-60920.pdf

In re Rowland Holdings, LLC
   Bankr. M.D. Fla. Case No. 7-01271
      Chapter 11 Petition filed April 2, 2007
         See http://bankrupt.com/misc/flmb07-01271.pdf

In re Advanced Digital Technology, Inc.
   Bankr. C.D. Calif. Case No. 07-12709
      Chapter 11 Petition filed April 3, 2007
         See http://bankrupt.com/misc/cacb07-12709.pdf

In re Charles Webb, Inc.
   Bankr. D. Mass. Case No. 07-11952
      Chapter 11 Petition filed April 3, 2007
         See http://bankrupt.com/misc/mab07-11952.pdf

In re Ellason and Sons, Inc.
   Bankr. D. S.C. Case No. 07-01821
      Chapter 11 Petition filed April 3, 2007
         See http://bankrupt.com/misc/scb07-01821.pdf

In re Jack W. Wilson
   Bankr. M.D. Fla. Case No. 07-02654
      Chapter 11 Petition filed April 3, 2007
         See http://bankrupt.com/misc/flmb07-02654.pdf

In re Marcel Theriault
   Bankr. S.D. Fla. Case No. 07-12357
      Chapter 11 Petition filed April 3, 2007
         See http://bankrupt.com/misc/flsb07-12357.pdf

In re Carpenter's
   Bankr. W.D. Pa. Case No. 07-10519
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/pawb07-10519.pdf

In re Classic Image Events Inc.
   Bankr. W.D. Wash. Case No. 07-11489
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/wawb07-11489.pdf

In re Harold Davis
   Bankr. D. Conn. Case No. 07-30747
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/ctb07-30747.pdf

In re Jody A. Miller
   Bankr. W.D. Pa. Case No. 07-22146
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/pawb07-22146.pdf

In re Nightlife Unlimited, Inc.
   Bankr. N.D. Fla. Case No. 07-40164
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/flnb07-40164.pdf

In re Salli Betler
   Bankr. W.D. Pa. Case No. 07-22157
      Chapter 11 Petition filed April 4, 2007
         See http://bankrupt.com/misc/pawb07-22157.pdf

In re Express Aircraft Company LLC
   Bankr. W.D. Wash. Case No. 07-11504
      Chapter 11 Petition filed April 5, 2007
         See http://bankrupt.com/misc/wawb07-11504.pdf

In re Hi-Way Star, Inc.
   Bankr. M.D. Fla. Case No. 07-02722
      Chapter 11 Petition filed April 5, 2007
         See http://bankrupt.com/misc/flmb07-02722.pdf

In re JT Trucking, Inc.
   Bankr. W.D. Pa. Case No. 07-22204
      Chapter 11 Petition filed April 5, 2007
         See http://bankrupt.com/misc/pawb07-22204.pdf

In re Richard Kamman
   Bankr. W.D. Pa. Case No. 07-22193
      Chapter 11 Petition filed April 5, 2007
         See http://bankrupt.com/misc/pawb07-22193.pdf

In re Absolutely the Best Roofing Company, LLC
   Bankr. S.D. Fla. Case No. 07-12464
      Chapter 11 Petition filed April 6, 2007
         See http://bankrupt.com/misc/flsb07-12464.pdf

In re Allen Strang Chase
   Bankr. W.D. Tex. Case No. 07-10637
      Chapter 11 Petition filed April 6, 2007
         See http://bankrupt.com/misc/txwb07-10637.pdf

In re Kevin E. Rice
   Bankr. W.D. Tenn. Case No. 07-23131
      Chapter 11 Petition filed April 6, 2007
         See http://bankrupt.com/misc/tnwb07-23131.pdf

In re Platte River Art Services, Inc.
   Bankr. D. Colo. Case No. 07-13310
      Chapter 11 Petition filed April 6, 2007
         See http://bankrupt.com/misc/cob07-13310.pdf

In re Young Earthmoving Company, LLC
   Bankr. E.D. Ky. Case No. 07-60296
      Chapter 11 Petition filed April 6, 2007
         See http://bankrupt.com/misc/kyeb07-60296.pdf

In re Lar-Tex Medical Equipment Corp.
   Bankr. W.D. Tex. Case No. 07-50890
      Chapter 11 Petition filed April 7, 2007
         See http://bankrupt.com/misc/txwb07-50890.pdf

In re Mama Leone's Brick Oven Pizza, LLC
   Bankr. D. Md. Case No. 07-13188
      Chapter 11 Petition filed April 8, 2007
         See http://bankrupt.com/misc/mdb07-13188.pdf

In re Certified Fence Corporation
   Bankr. S.D.N.Y. Case No. 07-22319
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/nysb07-22319.pdf

In re H.D. Custom Homes, Inc.
   Bankr. D. Conn. Case No. 07-30778
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/ctb07-30778.pdf

In re H.D. Holdings, Inc.
   Bankr. D. Conn. Case No. 07-30779
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/ctb07-30779.pdf

In re James W. Nipper, Jr.
   Bankr. N.D. Al. Case No. 07-80901
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/alnb07-80901.pdf

In re K&D Distribution Services, Inc.
   Bankr. N.D. Ill. Case No. 07-06331
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/ilnb07-06331.pdf

In re T.C. Smith & Sons Trucking, Inc.
   Bankr. M.D. Pa. Case No. 07-50848
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/pamb07-50848.pdf

In re Top of the Line Maintenance, Inc.
   Bankr. E.D. Ark. Case No. 07-11844
      Chapter 11 Petition filed April 9, 2007
         See http://bankrupt.com/misc/akeb07-11844.pdf

In re American Health Care, Inc.
   Bankr. N.D. Ohio Case No. 07-40785
      Chapter 11 Petition filed April 10, 2007
         See http://bankrupt.com/misc/ohnb07-40785.pdf

In re Independent Import Services, Inc.
   Bankr. D. Ariz. Case No. 07-01591
      Chapter 11 Petition filed April 10, 2007
         See http://bankrupt.com/misc/azb07-01591.pdf

In re James Stokes Holt, IV
   Bankr. M.D. La. Case No. 07-10461
      Chapter 11 Petition filed April 10, 2007
         See http://bankrupt.com/misc/lamb07-10461.pdf

In re Kevin Condon
   Bankr. N.D. Calif. Case No. 07-10399
      Chapter 11 Petition filed April 10, 2007
         See http://bankrupt.com/misc/canb07-10399.pdf

                             *********

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
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related conferences are encouraged.  Send announcements to
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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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Troubled Company Reporter is a daily newsletter co-published
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