TCR_Public/070413.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 13, 2007, Vol. 11, No. 87

                             Headlines

ADVANSTAR COMMUNICATIONS: Posts $41.7 Million Net Loss in 2006
ALCATEL-LUCENT: Fitch Withdraws BB Issuer Default Rating
ALERIS INTERNATIONAL: Has $4.7 Bil. Revenues in Yr. Ended Dec. 31
ALLIED HOLDINGS: Enterprise Value Estimated at $350-$425 Million
ALLIED HOLDING: Plan Confirmation Hearing Scheduled on May 9

AMCAST INDUSTRIAL: Court Confirms Second Amended Chapter 11 Plan
AMERICAN ACHIEVEMENT: Posts $683,000 Net Loss in Qtr Ended Feb. 24
AMERICAST TECHNOLOGIES: S&P Junks Rating on Senior Unsecured Notes
ASARCO LLC: Panel & Future Claims Rep. Can Retain Asbestos Experts
ASARCO LLC: Wants To Hire Fennemore Craig as Special Counsel

BALLY TOTAL: Obtains Forbearance Agreement from Lenders
BE AEROSPACE: S&P Removes Positive Watch and Upgrades Ratings
BELDEN & BLAKE: Earns $52.2 Million in Year Ended December 31
BI-LO LLC: Company Sale Cues S&P's Developing CreditWatch
BIG WEST: Limited Asset Diversity Cues S&P's B+ Credit Rating

BRANFORD PARTNERS: Files Plan & Disclosure Statement in California
BRANFORD PARTNERS: Court Approves SulmeyerKupetz as Counsel
CANNERY CASINO: Moody's Junks Rating on $115 million Term Loan
CANNERY CASINO: High Debt Level Prompts S&P's B+ Credit Rating
CAPCO AMERICA: Fitch Junks Rating on $15.6 Mil. Class B-5 Certs.

CENTEX HOME: Fitch Lowers Rating on 2001-B Class B Certificates
CHATTEM INC: Earns $13.7 Million in Quarter Ended February 28
CHROMOS MOLECULAR: To File for Bankruptcy Under BIA
CIMAREX ENERGY: Files Registration for $300 Million Notes Offering
CIMAREX ENERGY: S&P Rates Proposed $300 Mil. Senior Notes at BB-

COMMERCIAL MORTGAGE: Fitch Holds B+ Rating on Class K Certificates
COMVERSE TECHNOLOGY: Names Andre Dahan as President and CEO
CREDIT SUISSE: Fitch Holds Low-B Ratings on Three Certificates
CRFRC-D MERGER: Moody's Assigns Low-B Ratings to Proposed Loans
CSMC MORTGAGE: Moody's Rates Class 1-B-1 Certificates at Ba2

DAIMLERCHRYSLER AG: Meets with Chrysler Bidders Except Kerkorian
DANA CORP: Will Make April and September 2007 Pension Payments
DIVERSIFIED ASSET: Fitch Lowers Notes' Ratings to B
EDGEN MURRAY: Moody's Assigns B3 Rating to $500 Million Term Loans
EDGEN MURRAY: S&P Rates Proposed $425 Million Term Loan at B

ENERGY PARTNERS: Moody's Junks Rating on Proposed $450 Mil. Notes
ENERGY PARTNERS: S&P Rates $450 Million Senior Notes at B-
GRAHAM PACKAGING: Dec. 31 Balance Sheet Upside-Down by $597.8 Mil.
HALLIBURTON CO: KBR Separation Prompts S&P's Positive Watch
HARBORVIEW MORTGAGE: S&P Holds Low-B Ratings on 75 Transactions

HUNTER FAN: S&P Affirms B Corporate Credit Rating
IASIS HEALTHCARE: S&P Junks Ratings on Proposed $300 Mil. PIK Loan
INTELSAT LTD: Dec. 31 Balance Sheet Upside-Down by $541.3 Million
JP MORGAN: Fitch Junks Rating on $1.9 Million Class M Certificates
JULIANA FLORES: Voluntary Chapter 11 Case Summary

KINDER MORGAN: Fitch Rates Proposed $7.3 Billion Facility at BB
LB COMMERCIAL: Fitch Holds Class F Certificates' Rating at BB+
LEVI STRAUSS: Earns $87 Million in First Quarter Ended February 25
METRO ONE: Hires XRoads to Help Stabilize Financial Position
MONITRONICS INT'L: Leverage Position Cues Moody's to Hold Ratings

MUSICLAND HOLDING: Plan Confirmation Hearing Continued to April 26
NEOMEDIA TECH: Stonefield Josephson Raises Going Concern Doubt
NEW CENTURY: Wants to Sell 2,000 Mortgage Loans to Greenwich
NEW CENTURY: U.S. Trustee Balks at Loan Sale to Greenwich Capital
NORTHWEST AIRLINES: Richard Nevins Appointed as New Examiner

NUTRO PRODUCTS: Pet Food Recall Prompts Moody's to Review Ratings
OUR LADY OF MERCY: Auction of Assets Scheduled on May 18
PA MEADOWS: Moody's to Withdraw Low-B Ratings
PANTRY INC: Completes Acquisition of 66 Petro Express Stores
PEOPLE'S CHOICE: U.S. Trustee Appoints Five-Member Official Panel

PEOPLE'S CHOICE: Has Until April 25 to File Schedules
PEOPLE'S CHOICE: Credit Deterioration Cues S&P's Ratings Downgrade
PHOENIX FOOTWEAR: Grant Thornton Expresses Going Concern Doubt
RECYCLED PAPER: Moody's Junks Corporate Family Rating
REDEEMING WORD: Case Summary & Four Largest Unsecured Creditors

ROCKAWAY BEDDING: Organizational Meeting Scheduled on April 20
SALOMON BROTHERS: Fitch Affirms Low-B Ratings on Four Certificates
SEA CONTAINERS: Subsidiary Defaults on $151 Million Senior Notes
SHREVEPORT DOCTORS: Court Approves Wiener Weiss as Panel's Counsel
SHREVEPORT DOCTORS: Charlotte Pennington Appointed as Ombudsman

SOLERA HOLDINGS: Narrow Product Focus Cues S&P to Hold B+ Rating
SOUTHSTAR FUNDING: Files for Chapter 7 Liquidation in Georgia
SOUTHSTAR FUNDING: Voluntary Chapter 7 Case Summary
SYNAGRO TECHNOLOGIES: Earns $3.2 Million in Quarter Ended Dec. 31
TEMPUR WORLD: Moody's Withdraws Ba3 Ratings

THISTLE MINING: Inks Non-Binding Restructuring Plan with Creditors
TNS INC: Posts Net Loss of $6.7 Million in Quarter Ended Dec. 31
TOWER AUTOMOTIVE: Court Approves $1 Billion Sale to Cerberus
TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to May 3
TRW AUTOMOTIVE: Increases Consideration for Tender Offer

U.S. ENERGY: Files Schedules of Assets and Liabilities
UNITED RENTALS: Board Exploring Strategic Alternatives
UNITED RENTALS: CEO Wayland Hicks to Retire
USEC INC: Moody's Junks Rating on Senior Notes
USI HOLDINGS: Offering $425 Million of Senior Notes

USI HOLDINGS: To Refinance Senior Secured Credit Facility
VENETIAN MACAO: Moody's Rates $600 Million Term Loan at B1
VENTAS INC: Boosts Sunrise Bid to $1.97 Billion
VERTIS INC: December 31 Balance Sheet Upside-Down by $550.1 Mil.
VI-JON INC: High Debt Leverage Cues S&P to Affirm B Rating

VIEW SYSTEMS: Files Restated 2006 Third Quarter Financials
WAMU MORTGAGE: Moody's Puts Low-B Ratings on Three Certificates
WESTERN REFINING: FTC Suit Cues S&P's Negative CreditWatch
WILLOWS ON CLARK: Voluntary Chapter 11 Case Summary

* BOOK REVIEW: Building American Cities: The Urban Real Estate
               Game

                             *********

ADVANSTAR COMMUNICATIONS: Posts $41.7 Million Net Loss in 2006
--------------------------------------------------------------
Advanstar Communications Inc. incurred a net loss of $41.7 million
for the year ended Dec. 31, 2006, as compared with a net income of
$4 million for the earlier year period.  The company had a smaller
income from operations of discontinued businesses in 2006 valued
at $81,000, as compared with income from operations of
discontinued businesses of $38.5 million in 2005.

Revenue for the year ended Dec. 31, 2006, was $323.7 million, as
compared with revenue for the year ended Dec. 31, 2005, of
$288.9 million.  Life Sciences revenue of $155.7 million in 2006
increased from $146.9 million in 2005.  Fashion and licensing
revenue of $110.6 million in 2006 increased from $90 million in
2005.  Powersports revenue of $44.7 million in 2006 increased from
$39.5 million in 2005.  Revenue from the company's other
operations in 2006 was $12.7 million, as compared with
$12.5 million reported in 2005.

The company's balance sheet as of Dec. 31, 2006, reflected total
assets of $740 million and total liabilities of $636.7 million,
resulting to total stockholders' equity of $103.3 million.  The
company's December 31 balance sheet also showed strained liquidity
with total current assets of $71.6 million available to pay total
current liabilities of $132.8 million.  Its accumulated deficit in
2006 stood at $325.9 million, as compared with an accumulated
deficit in 2005 of $284.2 million.

Cash and cash equivalents as of Dec. 31, 2006, were $36.9 million,
down from $46.6 million as of Dec. 31, 2005.  As of Dec. 31, 2006,
it also had $48.4 million in availability under its revolving
Credit Facility.

                        Recent Developments

On March 28, 2007, Advanstar Holdings Corp., the company's
ultimate parent, entered into a definitive merger agreement with
VSS-AHC Consolidated Holdings Corp., as the buyer; VSS-AHC
Acquisition Corp., VSS-AHC Consolidated's wholly owned subsidiary;
and DLJ Merchant Banking III, Inc., as the stockholders'
representative.  Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein, as of the closing of
the merger, VSS-AHC Acquisition will be merged with and Advanstar
Holdings, with Advanstar Holdings being the surviving corporation.

                   Amendment to Credit Facility

On May 24, 2006, the company amended and restated its existing
Credit Facility.  The amended Credit Facility reduced the
revolving loan from $60 million to $50 million, added a
$10 million Term Loan, modified or eliminated certain restrictive
covenants and extended the maturity date from April 2007 to May
2009 for the entire Credit Facility.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d13

                          About Advanstar

Headquartered in New York, Advanstar Communications Inc. --
http://www.advanstar.com/-- provides integrated marketing  
solutions for the Fashion, Life Sciences and Powersports
industries.  Advanstar serves business professionals and consumers
in these industries with its portfolio of 87 events, 58
publications and directories, 125 electronic publications and Web
sites, as well as educational and direct marketing products and
services.  Advanstar has roughly 1,000 employees and currently
operates from multiple offices in North America and Europe.

                           *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service placed the ratings of Advanstar
Communications Inc., under review for possible downgrade.  The
ratings placed under review were the company's First lien senior
secured revolving credit facility, Ba3; Senior secured first lien
term loan, Ba3; 10.75% senior secured second priority notes, B1;
12% senior subordinated global notes, Caa1; Corporate Family
rating, B3; and Probability of Default rating, B3.  The ratings
review follows the report that Advanstar has entered into a
definitive agreement to be acquired by an investor group led by
Veronis Suhler Stevenson in a transaction valued at around
$1.1 billion.  


ALCATEL-LUCENT: Fitch Withdraws BB Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Paris-based telecom equipment vendor
Alcatel-Lucent's ratings at Issuer Default 'BB' with a Stable
Outlook, senior unsecured 'BB' and Short-term 'F2' and
simultaneously withdrawn them.

Fitch will no longer provide ratings or analytical coverage on the
company.


ALERIS INTERNATIONAL: Has $4.7 Bil. Revenues in Yr. Ended Dec. 31
-----------------------------------------------------------------
Aleris International Inc.'s revenues for the year ended Dec. 31,
2006, increased $2.3 billion to $4.7 billion, as compared with
revenues of $2.4 billion for the year ended Dec. 31, 2005.  The
acquired operations of Corus Aluminum, ALSCO, Tomra Latasa,
Alumitech and the acquired assets of Ormet accounted for an
estimated $1.6 billion of this increase.  The company recorded a
net income of $70.3 million for the year ended Dec. 31, 2006,
resulting from a net loss of $3.4 million for the period after the
Texas Pacific Group Merger from Dec. 20, 2006, through Dec. 31,
2006, and a net income for the period prior to the Merger from
Jan. 1, 2006, through Dec. 19, 2006.

Consolidated selling, general and administrative expenses
increased $76.3 million in the year ended Dec. 31, 2006, as
compared with the year ended Dec. 31, 2005.  In 2006, the company
recorded restructuring and other charges of $41.9 million and a
$9.8 million gain from currency option contracts used to hedge a
portion of the purchase price paid to acquire Corus Aluminum.  It
also recorded net realized and unrealized gains of $20.8 million
on its aluminum derivative financial instruments as a result of
the rising price of primary aluminum during the year.  Interest
expense increased in 2006 compared to 2005 due to increased debt
levels in connection with the Acquisition and the acquisition of
Corus Aluminum.  The company's average debt outstanding increased
from $421.1 million in 2005 to $1 billion in 2006.  In connection
with the acquisition of Corus Aluminum, the company refinanced
substantially all of its debt as of Aug. 1, 2006. During 2006, the
company sold the land and buildings at its Carson, California
rolling mill and recorded a gain of $13.8 million on the sale.  
Income tax expense was $43.6 million in 2006, as compared with
$400,000 in 2005.

            Results for the period Dec. 20 to 31, 2006

The company generated revenues of $111.8 million and gross profit
of $2.9 million in the period from Dec. 20, 2006 to Dec. 31, 2006.
Gross profit was negatively impacted by purchase accounting rules
that required acquired inventories to be adjusted to fair value.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $4.8 billion and total liabilities of $4 billion,
resulting to total stockholders' equity of $845.4 million.  The
company recorded retained deficit of $3.4 million in 2006, as
compared with retained earnings of $95.9 million in 2005.  Cash
and cash equivalents held in 2006 were $126.1 million, as compared
with $6.8 million in 2005.

                     December 2006 Refinancing

On Dec. 19, 2006, in conjunction with the Acquisition, the company
entered into the $750 million Revolving Credit Facility, the
$1.2 billion Term Loan Facility, as amended on March 16, 2007, and
issued $600 million of Senior Notes and $400 million of Senior
Subordinated Notes.

                   Events and Highlights in 2006

On July 14, 2006, Texas Pacific Group formed Holdings and Merger
Sub for purposes of acquiring the company.  On Aug. 7, 2006, the
company entered into an Agreement and Plan of Merger with
Holdings, pursuant to which each share of the company's common
stock would be converted into the right to receive $52.50 in cash.  
The Acquisition was completed on Dec. 19, 2006, at which time TPG
and certain members of the company's management made a cash
contribution of $844.9 million and a non-cash contribution of
$3.9 million to Holdings in exchange for 8,520,000 shares of
common stock of Holdings.  The non-cash contribution consisted of
shares of common stock held by management.  Holdings contributed
this amount to Merger Sub in exchange for Merger Sub issuing 900
shares of its common stock to Holdings.

The company incurred significant debts in connection with the
Acquisition and are highly leveraged.  While substantially all of
the company's debt matures in 2011 or later, it will incur and pay
significantly more interest expense under its new capital
structure than in 2006.  The company estimated interest payments
will be about $178.1 million in the year ending Dec. 31, 2007.

The Acquisition has also required that all of the company's assets
and liabilities be adjusted to fair value through purchase
accounting.  These adjustments have impacted and will continue to
impact the company's goodwill.  Also, the company recorded
preliminary purchase accounting adjustments to write-up its
inventories by $61.3 million.

LME zinc prices had been at or near record levels throughout 2006
but as of Feb. 28, 2007, these prices had dropped by 21%, as
compared with Dec. 31, 2006.  This has negatively impacted the
company's zinc business through the first two months of 2007.

The North American housing industry has declined significantly in
2006 and in the beginning of 2007.  Single-family home
construction has decreased more than 10% year over year resulting
in slower demand for building and construction end-uses in North
America.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d07

                   About Aleris International

Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled  
aluminum products and offers aluminum recycling and the production
of specification alloys.  The company also manufactures value-
added zinc products that include zinc oxide, zinc dust and zinc
metal.  The company operates production facilities in North
America, Europe, South America and Asia.

                           *    *    *

Standard & Poor's rated Aleris International Inc.'s senior secured
first-lien term loan carries at 'B+' loan and gave the company a
'2' recovery rating after the report that the company increased
the term loan by $125 million.  With the add-on, the total amount
of the facility is now $1.23 billion.


ALLIED HOLDINGS: Enterprise Value Estimated at $350-$425 Million
----------------------------------------------------------------
Allied Holdings, Inc. and its debtor-affiliates have directed
their financial advisor, Miller Buckfire & Co., LLC, to undertake
a valuation analysis to estimate a post-confirmation going concern
value for the reorganized Debtors.

Miller Buckfire estimates the total enterprise value of the
reorganized AHI to be between approximately $350,000,000 to
$425,000,000, with a value of $388,000,000 as the midpoint as an
assumed Effective Date of May 31, 2007.

The range of equity values for reorganized AHI will be
approximately $146,000,000 to $221,000,000 based upon the total
enterprise value of its business and:

     * an assumed total debt of approximately $206,000,000, and
     * unrestricted cash on hand of $2,000,000.

The proportion of the equity value available to stakeholders will
depend on a variety of factors including, but not limited to:

    -- capital contributions anticipated by the financial
       projections for the acquisition of used rigs; and

    -- whether certain tort liabilities will be settled for
       post-reorganized equity.

The values are based upon information to, and analyses undertaken
by, Miller Buckfire as of March 29, 2007.  The reorganization
equity value reflects, among other factors, current financial
market conditions and the inherent uncertainty as to the
achievement of the financial projections.

According to Miller Buckfire, the valuation reflects a number of
assumptions, including:

     * a successful reorganization of the Debtors' finances in a
       timely manner;

     * the achievement of the forecasts reflected in the
       financial projections;

     * the availability of certain tax attributes,

     * market conditions; and

     * the Plan becoming effective in accordance with its terms.

The estimates of value represent hypothetical total enterprise
values of Reorganized AHI as the continuing operator of its
business and assets.  They do not purport to reflect or
constitute appraisals, liquidation values or estimates of the
actual market value that may be realized through the sale of any
securities to be issued pursuant to the Plan.

In preparing the Valuation Analysis, Miller Buckfire:

   (a) reviewed certain historical financial information of the
       Debtors;

   (b) reviewed certain financial and operating data of the
       Debtors, including projections developed by management
       relating to its business and prospects;

   (c) met with certain members of senior management of the
       Debtors to discuss operations and future prospects;

   (d) reviewed financial projections as prepared by the Debtors;

   (e) reviewed publicly available financial data and considered
       the market values of public companies deemed generally
       comparable to the Debtors' operating business;

   (f) considered certain economic and industry information
       relevant to the operating business; and

   (g) conducted other analyses as Miller Buckfire deemed
       appropriate.

Although Miller Buckfire conducted a review and analysis of the
Debtors' businesses, operating assets and liabilities and
business plans, it relied on the accuracy and completeness of
all:

   (i) financial and other information furnished to it by the
       Debtors and by other firms retained by the Debtors; and

  (ii) publicly available information.

                     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)


ALLIED HOLDING: Plan Confirmation Hearing Scheduled on May 9
------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia has scheduled a hearing at 9:30 a.m.,
May 9, 2007, prevailing Eastern Standard Time, to consider issues
related to the confirmation of Allied Holdings, Inc. and its
debtor-affiliates' Plan of Reorganization.

Objections to the Plan must be filed by 4:00 p.m. E.S.T.,
May 1, 2007.

The Court also established May 7, 2007 as the last date for a non-
Debtor party to an executory contract to serve an objection to the
cure amount listed on the Plan's Contract/Lease Schedule.

Jeffrey W. Kelley, Esq., at Toutman Sanders LLP, in Atlanta,
Georgia, relates that the proposed schedule provides the parties
ample notice of the Confirmation Hearing.  He adds that a May 9
confirmation hearing date adequately balances the interests of
all stakeholders.

Mr. Kelley points out that the administrative costs of the
Chapter 11 cases average $1,000,000 per month, so any delay will
unnecessarily burden the Debtors' estates.  In addition, he
notes, because the General Electric Capital Corp.-arranged DIP
financing terminates on June 30, 2007, it is essential that the
Plan Proponents have sufficient time to consummate the various
transactions contemplated under the Plan and satisfy the myriad
conditions to the Effective Date before the end of June.

In anticipation of the likely objection from the Ad Hoc Committee
of Equity Security Holders, the Plan Proponents note that:

   (a) the Chapter 11 cases have been pending for over a year and
       a half and all parties-in-interest have had sufficient
       time and notice of the need to exit bankruptcy with a
       viable plan based upon a fair and workable union contract;

   (b) during the Chapter 11 cases, the Ad Hoc Equity Committee
       has offered no feasible alternative to the Plan; and

   (c) the Plan Proponents have provided ample opportunity to the
       Ad Hoc Equity Committee to propound expedited discovery
       and prepare for the Confirmation Hearing.

Mr. Kelley cites that, on March 4, 2007, the Plan Proponents made
an offer to counsel to the Ad Hoc Equity Committee:

     "As you know, Yucaipa, the Debtors and the TNATINC filed
      their disclosure statement and joint plan on Friday.  It is
      in everyone's interest to find out if the plan is
      confirmable as soon as possible.  You have indicated that
      your clients intend to dispute the adequacy of the
      disclosure statement and confirmation of the plan.

       1. Please send me any discovery requests you have ASAP.  
          We will respond to any reasonable requests promptly on
          a rolling basis, and not utilize the full time allotted
          under the Bankruptcy Rules of Procedure to begin
          producing responses.

       2. Let's hold a call regarding discovery and scheduling on
          Tuesday.  Please let me know what times work for you.
          In advance of that call, it would be helpful to get a
          list of your proposed written discovery and list of
          deponents."

"The Ad Hoc Equity Committee did not agree to the foregoing and
never provided times to schedule the requested call," Mr. Kelley
relates.  Instead, the Ad Hoc Equity Committee merely responded,
"[t]he Ad Hoc Committee will not waive or modify any of its
rights under the Bankruptcy Code or the Federal Rules."

In addition to this blanket reservation of rights, the Ad Hoc
Equity Committee requested that Yucaipa provide "a list
identifying any Yucaipa representative who had any communication
with the International Brotherhood of Teamsters relating to
Allied or the Debtors' Chapter 11 cases."  Yucaipa provided the
requested list the following day.

In addition, the Debtors have provided the Ad Hoc Equity
Committee with their five-year business plan, as well as
continued access to their management team.

                     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. 44 and 46; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


AMCAST INDUSTRIAL: Court Confirms Second Amended Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
confirmed Tuesday Amcast Industrial Corporation and its debtor-
affiliate, Amcast Automotive of Indiana, Inc.'s Second Amended
Joint Plan of Reorganization.

Under the 2nd Amended Plan, Administrative Claims, Priority Tax
Claims, and Priority Claims will be paid in full.

The Debtors disclose that the secured claims of the Revolving
Lenders and Term Loan A Lenders have been paid in full.

In full satisfaction of their claims, Term Loan B Lenders, in
accordance with the Credit Agreement, will receive an initial
$7 million distribution from cash on hand on the effective date
plus net proceeds from the sale or collection of all Plan Assets.
The Debtors say that the claims of Term Loan B Lenders were
allowed in the amount of $52,907,107.

General Unsecured Creditors will receive a pro rate share of the
$2 million from cash on hand, provided that this amount will be
reduced to $1.5 million if the Debtors, the Lenders and the
Official Committee of Unsecured Creditors are unsuccessful in
objecting to GM's Re-Pricing Claim.

Holders of Other Secured Claims, at the election of the Debtors,
will receive either:

    * the proceeds of the sale of the holder's Collateral, or
    * the return of the collateral.

On the effective date, all Intercompany Claims will be
subordinated to all other Classes of Claims and will be cancelled
and extinguished.  Holders of Intercompany Claims will not receive
anything under the Plan.

Holders of Equity Interests will also not receive anything under
the Plan.

                        GM's Claims

The Debtors relates that GM's Re-Pricing Claim, to the extent
allowed and not subordinated, will be repaid in the same
percentage as General Unsecured Claims unless GM's Re-Pricing
Claim, if any, is determined to be of a higher or lower priority.
In this case GM's Re-Pricing Claim will be repaid in the same
percentage as similar level Claimants from these sources in this
order:

    (i) as an offset to Pre-Petition accounts receivable owed to
        the Estates from GM, estimated to be approximately
        $4,3 million,

   (ii) as an offset against Post-Petition accounts receivable
        owed to the Estates from GM, estimated to be approximately
        $2 million,

  (iii) as an offset against tooling accounts receivable owed to
        the Estates from GM, estimated to be approximately
        $3 million,

   (iv) as an offset against the estates' Third Party Litigation
        Claims against GM (current value unknown), and

    (v) to the extent GM's Allowed Re-Pricing Claim exceeds all of
        the foregoing, from Cash on Hand.

GM's Unsecured Claim will receive the same percentage as the
distribution to General Unsecured Creditors.

A full-text copy of the Debtors' Second Amended Chapter 11 Plan is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070412043218

                      About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for their second chapter 11 petitions on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322).  David H. Kleiman,
Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman,
P.C., represent the Debtors in their restructuring efforts.  Henry
A. Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAN ACHIEVEMENT: Posts $683,000 Net Loss in Qtr Ended Feb. 24
------------------------------------------------------------------
American Achievement Corp. reported a net loss of $683,000 on net
sales of $57.7 million for the second quarter ended Feb. 24, 2007.
This compares with net income of $191,000 on net sales of
$59.2 million for the same period ended Feb. 25, 2006.

The decrease in net sales is primarily due to a decrease in net
sales of class rings, partly offset by an increase in affinity
jewelry sales at retail stores and through e-commerce channels.

Overall, gross profit decreased $1.4 million. The decline in gross
profit mainly consisted of a decline directly related to the
revenue shortfall during the quarter.  In addition, the decline
was related to product mix changes in class rings and personalized
fashion jewelry, partially offset by an increase related to
product mix change in graduation products.

Selling, general and administrative expenses increased $300,000
million, or 0.9%, to $31.7 million for the quarter ended
Feb. 24, 2007, from $31.4 million for same period ended
Feb. 25, 2006.  

Operating income was $4.3 million, or 7.4% of net sales, for the
quarter Feb. 24, 2007, as compared with operating income of
$6.1 million, or 10.3% of net sales, for the quarter ended
Feb. 25, 2006.  

Net interest expense was $5.4 million for the current quarter and
$5.8 million for the same period last year.  The average debt
outstanding for the current quarter was $255 million compared to
average debt outstanding of $287 million for the prior period
quarter.

For the quarters ended Feb. 24, 2007, and Feb. 25, 2006, the
company recorded an income tax benefit and provision of $447,000  
and $122,000, respectively.

As of Feb. 24, 2007, the company had total debt outstanding of
$249.9 million, compared to total debt outstanding of
$271.7 million at Feb. 25, 2006.
       
At Feb. 24, 2007, the company's balance sheet showed
$512.3 million in total assets, $385.3 million in total
liabilities, and $127 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 24, 2007, are available for
free at http://researcharchives.com/t/s?1d06

               About American Achievement

Austin, Texas-based American Achievement Corporation
-- http://www.cbi-rings.com/-- is an indirect wholly owned    
operating subsidiary of AAC Group Holding Corp.  American
Achievement provides products associated with graduation and
important event commemoration, including class rings, yearbooks,
graduation products, achievement publications and affinity jewelry
through in-school and retail distribution.  American Achievement's  
brands include: Balfour and ArtCarved, providers of class rings
and graduation products; Educational Communications Inc.,
publisher of Who's Who Among American High School Students(R);
Keepsake Fine Jewelry; and Taylor Publishing, publisher of
yearbooks.  AAC has 1,840 employees and is majority-owned by
Fenway Partners Capital Fund II, L.P.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service revised its probability-of-default
rating on American Achievement Corporation's $150 million senior
subordinated notes due 2012 from B2 to B1.  Moody's also assigned
an LGD3 rating on said notes.


AMERICAST TECHNOLOGIES: S&P Junks Rating on Senior Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on AmeriCast
Technologies Inc.'s senior unsecured notes to 'CCC+' from 'B-'.  
At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications where it was placed on
April 3, 2007.
     
In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on AmeriCast.  The outlook is stable.
      
"The downgrade resulted from AmeriCast's financing its acquisition
of Atlas Castings and Technology with senior secured debt, which
further disadvantages the senior unsecured notes," said Standard &
Poor's credit analyst Clarence Smith.
     
The ratings on Atchison, Kansas-based AmeriCast reflect both a
highly leveraged financial profile due to the leveraged
acquisition and the company's market position in the fragmented
and highly cyclical U.S. foundry industry.
     
S&P expect the company to continue generating good operating
margins while its end markets remain favorable.  S&P could raise
the ratings or revise the outlook to positive if AmeriCast
improves its cash-generating abilities.  On the other hand, either
a downturn in the industrial market or increased financial
leverage could result in consideration for a negative outlook or a
lower rating.


ASARCO LLC: Panel & Future Claims Rep. Can Retain Asbestos Experts
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas authorized the Official Committee
of Unsecured Creditors for the Asbestos Subsidiaries of ASARCO LLC
and the Future Claims Representative in ASARCO LLC's bankruptcy
case, to enter into agreements with certain professionals to serve
as confidential consulting and testifying experts in connection
with the ongoing derivative asbestos claims litigation.

The Experts, however, will remain confidential and undisclosed
throughout the litigation until the time the Asbestos Committee
and the FCR present the Experts' opinions at trial, Jacob L.
Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, told the Court.

The Experts, according to Mr. Newton, will assist in the
development and analysis of the asbestos claims, and testify at
the estimation hearing to facilitate the orderly, unified
presentation and expert analysis of the many aspects of evidence
supporting the Alter Ego Claims.

The Asbestos Committee and the FCR asked the Court to rule that
all fees, costs and expenses payable to the Experts be taken from:

   (a) the existing Wells Fargo Escrow Account; or

   (b) the Escrow Account created pursuant to the Settlement
       Agreement and Release among the Asbestos Committee, the
       FCR, ASARCO and certain London market insurers.

Judge Schmidt also authorized ASARCO LLC and its Creditors
Committee to retain asbestos experts without further Court order
and pay their asbestos experts up to $5,000.

Stutzman, Bromberg, Esserman & Plifka, APC, counsel for the
Asbestos Committee, will include in its monthly fee statement a
line-item entry for payment of the Experts' fees and expenses,
the Asbestos Committee and the FCR state.  Upon receipt of its
monthly escrow distribution, Stutzman Bromberg will promptly pay
the Experts' fees and expenses.

The Asbestos Committee and the FCR proposed that the Experts not
be required to file interim or final fee applications and their
fees and expenses will also not be subject to a 20% holdback.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 41 and 43; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ASARCO LLC: Wants To Hire Fennemore Craig as Special Counsel
------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Fennemore Craig, P.C. as its special counsel, nunc pro tunc to
January 1, 2007.

Fennemore Craig will continue to provide legal services to ASARCO
on matters concerning real estate, employment, regulatory,
legislative, general corporate, water and environmental law and
other related areas of the law.

ASARCO will pay the Firm for its services based on the firm's
customary hourly rates:

         Professional             Hourly Rate
         ------------             -----------
         Shareholder              $310 - $550
         Counsel                  $275 - $500
         Associates               $210 - $300
         Paralegals               $125 - $175

ASARCO anticipates that Fennemore's monthly fees in the future
will exceed the $20,000 monthly rolling average for ordinary
course professionals.

ASARCO will also reimburse Fennemore for any necessary out-of-
pocket expenses the firm incurs.

Cathy L. Reece, Esq., a shareholder and director at Fennemore,
assures the Court that her firm does not represent any interest
adverse to ASARCO and its estate and is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

Ms. Reece discloses that as of the Petition Date, Fennemore holds
a $104,232 prepetition retainer.  Pursuant to the OCP Order,
Fennemore applied the prepetition retainer to their outstanding
prepetition fees and expenses, aggregating $40,597.  Fennemore
continues to hold the remaining $63,634 of the retainer.  Ms.
Reece says Fennemore will apply the remaining retainer to the
firm's approved fees and expenses for January and February 2007.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--    
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

(ASARCO Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BALLY TOTAL: Obtains Forbearance Agreement from Lenders
-------------------------------------------------------
Bally Total Fitness has obtained a forbearance agreement from the
lenders under its $284 million senior secured credit facility.

Under the agreement, the lenders have agreed, among other things,
to forbear from exercising any remedies under their credit
agreement as a result of defaults due to the company's inability
to provide audited financial statements for the fiscal year ended
Dec. 31, 2006 and certain other financial information to the
lenders.  The lenders have also agreed not to exercise cross-
default remedies as a result of defaults under the Company's
public indentures due to the company's previously disclosed
inability to timely file its 2006 Annual Report on Form 10-K with
the Securities and Exchange Commission and the company's non-
payment of interest on its 9-7/8% Senior Subordinated
Notes due 2007 discussed below.

The forbearance period expires on July 13, 2007, but could expire
earlier if enforcement action is taken by any holder of the
company's 10-1/2% Senior Notes due 2011 or Senior Subordinated
Notes, or if the company pays any principal or interest on the
Senior Subordinated Notes.

                  Can't Make Interest Payment

Among other considerations, including this provision of the
forbearance agreement, the scheduled interest payment of
approximately $15 million due on the Senior Subordinated Notes on
April 16, 2007 will not be paid.  The forbearance agreement also
requires that the Company enter into forbearance agreements with
respect to defaults under its public indentures with holders of at
least a majority of the Senior Notes and at least 75% of the
Senior Subordinated Notes by no later than May 14, 2007.

                     Continued Discussions

Bally also said that it is in continued discussions regarding
waiver and forbearance arrangements with holders of its Senior
Notes and Senior Subordinated Notes.  The company has been advised
that certain holders of both series of notes have formed an Ad Hoc
Committee and retained Houlihan Lokey Howard & Zukin Capital Inc.
as financial advisor and Akin Gump Strauss Hauer & Feld LLP as
counsel.

The Company and its advisors have met with the advisors to the Ad
Hoc Committee and with certain noteholders that have executed
confidentiality agreements, and are discussing the terms of waiver
and forbearance arrangements.  The failure to make the scheduled
interest payment on the Senior Subordinated Notes will be a
default under the indenture governing those notes and a cross-
default under the indenture governing the Senior Notes. The
company is in the process of requesting that holders of the Senior
Subordinated Notes and Senior Notes waive the indenture financial
reporting covenant defaults discussed above and forbear from
exercising any remedies with respect to the interest payment
default until July 13, 2007.  The company does not intend to pay a
fee to the noteholders in connection with these waiver and
forbearance arrangements.  The $300 million of outstanding Senior
Subordinated Notes mature in October 2007.

                           Liquidity

As of April 11, 2007, the company's liquidity was approximately
$54 million.  The company continues to believe that it has
sufficient liquidity to continue operating its business through
the end of 2007 and into 2008, excluding the potential impact of
the maturity of the Senior Subordinated Notes.

                         Form 10-K Filing

The company is continuing to work diligently to complete its
financial statements for 2006 and file its Annual Report on Form
10-K report for the year ended Dec. 31, 2006.

Don R. Kornstein, Bally's interim Chairman, said, "We greatly
appreciate the support of our senior lenders, since obtaining
their forbearance is an important first step in our effort to seek
a consensual restructuring and deleveraging of Bally's balance
sheet.  We look forward to continuing the discussions with our
noteholders, as well as completing our 2006 financial statements."

                   About Bally Total Fitness

Bally Total Fitness (NYSE: BFT) -- http://www.ballyfitness.com/--
is among the largest commercial operators of fitness centers in
the U.S., with nearly 390 facilities located in 29 states, Mexico,
Canada, Korea, China and the Caribbean under the Bally Total
Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R)
brands.  Bally offers a unique platform for distribution of a wide
range of products and services targeted to active, fitness-
conscious adult consumers.


BE AEROSPACE: S&P Removes Positive Watch and Upgrades Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on aerospace
supplier BE Aerospace Inc., including the corporate credit rating
to 'BBB-' from 'BB'.  The ratings are removed from CreditWatch,
where they were placed with positive implications on March 19,
2007.  The outlook is stable.
     
The upgrade follows a successful offering of 12.075 million shares
(including overallotments) of BE Aerospace's common stock.  "The
offering raised about $370 million in net proceeds, which has
materially strengthened the company's capital structure and other
credit protection measures," said Standard & Poor's credit analyst
Roman Szuper.  "The upgrade is also supported by generally
favorable industry conditions and a continued trend of higher
revenues, earnings, and margin expansion."
     
Most of the proceeds will be used to repay the $250 million 8.875%
subordinated notes due 2011.  The notes will be redeemed on May 1,
2007, pursuant to a notice under the terms of the indenture.  On a
pro forma basis at Dec. 31, 2006, debt to capital would improve to
about 20% from 45%, debt to EBITDA to 1.8x from 3.1x, and funds
from operations to debt to around 45% from 25%, with further
strengthening likely in 2007.
     
The ratings on Wellington, Florida-based BE Aerospace reflect
risks associated with the cyclical global airline industry, the
firm's primary customer base, which accounts for 80%-85% of sales,
and potential for additional acquisitions.  This is offset by the
company's position as the largest manufacturer of aircraft cabin
interior products and strong for the rating financial profile.  
The ratings also incorporate expectations that BE Aerospace will
continue to pursue a moderate financial policy and balanced
capital allocation to maintain solid credit protection measures.
     
A favorable market environment, BE Aerospace's improved operating
performance and financial profile, and expected moderate financial
policy should support growth initiatives, including acquisitions,
to maintain credit quality appropriate for the rating.  An outlook
revision to positive or negative is not likely, at least in the
near term, following this upgrade.


BELDEN & BLAKE: Earns $52.2 Million in Year Ended December 31
-------------------------------------------------------------
Belden & Blake Corporation recorded net income, of $52.2 million
for the year ended Dec. 31, 2006, an increase from net income of
$17.2 million for the year ended Dec. 31, 2005.

Net operating revenues increased to $158.4 million in 2006 from
$154.3 million in 2005.  The increase was due to higher oil sales
revenues of $6.8 million, partially offset by lower gas sales
revenues of $1.7 million and lower gas gathering and marketing
revenues of $1.7 million.

Production expense decreased slightly from $23.2 million in 2005
to $23.1 million in 2006.  Production taxes decreased $684,000
from $3.7 million in 2005 to $3 million in 2006, primarily due to
lower gas prices in Michigan, where production taxes are based on
a percentage of revenues, excluding the effects of hedging.  
Gathering and marketing expense decreased $1.7 million from
$11.1 million in 2005 to $9.4 million in 2006 primarily due to
lower gas marketing costs as a result of lower gas prices in 2006.  
Exploration expense decreased $1.9 million from $3.7 million in
2005 to $1.8 million in 2006.  General and administrative expense
increased $3.9 million from 2005 to 2006 primarily due to Council
of Petroleum Accountants Societies overhead fees paid to EnerVest
Management Partners Ltd.  Depreciation, depletion and amortization
increased by $2.9 million from $35.6 million in 2005 to $38.5
million in 2006.  Transaction expenses of $7.5 million related to
the Transaction were recorded in the Predecessor I Company period
ended Aug. 15, 2005.  Interest expense decreased $382,000 from
$23.3 million in 2005 to $22.9 million in 2006.  Income tax
expense increased from $8.9 million in 2005 to $34.2 million in
2006.

                     Cash Flows and Sources of Cash

The company expects that its primary sources of cash in 2007 will
be from funds generated from operations, from borrowings under the
Senior Facilities and from the sale of non-strategic assets.  It
believes that its cash flow from operations, available cash and
available borrowings under its Senior Facilities, will be adequate
to meet future liquidity needs for the foreseeable future.  At
Feb. 28, 2007, it had about $12.6 million available under its
revolving facility.  

The primary sources of cash in the year ended Dec. 31, 2006, were
funds generated from operations and from borrowings under its
credit facilities.  During 2006, working capital increased
$27.4 million from a deficit of $39 million at Dec. 31, 2005, to
a deficit of $11.7 million at Dec. 31, 2006.  The increase was
primarily due to a decrease in the current liability for fair
value of derivatives of $37.6 million and a decrease in accrued
expenses of $6.9 million.  This was offset by a decrease in the
deferred income tax asset of $13.1 million and a decrease in
accounts receivable of $5.4 million.  The company has about
$159.5 million of Senior Secured Notes due 2012 outstanding as of
Dec. 31, 2006.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $777 million and total liabilities of $633.3 million,
resulting to total stockholders' equity of $143.7 million.  

The company's December balance sheet also showed strained
liquidity with $40.2 million in total current assets available to
pay  $51.8 million in total current liabilities.

A full text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d14

                       About Belden & Blake

Belden & Blake Corporation -- http://www.beldenblake.com/--  
develops, produces, operates and acquires oil and natural gas
properties in the Appalachian and Michigan Basins, a region that
includes Ohio, Pennsylvania, New York and Michigan.  The company
is a subsidiary of Capital C, an affiliate of EnerVest Management
Partners Ltd.  All of the company's equity securities at March 5,
2007, were held by Capital C.

                           *     *     *

Belden & Blake Corp. 8.75% Senior Secured Guaranteed Global Notes
die 2012 carry Moody's Caa1 rating.  It also carries Moody's Caa1
corporate family rating.


BI-LO LLC: Company Sale Cues S&P's Developing CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B' corporate credit
rating on BI-LO LLC on CreditWatch with developing implications.
This action follows Lone Star Fund's announcement on April 10,
2007, that it is seeking a buyer for BI-LO.
     
"At this point in time," said Standard & Poor's credit analyst
Stella Kapur, "the buyer, financing terms, and the pro forma
capital structure is unknown.  S&P will resolve the CreditWatch
listing once adequate information becomes available."
     
Merrill Lynch & Co. has been retained as the lead financial
advisor, and William Blair & Co LLC as the co-advisor in assisting
in the strategic evaluation process.  Lone Star Funds and BI-LO do
not intend to disclose developments with respect to the possible
sale of the company unless and until its board of directors has
approved a specific transaction.  Standard & Poor's will monitor
developments on a potential sale.
     
BI-LO, a portfolio company of Lone Star U.S. Acquisitions LLC,
operates approximately 230 supermarkets under the BI-LO banner in
four southeastern states.


BIG WEST: Limited Asset Diversity Cues S&P's B+ Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to refining company Big West Oil LLC.  The outlook
is positive.
     
At the same time, Standard & Poor's assigned ratings to Big West's
proposed $400 million term loan B.  The loan is rated 'BB-' with a
recovery rating of '1', indicating our expectations for a full
recovery of principal.
     
Pro forma for the proposed financing, Big West is expected to have
approximately $450 million of debt outstanding when the term loan
is fully drawn.
      
"The ratings reflect Big West's limited asset diversity, exposure
to volatile refining margins, and elevated debt leverage in the
near term," said Standard & Poor's credit analyst Paul Harvey.  
"These concerns are only partially mitigated by Big West's
favorable niche markets, and near-term potential for much improved
margins and debt leverage following the start of a mild
hydrocracker at its Bakersfield refinery."
     
Big West will use the $400 million term loan to help fund the
upgrade of the Bakersfield refinery, which includes the
installation of a fluid catalytic cracking unit and alkylation
unit, allowing Big West to achieve higher yields per barrel and
improve margins. Completion of the Bakersfield upgrade is
expected in early 2009.
     
Big West's business risk profile is vulnerable.  The company is a
wholly owned subsidiary of Flying J Inc., one of the largest
distributors of diesel fuel in North America.  Flying J uses Big
West's production to support its fuel business through its
significant distribution network.  However, there is no formal
marketing agreement between the two companies and Flying J does
not guarantee the debt at Big West, limiting the benefits of
Flying J's ownership to credit quality.
     
Big West has two refineries for a total throughout capacity of
101,000 barrels per day.  The two facilities provide some asset
diversity but leave Big West with significant exposure to an
outage at either refinery.


BRANFORD PARTNERS: Files Plan & Disclosure Statement in California
------------------------------------------------------------------
Branford Partners LLC filed with the U.S. Bankruptcy Court for the
Central District of California a Chapter 11 Plan of Reorganization
and a Disclosure Statement explaining that Plan.

                      Overview of the Plan

The Plan provides for the sale of the Debtor's real property
and related assets under the assets purchase agreement.  The
allocation and distribution of the proceeds of the sale among
the holders of allowed claims will be made according to the
Plan.

The Court gave the Debtor authority sell its real property at a
proposed purchase price of $18.5 million.  The property is
approximately 33 acres located in Sun Valley, Los Angeles City.

                       Treatment of Claims

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

General Unsecured Creditors will be paid in a pro rata basis.

Holder of Membership Interests will receive distribution after
General Unsecured Creditors are paid in full.

Equity Interest holder will not receive any distribution under the
Plan.

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

http://www.researcharchives.com/bin/download?id=070412042941

A full-text copy of Branford Partners's Chapter 11 Plan of
Reorganization is available for a fee at:

http://www.researcharchives.com/bin/download?id=070412042738

                About Branford Partners

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of San Fernando Valley in the
city of Los Angeles.  The company filed for chapter 11 protection
on Dec. 26, 2006 (Bankr. C.D. Calif. Case No. 06-12551).  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.  
The Debtor's exclusive period to file a chapter 11 plan expires on
Apr. 25, 2007.


BRANFORD PARTNERS: Court Approves SulmeyerKupetz as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Branford Partners LLC permission to employ SulmeyerKupetz as
its counsel.

As reported in the Troubled Company Reporter on Jan. 10, 2007,
the Debtor told the Court that firm has represented it with
respect to restructuring, bankruptcy and insolvency matters
prior to its bankruptcy filing.

SulmeyerKupetz is expected to:

    a. continue its representation of the Debtor;

    b. examine claims of creditors to determine their validity;

    c. give advice and counsel to the Debtor in connection with
       legal issues, including the use, sale or lease of property
       of the estate, request s for security interests, relief
       from the automatic stay, special treatment, payment of
       prepetition obligations, among others;

    d. negotiate with creditors holding secured and unsecured
       claims;

    e. prepare and present a plan of reorganization and disclosure
       statement; and

    f. object to claims as may be appropriate.

The Debtor disclosed that the SulmeyerKupetz's professionals bill:

       Designation                      Hourly Rate
       -----------                      -----------
       Members & Senior Counsel         $375 - $600
       Of Counsel                       $375 - $500
       Associates                       $250 - $400

David S. Kupetz, Esq., a member at SulmeyerKupetz, assured the
Court that the firm does not represent any interest adverse to the
Debtor or its estate.

Based in Manhattan Beach, Calif., Branford Partners LLC pdba
Sunquest Development II LLC owns approximately 33 acres of real
property in the Sun Valley section of San Fernando Valley in the
city of Los Angeles.  The company filed for chapter 11 protection
on Dec. 26, 2006 (Bankr. C.D. Calif. Case No. 06-12551).  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.  
The Debtor's exclusive period to file a chapter 11 plan expires on
Apr. 25, 2007.


CANNERY CASINO: Moody's Junks Rating on $115 million Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Cannery Casino Resorts, LLC, the associated loss given default
rating of LGD4, 50%, and probability of default rating at B2.  The
rating outlook is stable.  Moody's also assigned ratings to first
lien bank facilities of B2 and the second lien term loan of Caa1,
subject to final documentation.

The Facilities will be used to refinance existing debt and provide
funds to construct a permanent casino (PA Meadows) in western
Pennsylvania, and redevelop the Nevada Palace casino (to be
renamed East Side Cannery) located on the Boulder Strip in Las
Vegas, Nevada.

The ratings reflect development and ramp-up risk in the emerging
western Pennsylvania market, competition with larger companies in
the Nevada locals market, concerns the organization may be
stretched managing two projects simultaneously and high pro-forma
leverage.  Additional credit concerns include: failure to open the
permanent casino in Pennsylvania within two years of opening the
temporary facility which would jeopardize the company's gaming
license and result in an event of default under the Facilities;
the Rampart casino lease expires in Apr. 2012 and can be
terminated early by the landlord.  However, the termination
payment would have to be used to repay debt.

Key positive rating considerations are diversification of property
revenues, an overall average regulatory risk profile comprised of
Nevada (low risk; about 65% of pro-forma EBITDAM) and Pennsylvania
(high risk; about 35% of pro-forma EBITDAM), the successful
development and operational track record of CCR's management, and
solid liquidity.  Additionally, Moody's expects the company can
earn a reasonable return on its planned capital investments given
the favorable demographic profile and growth prospects in both
western Pennsylvania and on the Boulder Strip.  The assigned CFR
is in line with the methodology implied rating.

The budget for redevelopment of Nevada Palace is $250 million with
completion slated for the second quarter of 2008; the budget for
the construction of PA Meadows is $156 million with an estimated
completion date in early 2009.  Construction of the temporary PA
Meadows casino is on budget and expected to open in May 2007.
Liquidity for these projects is comprised of the following:
unallocated budget contingencies of $11 million for East Side
Cannery, $10 million for PA Meadows, a $15 million construction
reserve funded at closing, $5.0 million excess cash, revolver
availability estimated at $44 million and up to $15 million of
uncommitted FF&E financing capacity.

The Facilities will be secured by a first and second priority
security interests in all the borrower's and any subsidiaries'
present and future assets, including all capital stock of and
equity interests in the borrower and its subsidiaries.  The
Facilities will be jointly and severally guaranteed by all present
and future domestic subsidiaries.  The Facilities contain
customary terms that limit restricted payments, additional debt,
additional liens, transactions with affiliates, among others.

The stable rating outlook reflects the benefit of being the first
racino to open in the Pittsburgh market, and continued residential
and commercial growth along the Boulder Strip in Nevada that will
enable new supply to be absorbed.  Ratings could be downgraded if
there are material construction delays or cost overruns, or if the
developments do not hit projected return levels.  Ratings could be
upgraded once both projects are completed and meet projected
return levels.

Ratings assigned:

Cannery Casino Resorts, LLC

    - Corporate family rating at B2

    - Probability of default rating at B2

    - Loss given default rating at LGD4, 50%

    - $75 million 5-year first lien, guaranteed revolver at B2,
      LGD3, 44%

    - $350 million 6-year first lien, guaranteed term loan at B2,    
      LGD3, 44%

    - $320 million 6-year first lien, guaranteed delayed draw term
      loan at B2, LGD3, 44%

    - $115 million 7-year second lien, guaranteed term loan at
      Caa1, LGD6, 93%

Ratings to be withdrawn:

PA Meadows, LLC

    - Corporate family rating at B3
    - Probability of default rating at B3
    - Loss given default rating at LGD4, 50%
    - $25 million revolver at B2, LGD3, 34%
    - $180 million term loan at B2, LGD3, 34%
    - $70 million second lien term loan at Caa2, LGD5, 84%

Cannery Casino Resorts, LLC is a privately held gaming company
owned by an entity managed by Oaktree Capital Management, LLC
(42%) and Millennium Gaming, Inc. (58%).  Through its wholly owned
subsidiary, PA Meadows, LLC, CCR is constructing a temporary
casino in western Pennsylvania, and also owns and operates three
casinos in Las Vegas, Nevada.  Revenues for the last twelve months
were approximately $223 million.


CANNERY CASINO: High Debt Level Prompts S&P's B+ Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Cannery Casino Resorts LLC.  The rating outlook
is positive.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to Cannery's proposed $745 million first-lien senior
secured credit facility.  The loan was rated 'BB-' with a recovery
rating of '1', indicating the expectation for full recovery of
principal in the event of a payment default.
     
In addition, Standard & Poor's assigned its loan and recovery
ratings to Cannery's proposed $115 million second-lien senior
secured credit facility.  The loan was rated 'B-' with a recovery
rating of '5', reflecting the expectation for negligible (0%-25%)
recovery of principal in the event of a payment default.  
     
Pro forma consolidated debt outstanding is expected to peak at
approximately $840 million.  A portion of the proceeds from the
proposed secured transaction will be used to repay all outstanding
debt at the company's wholly owned, unrestricted subsidiary, PA
Meadows LLC.  Once the transaction has closed and PA Meadows' debt
has been repaid, the ratings on PA Meadows will be withdrawn.
      
"The 'B+' rating on Cannery reflects the highly competitive
dynamics of the Las Vegas locals market, construction risks
associated with the development of both the East Side Cannery
Casino and Hotel and The Meadows Racetrack, and currently high
debt levels for the rating," said Standard & Poor's credit analyst
Guido DeAscanis.  "These factors are tempered by the cash flow
diversification provided by operating multiple gaming properties,
the less volatile cash flows generated by a locals-based strategy,
good liquidity from revolver availability, and an experienced
management team that has a long-term proven track record within
the gaming industry."


CAPCO AMERICA: Fitch Junks Rating on $15.6 Mil. Class B-5 Certs.
----------------------------------------------------------------
Fitch Ratings lowers the Distressed Recovery rating on CAPCO
America Securitization Corp.'s commercial mortgage pass-through
certificates, series 1998-D7:

     - $15.6 million class B-5 to 'CC/DR4' from 'CC/DR3'.

In addition, Fitch affirms the ratings on these classes:

     - $629.3 million class A-1B at 'AAA'
     - Interest-only class PS-1 at 'AAA'
     - $62.3 million class A-2 at 'AAA'
     - $68.5 million class A-3 at 'AAA'
     - $59.2 million class A-4 at 'AAA'
     - $21.8 million class A-5 at 'AAA'
     - $31.1 million class B-1 at 'AA-'
     - $28 million class B-2 at 'BBB+'
     - $15.6 million class B-3 at 'BB+'
     - $24.9 million class B-4 at 'B-'

Fitch does not rate the $1.6 million class B-6 and B-6H
certificates.

The class A-1A class has been paid in full.

Class B-5 remains at 'CC' and the DR rating is being lowered due
to increased loss expectations associated with the two specially
serviced assets.

The rating affirmations are due to defeasance and paydown since
Fitch's last ratings action being moderated by increased loss
expectations on the specially serviced assets and an increase in
Fitch Loans of Concern.  Fitch Loans of Concern include the
Specially Serviced loans and loans with low occupancy, debt
service coverage ratio's (DSCR) and other performance issues.

Fifty-five loans (33.8%) have defeased since issuance, including
two of the top five loans (9.6%).  As of the March 2007
distribution date, the pool has paid down 23.1% to $958 million
from $1.25 billion at issuance.

There are currently two assets (1.8%) in special servicing, both
of which are real estate owned.  The largest specially serviced
asset (1%) is an office property located in Dayton, Ohio. The
property is listed for sale and the special servicer is currently
evaluating purchase offers.  The other specially serviced asset
(0.6%) is an industrial property located in Baltimore, Maryland.
and is currently listed for sale.  Based on recent appraised
values, losses are expected on both assets.

The fourth largest asset in the pool (4.5%) is a retail mall
located in Charlotte, North Carolina, and is considered a Fitch
Loan of Concern.  Although the loan is current, a non-collateral
anchor tenant vacated at the end of 2006.  Fitch will continue to
monitor the performance of this asset.


CENTEX HOME: Fitch Lowers Rating on 2001-B Class B Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed 104 classes, upgraded 7 classes,
downgraded 1 class and placed 1 RMBS class on Rating Watch
Negative from the Centex Home Equity Corp. Issues listed below:

Series 2001-B
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA'
     - Class M-2 affirmed at 'A'
     - Class B downgraded from 'BBB' to 'BB+'

Series 2002-A
     - Class AF affirmed at 'AAA'
     - Class MF-1 affirmed at 'AA'
     - Class MF-2 affirmed at 'A'
     - Class BF affirmed at 'BBB'
     - Class AV affirmed at 'AAA'
     - Class MV-1 affirmed at 'AA'
     - Class MV-2 affirmed at 'A'
     - Class BV affirmed at 'BBB'

Series 2002-C
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA'
     - Class M-2 affirmed at 'A'
     - Class B-1 affirmed at 'BBB'
     - Class B-2 affirmed at 'BBB-'

Series 2002-D
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA'
     - Class M-2 affirmed at 'A'
     - Class B affirmed at 'BBB'

Series 2003-A
     - Class A affirmed at 'AAA'
     - Class M-1 upgraded from 'AA' to 'AA+'
     - Class M-2 affirmed at 'A+'
     - Class M-3 affirmed at 'A-'
     - Class B affirmed at 'BBB'

Series 2003-B
     - Class A affirmed at 'AAA'
     - Class M-1 upgraded from 'AA' to 'AA+'
     - Class M-2 affirmed at 'A+'
     - Class M-3 affirmed at 'BBB+'
     - Class B affirmed at 'BBB'

Series 2003-C
     - Class A affirmed at 'AAA'
     - Class M-1 upgraded from 'AA' to 'AA+'
     - Class M-2 affirmed at 'A+'
     - Class M-3 affirmed at 'A-'
     - Class B affirmed at 'BBB'

Series 2004-A
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA'
     - Class M-2 affirmed at 'A+'
     - Class M-3 affirmed at 'A+'
     - Class M-4 affirmed at 'A'
     - Class M-5 affirmed at 'A-'
     - Class B affirmed at 'BBB'

Series 2004-B
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A+'
     - Class M-6 affirmed at 'A'
     - Class M-7 affirmed at 'A-'
     - Class B affirmed at 'BBB'

Series 2004-C
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A'
     - Class M-6 affirmed at 'A-'
     - Class M-7 affirmed at 'BBB+'
     - Class B affirmed at 'BBB'

Series 2004-D
     - Class AF affirmed at 'AAA'
     - Class MF-1 upgraded to 'AA+' from 'AA'
     - Class MF-2 upgraded to 'AA-' from 'A'
     - Class MF-3 upgraded to 'A+' from 'BBB+'
     - Class BF upgraded to 'A' from 'BBB'
     - Class AV affirmed at 'AAA'
     - Class MV-1 affirmed at 'AA'
     - Class MV-2 affirmed at 'AA-'
     - Class MV-3 affirmed at 'A+'
     - Class MV-4 affirmed at 'A'
     - Class MV-5 affirmed at 'A-'
     - Class MV-6 affirmed at 'BBB+'
     - Class BV affirmed at 'BBB'

Series 2005-A
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A'
     - Class M-6 affirmed at 'A-'
     - Class M-7 affirmed at 'BBB+'
     - Class B affirmed at 'BBB'

Series 2005-B
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A'
     - Class M-6 affirmed at 'A-'
     - Class M-7 affirmed at 'BBB+'
     - Class B affirmed at 'BBB'

Series 2005-C
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A'
     - Class M-6 affirmed at 'A-'
     - Class M-7 affirmed at 'BBB+'
     - Class B-1 affirmed at 'BBB'
     - Class B-2 affirmed at 'BBB-'

Series 2005-D
     - Class A affirmed at 'AAA'
     - Class M-1 affirmed at 'AA+'
     - Class M-2 affirmed at 'AA'
     - Class M-3 affirmed at 'AA-'
     - Class M-4 affirmed at 'A+'
     - Class M-5 affirmed at 'A'
     - Class M-6 affirmed at 'A-'
     - Class M-7 affirmed at 'BBB+'
     - Class B-1 affirmed at 'BBB'
     - Class B-2 affirmed at 'BBB-'
     - Class B-2 rated 'BB+', placed on Rating Watch Negative

The mortgage loans consist of fixed- and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one to four-family residential properties.  As
of the March 2007 distribution date, the transactions are seasoned
from 17 (2005-D) to 69 (2001-B) months.  The pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range approximately from 16% (2001-B) to 58% (2005-D).  All
of the loans were originated or acquired by Centex Home Equity
Corporation.  Nationstar Mortgage, LLC (rated 'RPS2' by Fitch),
formerly known as Centex Home Equity Company, LLC, acts as the
servicer.

The affirmations affect approximately $3.208 billion in
outstanding certificates and are the result of a stable
relationship between credit enhancement and future loss
expectations.

The upgrades reflect an improvement in the relationship between CE
and expected loss, and affect approximately $200.21 million in
outstanding certificates.  The CE levels for all of the affected
bonds have grown to 2 to 4 times (x) their original levels.

The negative rating actions on the 2001-B and 2005-D transactions
represent deterioration in the relationship between CE and
expected losses, and affect approximately $19.01 million in
outstanding certificates.  For the 2001-B transaction, the class B
currently has a CE level provided by overcollateralization of
2.9%, which is below its target of 4%. For the 2005-D transaction,
the OC has built slower than expected and is currently
approximately $1.43 million below its target.  The transaction is
seasoned only 17 months, and currently has serious delinquencies
(more than 60 days delinquent, including bankruptcy, foreclosure,
and real estate owned) of 7.97% of its current balance.

Fitch will continue to closely monitor these deals, if
delinquencies continue to rise and result in principal losses to
the trust, it may be necessary for Fitch to take further actions.


CHATTEM INC: Earns $13.7 Million in Quarter Ended February 28
-------------------------------------------------------------
Chattem Inc. reported net income of $13.7 million for the first
quarter ended Feb. 28, 2007, down 7%, compared to net income of
$14.8 million in the prior year quarter.  

Net income in the first quarter of fiscal 2007 included employee
stock option expenses under SFAS 123R.  Net income in the first
quarter of fiscal 2006 included employee stock option expense
under SFAS 123R, a gain related to a recovery of legal expenses,
and a loss on early extinguishment of debt.  As adjusted to
exclude these items, net income in the first quarter of fiscal
2007 was $14.4 million, up 25%, compared to $11.5 million in the
prior year quarter.

Total revenues for the first quarter of fiscal 2007 were
$100.8 million compared to total revenues of $84 million in the
prior year quarter representing a 20% increase.  Revenue growth
for the quarter was driven by sales of the five brands acquired
from Johnson & Johnson on Jan. 2, 2007, continued growth of the
Gold Bond(R) franchise, up 27%, the strength of the Icy Hot(R)
business, up 23%, led by new product launches, and steady growth
from Dexatrim(R) and Pamprin(R), each up 11%.  Offsetting these
increases was a reduction in sales of Icy Hot Pro-Therapy(TM) from
launch levels in the first quarter of fiscal 2006.  Excluding the
impact of the acquired brands and Icy Hot Pro-Therapy, total
revenues from the base business increased by 11% in the first
quarter of fiscal 2007, compared to the prior year quarter.

"The company completed its first quarter in history with revenues
over $100 million," said chief executive officer Zan Guerry.  "The
level of enthusiasm at the company is greater than ever.  With
sales of Gold Bond continuing to exceed expectations, the
Selsun(R) franchise continuing to perform well at retail with
Nielsen data showing a 12% increase for the latest 13 week period
ending Feb. 24, 2007, a strong sell-in of our new products in the
topical pain care category and the integration of our newly
acquired brands progressing smoothly, Chattem is well positioned
to deliver on its growth objectives in fiscal year 2007 and
beyond.  We are extremely pleased with the company's 27% increase
in adjusted earnings per share as we view this as a meaningful
measure of our operating performance."

                          Key Highlights

Gross margin for the first quarter of fiscal 2007 was 69.3%,
compared to 69.0% in the prior year quarter.  The increase in      
gross margin primarily reflected reduced sales of the        
relatively low margin Icy Hot Pro-Therapy line.  

Advertising and promotion expense for the first quarter of fiscal
2007 increased to $28.8 million from $27.2 million in the prior
year quarter.  A&P expense as a percentage of total revenues
decreased to 28.5% for the first quarter of fiscal 2007, as
compared to 32.4% in the prior year quarter, with the reduction as
a percentage of total revenues declining largely as a result of
the heavy investment spending on Icy Hot Pro-Therapy in the first
quarter of fiscal 2006.  

Selling, general and administrative expenses for the first quarter
of fiscal 2007 increased to $12.6 million from $11.6 million in
the prior year quarter.  SG&A as a percentage of total revenues
for the first quarter of fiscal 2007 decreased to 12.5%, as
compared to 13.8% in the prior year quarter reflecting the
company's ability to leverage its operating infrastructure.

Acquisition costs of $1.2 million for the first quarter of fiscal
2007 primarily reflect payments made to Johnson & Johnson for
services rendered under a Transition Services Agreement related to
the acquired brands.

Earnings before interest, taxes, depreciation and amortization
excluding litigation settlement items was $28.7 million, or 28.5%
of total revenues, for the first quarter of fiscal 2007, up 40%,
compared to the prior year quarter.

Interest expense increased $4.4 million in the first quarter of
fiscal 2007 as compared to the prior year quarter reflecting the
impact of the additional indebtedness incurred to finance the
acquisition of brands from Johnson & Johnson.

The company reduced outstanding borrowings under its revolving
credit facility to $15 million as of March 21, 2007, versus an
outstanding balance of $30 million at Feb. 28, 2007, and an
acquisition funding balance of $38 million on Jan. 2, 2007.

At Feb. 28, 2007, the company's balance sheet showed
$783.7 million in total assets, $625.7 million in total
liabilities, and $158 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1d0b

                        About Chattem Inc.

Chattem Inc. (NASDAQ: CHTT) -- http://www.chattem.com/-- is a
marketer and manufacturer of a broad portfolio of a broad
portfolio of branded over the counter healthcare products,
toiletries and dietary supplements.  The company's portfolio of
products includes well-recognized brands such as Icy Hot, Gold
Bond, Selsun Blue, ACT, Cortizone and Unisom.  Chattem conducts a
portion of its global business through subsidiaries in the United
Kingdom, Ireland and Canada.

                          *     *     *

Chattem Inc.'s 7% Exchange Senior Subordinated Notes due 2014
carry Moody's Investors Service's 'B2' rating and Standard &
Poor's 'B' rating.


CHROMOS MOLECULAR: To File for Bankruptcy Under BIA
---------------------------------------------------
Chromos Molecular Systems Inc. disclosed yesterday plans to make a
restructuring proposal to the company's creditors and temporary
employee layoffs.

Chromos currently has insufficient financial resources to meet all
of its existing creditor obligations.  The company has filed a
Notice of Intention to Make a Proposal under the Bankruptcy and
Insolvency Act.  This will facilitate an orderly evaluation of
strategic alternatives including those designed to strengthen the
company's business model and capital structure.

The Notice of Intention filing allows Chromos to maintain scaled-
back operations and maintain the integrity of its assets while
evaluating its strategic alternatives and developing a
restructuring proposal for creditors.

During this period Campbell Saunders Ltd., an experienced Trustee,
will monitor the activities of the Company and assist it in
formulating a proposal to its creditors.

As part of the scaling back of operations, Chromos has provided
temporary lay-off notices to 12 employees, leaving 13 remaining
employees.  Further temporary lay-offs may be implemented as
required.

"The Company will continue to operate while we undertake the
restructuring process" said Alistair Duncan, President and Chief
Executive Officer.  "Management and the Board of Directors are
committed to this process and are confident that it will lead to
an outcome to the benefit of all stakeholders.  The ongoing
support of our customers, employees and suppliers will help to
ensure we can achieve this outcome."

Additional financing will likely be required during the period to
ensure that the company can complete the restructuring process.  
There can be no assurance that additional financing will be
available at all or on acceptable terms to permit Chromos' current
operations to continue.  If Chromos is unsuccessful in raising
sufficient financing it will be required to scale back further or
terminate certain or all of its operations.

There can be no assurance that the company will successfully
emerge from its reorganization proceedings.  Approval of a Plan
and emergence from reorganization proceedings are subject to a
number of conditions.

                        About Chromos

Chromos Molecular Systems Inc. -- http://www.chromos.com/--   
(TSX: CHR) is a biopharmaceutical company with two drug
development programs focused on inflammatory diseases and
thrombotic disorders.  The company's lead product, CHR-1103, is a
humanized monoclonal antibody being developed as an acute
treatment for relapses associated with multiple sclerosis.  
Chromos generates revenue from its proprietary ACE System
technology to engineer production quality cell lines to
manufacture biopharmaceutical products including monoclonal
antibodies.


CIMAREX ENERGY: Files Registration for $300 Million Notes Offering
------------------------------------------------------------------
Cimarex Energy Co. has filed a registration statement with the
Securities and Exchange Commission relating to the public offering
of $300 million principal amount of senior unsecured notes due
2017.
    
Net proceeds from the offering will be used to:

   a) redeem the 9.6% senior notes assumed in the Magnum Hunter
      merger which have a face value of $195 million; and

   b) repay amounts currently outstanding under its revolving
      credit facility.

The 9.6% notes are unsecured and are due March 15, 2012.  The
notes are currently redeemable at 104.8%, plus accrued interest.
Borrowings outstanding under the company's revolving credit
facility were $161 million as of March 30, 2007.
    
J.P. Morgan Securities Inc. and Lehman Brothers Inc. will act as
joint book-running managers for the offering.

The offering will be made only by means of a prospectus, copies of
which may be obtained from:
   
   -- J.P. Morgan Securities Inc.
      Attention: Syndicate Desk
      8th Floor, 270 Park Ave
      New York, NY 10017
      Tel: (212) 834-4555;

   -- Lehman Brothers Inc.
      Attention: Prospectus Department
      745 7th Avenue
      New York, NY 10019
      Tel: (888) 603-5847

                       About Cimarex Energy
   
Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas   
exploration and production company with principal operations in  
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.


CIMAREX ENERGY: S&P Rates Proposed $300 Mil. Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating to oil and gas exploration and production company
Cimarex Energy Co.'s proposed $300 million senior unsecured notes
due 2017.  At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit rating on the company.  The outlook is positive.
     
Pro forma the proposed $300 million note offering, Denver,
Colorado-based Cimarex is expected to have roughly $510 million of
debt outstanding.
      
"The ratings on Cimarex reflect its position as a midsize
exploration and production company in the volatile oil and natural
gas industry, as well as the risks associated with its aggressive
growth strategy, moderate-lived reserve base, and relatively high-
cost operations, somewhat mitigated by moderate financial
policies," said Standard & Poor's credit analyst Paul Harvey.
     
The positive outlook on Cimarex reflects the potential for ratings
improvement over the intermediate term if Cimarex can maintain its
moderate debt leverage and lower its cost structure.  However, if
Cimarex continues to spend outside its core regions to the
detriment of its costs and debt leverage, ratings would stabilize.


COMMERCIAL MORTGAGE: Fitch Holds B+ Rating on Class K Certificates
------------------------------------------------------------------
Fitch Ratings upgrades these classes of Commercial Mortgage
Acceptance Corp., commercial mortgage pass-through certificates,
series 1998-C2:

     - $21.7 million class G to 'AAA' from 'AA'
     - $36.1 million class H to 'A+' from 'A'

In addition, Fitch affirms the ratings on these classes:

     - $252.6 million class A-2 at 'AAA'
     - $671.1 million class A-3 at 'AAA'
     - Interest-only class X at 'AAA'
     - $144.6 million class B at 'AAA'
     - $173.5 million class C at 'AAA'
     - $173.5 million class D at 'AAA'
     - $43.4 million class E at 'AAA'
     - $65.1 million class J at 'BB'   
     - $21.7 million class K at 'B+'            

The $14.3 million class L remains at 'CC/DR4'.  Fitch does not
rate the $122.9 million class F certificates.  The non-rated class
M balance has been reduced to $0 due to realized losses.

The rating upgrades reflect defeasance, stable performance and
additional paydown since Fitch's last rating action.  As of the
March 2007 distribution date, the pool's aggregate balance has
been reduced 39.8% to $1.74 billion from $2.89 billion at
issuance.  Twenty-seven loans (46.8%) have defeased to date,
including four (34.3%) of the top five loans.  Three assets (0.4%)
are in special servicing, including one real estate owned (REO).
Fitch-expected losses will be absorbed by class L.

The largest specially serviced asset (0.2%) is a retail center
located in Greenwood, SC and is REO.  The special servicer is
currently working to lease the center and market the asset for
sale.  Based on the most recent appraisal value losses are
expected.


COMVERSE TECHNOLOGY: Names Andre Dahan as President and CEO
-----------------------------------------------------------
Comverse Technology, Inc. named Andre Dahan, the former President
and CEO of AT&T Wireless' Mobile Multimedia Services, as
President, Chief Executive Officer and a member of the Board of
Directors, effective April 30, 2007.

Mr. Dahan has more than 30 years of global leadership experience
in the wireless and technology sectors.  In addition to his work
with AT&T Wireless, he has held senior executive positions with
Dun & Bradstreet, Teradata Corporation (now NCR) and Sequent
Computer Systems.  He also has served on the boards of several
leading, global telecommunications and information technology
companies.

Mark Terrell, Chairman of Comverse Technology's Board of
Directors, said, "Andre Dahan is an exceptional leader with the
vision, global experience and deep industry and technical
knowledge to help make Comverse Technology even stronger for its
investors, customers, partners and employees.  Andre has achieved
an extraordinary track record of success in growing and delivering
superior operating results at telecommunications and technology
businesses in highly competitive markets around the world as well
as in driving key corporate and product innovations - always with
a focus on serving the needs of customers.  In particular, Andre's
operational background in key global markets for our products and
services will be of great benefit as we move forward.  Andre gets
results, and as we continue to focus on building the value of our
business, we are confident that he is the right leader at the
right time."

Mr. Terrell also noted, "Andre will play a key role in the
comprehensive strategic review that is now underway of the
company's portfolio and of its corporate and capital structure.  
In addition, Andre will work closely with Yaron Tchwella,
President of Comverse, Inc., and the heads of Verint Systems,
Ulticom and our other subsidiaries, in pursuing operational
excellence."

Mr. Dahan said, "I am honored to have this opportunity and excited
by the possibilities that lie ahead for Comverse Technology.
Comverse has earned a powerful reputation for technological
innovation, commercial success and relentless focus on customers.  
I look forward to working with Comverse's talented Board and
employees to continue to build on this record of outstanding
performance, with a focus on delivering superior shareholder
return.  I believe strongly that Comverse is well positioned to
continue to deliver the critical products and services its
customers need to succeed today, and to become an even more
valuable partner to them going forward."

Mr. Dahan, 58, served as President and Chief Executive Officer of
Mobile Multimedia Services at AT&T Wireless from July 2001 to
December 2004.  Before that, he served as President of North
America and Global Accounts and in several other global executive
positions for Dun & Bradstreet.  In addition, Mr. Dahan previously
served in a variety of senior executive positions with Teradata
Corp. (now NCR), Sequent Computer Systems and S.E. Qual, an
information technology consulting firm.

He began his career as a database architect and held a variety of
technical positions with MALAM, IAI and IBM. Mr. Dahan graduated
from Hadassah College in Jerusalem, with a degree in software
engineering.

Mr. Dahan currently serves on the board of Red Bend Software,
which provides mobile software management solutions to mobile
companies worldwide, and NeuStar, Inc., a provider of
clearinghouse services to the global communications and Internet
industries.  With NeuStar, he is a member of the Audit Committee
and the Governance Committee of the Board of Directors.  He also
serves as a board observer for IXI Mobile, Inc., the mobile
messaging solutions provider.  He was formerly a director of
PalmSource, Inc., a supplier of the operating systems for
Palm handheld devices, until its acquisition in November 2005.  
Mr. Dahan will be stepping down from his positions with the boards
of NeuStar and IXI Mobile before beginning his work with Comverse
Technology.

                       About Comverse Technology

Comverse Technology, Inc., -- http://www.cmvt.com/-- (Pink  
Sheets: CMVT.PK) through its Comverse, Inc. subsidiary, provides
software and systems enabling network-based multimedia enhanced
communication and billing services.  The company's Total
Communication portfolio includes value-added messaging,
personalized data and content-based services, and real-time
converged billing solutions.  Over 500 communication and content
service providers in more than 130 countries use Comverse products
to generate revenues, strengthen customer loyalty and improve
operational efficiency.  Other Comverse Technology subsidiaries
include: Verint Systems (VRNT.PK), which provides analytic
software-based solutions for communications interception,
networked video security and business intelligence; and Ulticom
(ULCM.PK), which provides service enabling signaling software
for wireline, wireless and Internet communications.

                         *      *      *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate credit
and senior unsecured debt ratings on New York-based Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006.


CREDIT SUISSE: Fitch Holds Low-B Ratings on Three Certificates
--------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s series 2001-CK1 commercial mortgage pass-
through certificates:

     - $20.2 million class F to 'AA+' from 'AA'
     - $17.7 million class G to 'AA-' from 'A+

In addition, Fitch affirms the ratings on these classes:

     - $106.2 million class A-2 at 'AAA'
     - $498.4 million class A-3 at 'AAA'
     - Interest-only class A-X at 'AAA'
     - Interest-only class A-Y at 'AAA'
     - Interest-only class A-CP at 'AAA'
     - $42.9 million class B at 'AAA'
     - $45.4 million class C at 'AAA'
     - $12.6 million class D at 'AAA'
     - $12.6 million class E at 'AAA'
     - $17.5 million class H at 'A-'
     - $27.4 million class J at 'BB+'
     - $7.5 million class K at 'BB'
     - $7.5 million class L at 'B+'

Fitch does not rate classes M, N, and O. Class A-1 has paid in
full.

The upgrades reflect increased credit enhancement levels due to
loan payoffs, including the credit-assessed 747 Third Avenue, and
scheduled amortization, as well as the additional defeasance of 11
loans since Fitch's last rating action.  In total, 30 loans
(25.6%) have defeased.  As of the March 2007 distribution date,
the transaction has paid down 15.2% to $845.3 million from $997.1
million at issuance.

There are currently three loans (3.8%) in special servicing, two
(0.5%) of which are 30-days delinquent.  The largest specially
serviced loan (3.3%) is collateralized by four multifamily
properties located in various cities in Texas and is current.  The
master servicer is negotiating a workout strategy with the
borrower.  Fitch does not project a loss upon resolution of this
asset.

The second largest specially serviced loan (0.3%) is a 40,252
square foot (sf) office property located in Nashville, Tennessee
and is 30 days delinquent.  The property transferred to special
servicing in February 2007 due to imminent default.  The property
is vacant after the loss of the single tenant.  The special
servicer is assessing workout options with respect to this loan.

Fitch-projected losses on the specially serviced loans are
expected to be absorbed by non-rated class O.

Fitch has designated 19 loans (26.1%) as Fitch Loans of Concern,
including five top ten loans (20.5%), due to occupancy and cash
flow declines.  The largest Fitch Loan of Concern (8.6%) is a
256,438sf office building in San Francisco, California and is
current.  Occupancy remains low at 71% as of January 2007;
however, the property is well-located in the Financial District
submarket of San Francisco, and the borrower has reported
increased leasing activity in 2007.

The second largest Loan of Concern (3.9%) is a 388,654sf
industrial property located in Irvine, CA and is current.  The
property performance has declined since 2004 owing to occupancy
fluctuations and a major tenant bankruptcy.  As of December 2006,
the property is 85% occupied.

Fitch reviewed the performance of the one remaining credit-
assessed loan in the pool.  The Stonewood Center Mall (8.8%)
maintains an investment grade credit assessment due to its stable
performance.

The Stonewood Center Mall is secured by the leasehold interest in
a 929,792sf regional mall.  As of December 2006, inline occupancy
has improved to 98% from 94% at issuance.


CRFRC-D MERGER: Moody's Assigns Low-B Ratings to Proposed Loans
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 Probability of Default Rating to CRFRC-D Merger Sub, Inc.,
an entity formed to acquire all of the equity interests in
Dresser, Inc.  Moody's also assigned a B2 (LGD 3, 45%) rating to
CRFRC-D Merger Sub, Inc.'s proposed $150 million secured revolving
credit facility, a B2 (LGD 3, 45%) rating to its proposed $1,150
million first lien term loan, and a B3 (LGD 5, 71%) rating to its
proposed $750 million second lien term loan.  The rating outlook
is negative.

Proceeds from the term loans, along with $500 million in equity,
will fund Riverstone Holdings LLC's, in partnership with First
Reserve and Lehman Brothers Co-Investment Partners, $2.4 billion
purchase and leveraged recapitalization of Dresser, Inc.  First
Reserve and Odyssey Investment Partners had previously acquired
88% of Dresser, Inc.'s outstanding equity from Halliburton Company
in April 2001 for $1.3 billion.  The assigned ratings assume these
transactions occur as expected and are subject to a review of the
final documents and terms.  Moody's will withdraw the existing
ratings on Dresser, Inc., which remain on review for possible
downgrade, at the time of close of the new financing.

CRFRC-D Merger Sub, Inc.'s Corporate Family Rating of B2 primarily
reflects the company's weak financial risk profile resulting from
the substantial amount of debt used to fund the acquisition.  The
B2 rating also reflects the challenges the company faces in order
to complete its audited financial statements and remediate its
material weaknesses over internal controls; the company's working
capital intensity; and low hard asset coverage of debt.  The B2
rating is supported by Dresser's substantial scale and
diversification; its long-standing, leading market positions; a
large installed base of client infrastructure; seasoned
management; and the company's improving operating performance.  
The B2 rating also considers Riverstone's and First Reserve's
considerable energy industry experience and that the equity
sponsors have the financial resources to provide additional
financial support to Dresser; however, this would be at their
discretion.

The buyout results in a number of financial metrics that constrain
Dresser's ratings.  Moody's estimates that on all measures of
financial flexibility that are factored into our rating
methodology, Dresser maps to levels indicative of the Caa rating
category.  These factors are only partially offset by Dresser's
improving profitability levels and the company's scale and
business profile, which are more indicative of the Ba rating
category.  Dresser's pro forma debt/EBITDA (as adjusted for
unfunded pension obligations and operating leases) is estimated
between 9-10x as of December 31, 2006 and based on unaudited
financial statements.  Debt/capitalization is estimated between
80-85%, with debt/tangible capitalization over 100%.  Implicit in
the B2 Corporate Family Rating is the assumption that industry
conditions will remain favorable over the near-term and that
Dresser will take actions to reduce its debt burden prior to a
slowdown in energy spending levels.

Dresser's rating outlook remains negative pending the completion
of its audited annual financial statements for the years ending
2003 through 2006.  Dresser is currently in the process of
restating its 2003 and 2004 annual financial statements, although
without public securities, it is no longer required to meet SEC
reporting requirements.  The company has reported a number of
material weaknesses, which are the root cause for its filing
delays and restatements.  Moody's notes that Dresser is making
efforts to address the material weaknesses.  The ratings assume
that Dresser will produce audited statements within a reasonable
time period.  The ratings could be withdrawn should Moody's
determine that the it lacks sufficient financial information to
appropriately monitor the company's credit, additional material
accounting or internal control issues are identified, or there is
a lack of continued progress towards completing the audited
financial statements and remediating the internal control
problems.

The outlook could stabilize if Dresser is able to become current
on its audited annual financial statements for the years ending
2005 and 2006 and complete its restatements, continues to make
material progress in resolving its material weaknesses, and
continues to exhibit positive trends with respect to its operating
performance.  However, the rating and outlook would be subject to
a full review of the audited financial statements.

The ratings could be pressured if Dresser were to experience an
increase in financial leverage as a result of an industry
downturn, slippage in operating performance, or debt financed
acquisition.


CSMC MORTGAGE: Moody's Rates Class 1-B-1 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the super
senior and senior certificates issued by CSMC Mortgage-Backed
Trust 2007-3, Aa1 ratings to the super senior support certificates
except Class 1-A-6B, and ratings ranging from Aa2 to Ba2 to
mezzanine and subordinate certificates in the deal.

The securitization is backed by various mortgage lenders
originated, fixed-rate, alt-a mortgage loans acquired by DLJ
Mortgage Capital, Inc.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses by subordination.  Class 1-A-4 and Class 1-A-5 certificates
will have the benefit of a financial guaranty insurance policy to
be issued by Financial Security Assurance Inc.  Moody's expects
Loan Group 1 collateral losses to range from 1.00% to 1.20%.
Moody's expects Loan Group(s) 2-4 collateral losses to range from
0.15% to 0.35%.

Select Portfolio Servicing, Inc. and Countrywide Home Loans
Servicing LP will service the Group 1 mortgage loans.  Universal
Master Servicing L.L.C. and Countrywide Home Loan Servicing LP
will service the Group 2-4 mortgage loans.  Wells Fargo will act
as master servicer.  Moody's has assigned Wells Fargo its top
servicer quality rating of SQ1 as a master servicer.

The Complete rating actions are:

CSMC Mortgage-Backed Trust 2007-3

CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-3

     Cl. 1-A-1A, Assigned Aaa
     Cl. 1-A-1B, Assigned Aa1
     Cl. 1-A-2, Assigned Aaa
     Cl. 1-A-3A, Assigned Aaa
     Cl. 1-A-3B, Assigned Aa1
     Cl. 1-A-4, Assigned Aaa
     Cl. 1-A-5, Assigned Aaa
     Cl. 1-A-6A, Assigned Aaa
     Cl. 1-A-6B, Assigned Aaa
     Cl. 2-A-1, Assigned Aaa
     Cl. 2-A-2, Assigned Aaa
     Cl. 2-A-3, Assigned Aaa
     Cl. 2-A-4, Assigned Aaa
     Cl. 2-A-5, Assigned Aaa
     Cl. 2-A-6, Assigned Aaa
     Cl. 2-A-7, Assigned Aaa
     Cl. 2-A-8, Assigned Aaa
     Cl. 2-A-9, Assigned Aaa
     Cl. 2-A-10, Assigned Aaa
     Cl. 2-A-11, Assigned Aa1
     Cl. 2-A-12, Assigned Aaa
     Cl. 2-A-13, Assigned Aaa
     Cl. 2-A-14, Assigned Aa1
     Cl. 2-A-15, Assigned Aaa
     Cl. 2-A-16, Assigned Aaa
     Cl. 2-A-17, Assigned Aaa
     Cl. 2-A-18, Assigned Aaa
     Cl. 2-A-19, Assigned Aaa
     Cl. 3-A-1, Assigned Aaa
     Cl. 3-A-2, Assigned Aaa
     Cl. 3-A-3, Assigned Aaa
     Cl. 3-A-4, Assigned Aaa
     Cl. 4-A-1, Assigned Aaa
     Cl. 4-A-2, Assigned Aa1
     Cl. 4-A-3, Assigned Aaa
     Cl. 4-A-4, Assigned Aaa
     Cl. 4-A-5, Assigned Aaa
     Cl. 4-A-6, Assigned Aaa
     Cl. 4-A-7, Assigned Aaa
     Cl. 4-A-8, Assigned Aaa
     Cl. 4-A-9, Assigned Aaa
     Cl. 4-A-10, Assigned Aaa
     Cl. 4-A-11, Assigned Aa1
     Cl. 4-A-12, Assigned Aaa
     Cl. 4-A-13, Assigned Aaa
     Cl. 4-A-14, Assigned Aa1
     Cl. 4-A-15, Assigned Aaa
     Cl. A-X, Assigned Aaa
     Cl. A-P, Assigned Aaa
     Cl. 1-M-1, Assigned Aa2
     Cl. 1-M-2, Assigned A2
     Cl. 1-M-3, Assigned A3
     Cl. 1-M-4, Assigned Baa2
     Cl. 1-M-5, Assigned Baa3
     Cl. 1-B-1, Assigned Ba2


DAIMLERCHRYSLER AG: Meets with Chrysler Bidders Except Kerkorian
----------------------------------------------------------------
DaimlerChrysler AG executive Ruediger Grube, a management-board
member and head of strategy, is presently negotiating with all
Chrysler bidders, with the exception of billionaire Kirk
Kerkorian's Tracinda Corp., the Wall Street Journal states.

According to the report, the company had scheduled meetings with
Cerberus Capital Management LP; joint bidders Blackstone Group and
Centerbridge Capital Partners LP; and the tandem of Magna
International Inc. and Onex Corp., but left Tracinda Corp. in the
lurch.

The TCR-Europe reported on April 11 that DaimlerChrysler had
received a new offer of up to $4.5 billion in cash from Tracinda
Corp., an investment firm owned by billionaire Kirk Kerkorian.

However, the automaker is skeptical about the competitiveness of
Tracinda's bid, considering that it entails substantial
conditions, as it entertains offers from three other groups, WSJ
observes.

Mr. Kerkorian's tender depends on whether Chrysler enters into a
"satisfactory" labor contract with the UAW and if Daimler agrees
to share part of the troubled unit's unfunded pension liabilities
and retiree heath-care costs amounting to US$15 billion.

On the other hand, Magna International Inc. and its potential
partner, Canadian investment firm Onex Corp., plan to each acquire
equal minority stakes in Chrysler and let DaimlerChrysler keep a
small equity in the ailing unit, WSJ relates, quoting sources
familiar with the matter.

Magna also intends to create a separate company for Chrysler and
outsource engineering while keeping the products' design and
assembly in-house, WSJ says.

Concurrently, WSJ reports German bank WestLB AG has acquired a 14
percent stake in DaimlerChrysler, saying that the move is meant to
help shareholders sell their shares, avoiding a broader selloff,
with plans to reduce its share back to its original 3 percent
level.

                      About DaimlerChrysler

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

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

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

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

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


DANA CORP: Will Make April and September 2007 Pension Payments
--------------------------------------------------------------
Dana Corp. and its debtor-affiliates, with the consent of the
Creditors Committee and the DIP Lenders, will make the April 13
and the Partial September 14 Pension Contribution, pursuant to a
stipulation approved by the United States Bankruptcy Court for the
Southern District of New York.

Certain of the Debtors are parties to collective bargaining
agreements with unions representing certain of their employees.  
In connection with the CBAs and, in addition, as part of their
benefit programs for certain non-union employees, the Debtors
maintain defined benefit pension plans and periodically make
contributions to those Pension Plans.

The next contribution required by the Internal Revenue Code and
the Employee Retirement Income Security Act to certain of the
Pension Plans is $5,170,000 to be made on April 13, 2007.  

In February 2007, the Court authorized the Debtors to sell their
Engine Hard Parts business to MAHLE GmbH.  In connection with the
Sale, the sponsorship of three Pension Plans were assigned to
MAHLE.  

Pursuant to the sale agreement, the Debtors remain responsible for
all Pension Contributions owing to the Assigned Pension Plans for
2006.  The last Pension Contribution owing to the Assigned Pension
Plans for 2006 is $487,000 to be made no later than September 14,
2007.  

While the Debtors could wait until September 14, 2007, to make the
Partial September 14 Contribution, making the Partial September 14
Contribution at this time will avoid any delay in the release of
funds escrowed in connection with the Sale due to the pending
Partial September 14 Contribution.

The Debtors desire to make the April 13 Contribution and the
Partial September 14 Contribution.  The Official Committee of
Unsecured Creditors asserts that postpetition contributions to the
Pension Plans on account of prepetition services are not required
under the Bankruptcy Code.  

In a Court-approved stipulation, the Debtors, with the consent of
the Creditors Committee and the DIP Lenders, will make the April
13 Contribution and the Partial September 14 Contribution.

The Debtors and the Creditors Committee agree that neither the
making of the April 13 Contribution and the Partial September 14
Contribution will be deemed or construed as a waiver of the right
of any party to contest the ability of the Debtors to make any
future Pension Contributions.

                         About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.


DIVERSIFIED ASSET: Fitch Lowers Notes' Ratings to B
---------------------------------------------------
Fitch downgrades the ratings of two classes of notes issued by
Diversified Asset Securitization Holdings I, L.P.  These rating
actions are effective immediately:

   - $109,071,034 class A-1 notes downgraded to 'B/DR1' from 'BB'
   - $22,514,663 class A-2 notes downgraded to 'B/DR1' from 'BB'

DASH I is a collateralized debt obligation managed by Asset
Allocation & Management, LLC, which closed Dec. 18, 1999.
Currently, DASH I is composed of residential mortgage-backed
securities, asset-backed securities, commercial mortgage-backed
securities, and CDOs.  Under DASH I's governing documents the deal
has been in the event of default since Aug. 31, 2004.  Included in
this review, Fitch discussed the current state of the portfolio
with the asset manager.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

These rating actions are the result of continued deterioration in
the quality of DASH I's collateral portfolio.  As of the March 29,
2007 trustee report the class A overcollateralization (OC) ratio
was 100.3%, which is significantly below its trigger level of
114%.  The continuous failure of the class A OC test is causing
available proceeds to be applied towards the redemption of the
class A notes.  However, at times some of the principal proceeds
are used to pay class A interest shortfalls, thus reducing the
amount available to amortize rated notes.

The portfolio contains a number of defaulted and distressed assets
from troubled sectors such as manufactured housing, aircraft
leases and mutual fund fees.  While some of these assets continue
to pay interest, the majority of them are not expected to return
principal.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


EDGEN MURRAY: Moody's Assigns B3 Rating to $500 Million Term Loans
------------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Edgen Murray II, L.P., which is the holding company parent of the
companies formerly named Edgen Corp. and Pipe Acquisition Ltd.
Moody's also assigned a B3 rating to the company's 7-year first
lien term loan, and a B3 rating to the 8-year second lien term
loan.  The rating outlook is stable.

Edgen Murray's recapitalization is coincident with the company's
equity sponsors, Jefferies Capital Partners Fund III and certain
co-investors, selling the company to JCP's Fund IV and certain co-
investors.  The proposed financing will be used to (1) refinance
$266 million of debt at Edgen Corp. and PAL (Moody's existing
ratings at both companies will be withdrawn), (2) redeem $56.2
million of preferred shares of the G.P. and L.P., (3) acquire a
small company called Petro Steel International, LLC for $50
million, and (4) pay fees, early redemption expenses and accrued
interest of approximately $50 million.  In addition, the new
shareholders will contribute $208 million of equity.  Using
Moody's standard adjustments, Edgen Murray's consolidated debt
will increase by $240 million (from $297 to $537 million, an 80%
increase).  Approximately $20 million of the company's new $150
million revolving credit facility (unrated) may be utilized at
closing for seasonal working capital needs.

Ratings assigned:

     - Corporate family rating -- B2
     - Probability of default rating -- B2
     - $425 million 7-year first lien Term Loan -- B3 (LGD4, 58%)
     - $75 million 8-year second lien Term Loan -- B3 (LGD4, 67%)

The B2 corporate family rating reflects Edgen Murray's high
leverage, small size, negligible tangible assets, modest retained
cash flow, as well as aggressive growth and limited operating
history as a combined entity.  The rating is constrained by Edgen
Murray's exposure to the highly volatile steel and oil and gas
industries and the lack of clarity regarding its financial
policies and financial resources for dealing with this volatility,
given its high leverage at what may be a cyclical peak, and its
private equity ownership.  The rating positively reflects Edgen
Murray's healthy margins, global presence, and its strong market
position in what is currently a very favorable niche market within
the oil and gas industry, allowing it to sell both its products
and expertise in logistics at a premium.  Edgen Murray's revenues
grew significantly between 2005 and 2006.  During this time the
energy-related steel products that Edgen Murray sells experienced
significant increases in prices as steel prices rose and oil and
gas exploration and production activities dramatically increased.
Nevertheless, Edgen Murray's retained cash flow (before an
increase in working capital) in 2006 was relatively small and the
higher interest associated with the recapitalization will erode
cash flow in the future.

Moody's ratings also consider the possibility of future
acquisitions and special dividends made to its shareholders and
the subsequent effects on the balance sheet.  Favorably, Moody's
considers the countercyclical generation of cash flows in
downcycles unique to distributors as they work through working
capital, which lends stability to cash flow generation and a
company's ability to service debt.

The company's global operations require a relatively complicated
debt structure, which raises questions about the efficacy of
foreign guarantors and collateral arrangements, although 80% of
tangible assets are in North America and the UK.  Furthermore, the
first lien and second lien term loans have very few covenants.  
The company's pro forma tangible assets are modest, well below the
level of the proposed debt.  With a $150 million revolving credit
facility and $526 million of term debt and capital leases, loss-
given-default could be quite high in the event of a default.

The stable outlook reflects Moody's expectation of continued
strength both in energy E&P and overall steel prices.  Also, since
Edgen Murray sells specialty steel products and logistical
solutions to far-flung customers in extreme environments around
the world, it is able to charge a premium on its products and
services that is unlikely to abate as quickly as more general
commodity prices might.  The stable outlook is predicated on Edgen
Murray not incurring any additional debt, maintaining operating
margins of at least 7%, maximum Debt to EBITDA of 6.0x, and
minimum Retained Cash Flow to Debt of 6%.

Edgen Murray, headquartered in Baton Rouge, Louisiana, is a
relatively small distributor of carbon steel and alloy products
for use primarily in specialized applications in the energy and
niche industrial segments.  The company operates on a global
basis, with over 40% of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  The ultimate owners and
operators of these facilities include major oil and independent
E&P companies, gas transmission companies, chemical and
petrochemical manufacturers, mining companies and ethanol
producers.  Edgen Murray relies on its customer relationships,
logistical expertise, and specialized high performance products to
maintain differentiation and pricing power.


EDGEN MURRAY: S&P Rates Proposed $425 Million Term Loan at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Baton Rouge, Louisiana-based Edgen Murray LP.  
The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' senior
secured and '3' recovery rating to Edgen Murray LP's proposed
$425 million first-lien term loan due in 2014.  Edgen Murray
Corp., the U.S. subsidiary, and unrated Edgen Murray Cayman, which
will hold the company's overseas assets, will be co-borrowers
under the first-lien term loan.  The first-lien bank loan and
recovery ratings indicate expectations of meaningful (50%-80%)
recovery of principal in the event of a payment default.  S&P also
assigned 'CCC+' senior secured bank loan and '5' recovery rating
to Edgen Murray Corp.'s proposed $75 million second-lien term loan
due in 2015.  The second-lien bank loan and recovery ratings
indicate expectations of negligible (0-25%) recovery of principal
in the event of a payment default.  The bank loan
ratings are based on preliminary terms and conditions.
     
"Increased demand, capital-expansion projects for transmission
pipelines, and good oil and gas conditions should benefit Edgen
Murray's financial performance in the near term," said Standard &
Poor's credit analyst Marie Shmaruk.  "However, Edgen Murray's
debt level is at a historical peak, and the company's limited end-
market focus leaves it susceptible to prolonged downturns in a
highly competitive and low-margin industry.
     
"Given relatively modest liquidity levels, we could change the
outlook to negative should raw material costs rise or demand from
Edgen's oil and gas customers weakens, resulting in compressed
profit margins and negative free cash flows.  The outlook could be
revised to positive if the company substantially increases its
sales, market position, and operating scope while improving its
credit metrics and liquidity levels."


ENERGY PARTNERS: Moody's Junks Rating on Proposed $450 Mil. Notes
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Moody's Investors Service assigned Caa1 (LGD 4, 65%) ratings to
Energy Partners, Ltd.'s proposed $300 million senior unsecured
fixed rate notes due 2014 and $150 million senior unsecured
floating rate notes due 2013, to be guaranteed by all material
subsidiaries.

At the same time, Moody's affirmed EPL's B3 Corporate Family
Rating and B3 Probability of Default Rating with a negative
outlook.  Proceeds from the new notes offering, in addition to
drawings on EPL's new secured revolving bank credit facility
(unrated), will be used to finance approximately $200 million in
share purchases, fund the tender offer for and retirement of its
$150 million of 8.75% senior unsecured notes due 2010, refinance
its existing revolving credit facility, and fund approximately
$13 million of transaction fees.

On Mar. 12, 2007, Moody's downgraded EPL's Corporate Family Rating
to B3 from B2 and its Probability of Default Rating to B3 from B2
following the conclusion of the company's strategic alternative
process.  The company's strategic initiative entails a leveraging
$200 million of share purchases, representing 22% of its
outstanding shares; authorization of an additional $50 million in
share purchases over the next year; a cash tender offer for its
$150 million senior notes; and the sale of certain properties.  
The downgrade reflected the shift in the company's risk profile as
reflected by the substantial return of capital to shareholders
through share purchases and the corresponding increase in
financial leverage on an asset base that Moody's does not consider
having a high degree of debt capacity.  The downgrade also
reflected the company's rising cost structure and weak capital
productivity, which, in addition to $51.5 million in merger
termination fees and $15 million in legal and financial advisory
fees, pressured current leverage levels to a range considered high
for the prior rating category.

The outlook remains negative reflecting the challenges EPL faces
to reduce its elevated debt burden, which Moody's considers high
for the B3 Corporate Family Rating, particularly given the
company's relatively short proved developed producing (PDP)
reserve life of 1.9 years in the high decline Gulf of Mexico.
Moody's believes that debt reduction through asset sales could be
limited due to valuation uncertainty and the anticipation that a
portion of the proceeds will be used for additional share
purchases.  The degree of equity market satisfaction with the
company's strategic initiative remains unclear, and Moody's
believes there is a risk of further stock purchases.  In addition,
EPL could face leverage pressures as a result of continued weak
capital productivity and the company's very high cost structure,
which is viewed by Moody's to be unsustainable long-term, even
assuming relatively robust commodity prices.

The ratings would likely be pressured if EPL is unable to maintain
capital spending within cash flow, receives less than expected
value realizations from its planned asset sales, uses less than
sufficient asset sale proceeds for leverage reduction, or faces
substantial delays in completing the asset sales.  Additional debt
financed share purchases beyond the $200 million, weak operating
performance, or inability to sufficiently reduce leverage from
asset sales and free cash flow over the near-term could result in
a ratings downgrade.

In order to stabilize the rating, EPL will need to successfully
reduce leverage to a range consistent with a B3 Corporate Family
Rating while generating production gains from its expected smaller
reserve base at reasonable costs.

Moody's estimates that pro-forma for $200 million in share
purchases, debt (as of Apr. 3, 2007 and as adjusted for operating
leases) will rise to approximately $585 million, with pro-forma
debt/proved developed (PD) reserves increasing to $13.19/boe from
$8.17/boe, and debt/PDP reserves increasing to $31.39/boe.  An
additional $50 million in debt financed share purchases would
further increase debt/PD reserves to $14.31/boe.  Moody's believes
that given the company's weak reinvestment performance and short
PDP reserve life, these metrics may not be compatible with the
current ratings.  The company plans to sell certain properties in
South Louisiana and the Gulf of Mexico shelf with total proved
reserves of approximately 7 mmboe and production of about 4,000
boe/day for an estimated $125 million, with a part of the proceeds
earmarked for debt reduction under the company's revolving bank
credit facility.  However, this leverage reduction will come at
the cost of reduced scale, and uncertainty remains surrounding the
timing, ultimate value, and the ultimate extent that proceeds will
be used for debt reduction as opposed to further share purchases.
The company also expects to reduce leverage through free cash flow
generation over the near to intermediate term based on
management's stated intention to maintain capital spending within
cash flow and through a hedging program; however, a production
shortfall could result in reduced cash flow and further leverage
pressure.

EPL's higher leverage exacerbates its weaker fundamental operating
performance, as shown by poor organic reserves replacement and
high finding and development costs over the last two years.  EPL's
reserves replacement from drilling only for the three years ending
2006 was 84%, with 2006 reserve replacement from drilling only of
92%.  In addition, the company's three-year all sources F&D costs
were $31.50 for the three years ending 2006, with 2006 all sources
F&D costs of $47.  Moody's recognizes that a majority of the
exploration and production companies within Moody's rated universe
have experienced increased finding and development cost pressures.
In addition, Moody's notes that the failed Stone Energy merger,
Woodside Petroleum's unsuccessful bid to acquire EPL, and the
efforts made by management to pursue strategic alternatives have
created significant management distractions over the last several
months.  Nevertheless, EPL's full-cycle costs are higher than
several key peers.

Moody's will withdraw the B3 rating on the $150 million 8.75%
senior unsecured note upon their redemption.  Moody's notes that
if any material amount of debt remains outstanding on the notes
after the completion of the tender offer, the B3 note rating would
be downgraded.


ENERGY PARTNERS: S&P Rates $450 Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on independent exploration and production company
Energy Partners Ltd., assigned a 'B-' rating to EPL's $450 million
in senior unsecured notes ($150 million in senior floating-rate
notes due 2013 (callable in two years) and $300 million in senior
fixed-rate notes due 2014), and removed the EPL ratings from
CreditWatch with negative implications, where they were placed on
March 13, 2007.
     
EPL will use proceeds from the new senior notes (along with
approximately $75 million of drawings on a proposed $200 million
borrowing base credit facility) to repurchase $200 million in
shares, tender for $150 million its existing senior notes
(contractually due in 2010), pay related transaction fees, and
repay drawings under its current credit facility.  The outlook is
negative.
     
Pro forma the aforementioned transactions, New Orleans, Louisiana-
based EPL will have $510 million in long-term debt.
     
The ratings affirmation follows a full review of EPL after our
downgrade of the company to 'B' from 'B+' in March.  The downgrade
followed management's announcement that it had concluded its
strategic review process and would be pursuing a debt-financed
recapitalization of the company.
      
"The ratings on EPL reflect a highly leveraged financial risk
profile and weakened credit measures as a result of additional
leverage, rising finding and developing costs in core areas of
operations, a short reserve life of less than five years, and
participation in a volatile and cyclical industry," said Standard
& Poor's credit analyst Jeffrey Morrison.  "These concerns are not
sufficiently mitigated by an experienced management team, adequate
near-term liquidity, a more substantive hedging program to support
near-term cash flows, and an established track record of
operations in core areas," Mr. Morrison continued.
     
The negative outlook incorporates our concern that more aggressive
financial policies, increased leverage, and weaker-than-expected
operating performance in 2007 could result in a downgrade for EPL.  
For the outlook to be revised to stable in the intermediate term,
EPL would have to successfully reduce leverage through planned
asset sales and excess cash flow (bringing credit measures such as
debt per proved barrel back under $6) as well as demonstrate
improved internal reserve replacement/growth and significant cost
structure improvement.


GRAHAM PACKAGING: Dec. 31 Balance Sheet Upside-Down by $597.8 Mil.
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Graham Packaging Company, LP's posted total stockholders' deficit
of $597.8 million, resulting from total assets of $2.4 billion and
total liabilities of $3 billion as of Dec. 31, 2006.

General partners' deficit in 2006 was $31 million, up from
$25 million a year ago.  Limited partners' deficit in 2006 was
$595.1 million, up from $478.5 million a year ago.

For the year ended Dec. 31, 2006, the company recorded a net loss
of $120.4 million on net sales of $2.5 billion, as compared with a
net loss of $52.6 million on net sales of $2.5 billion for the
year ended Dec. 31, 2006.   Net sales in 2006 increased by
$47.5 million from net sales in 2005.

Gross profit for the year ended Dec. 31, 2006, decreased to
$287.5 million from $295.5 million for the year ended Dec. 31,
2005.  Selling, general and administrative expenses for the year
2006 increased to $131.4 million from $127.5 million for the year
2005.   Impairment charges were $25.9 million for the year ended
Dec. 31, 2006, as compared with $7.3 million for the year ended
Dec. 31, 2005.  Interest expense, net increased to $207 million
for the year ended Dec. 31, 2006, from $184.4 million for the year
ended Dec. 31, 2005.  Other expense, net increased to $2.2 million
for the year 2006 from $200,000 for the year 2005, primarily due
to higher foreign exchange losses.  Income tax provision increased
to $27.6 million for the year ended Dec. 31, 2006, from
$14.4 million for the year ended Dec. 31, 2005.

                    Liquidity and Capital Resources

In 2006, 2005 and 2004, the company generated $490.4 million of
cash from operations and $1.4 billion from increased debt.  This
$1.9 billion was primarily used to fund $565.5 million of net cash
paid for property, plant and equipment, $1.3 billion of
investments and $81.5 million of debt issuance fee payments.

Working capital, defined as current assets less current
liabilities, decreased $108.6 million in 2006, primarily due to a
decrease in inventories of $48.9 million.

The company's Credit Agreement currently consists of a senior
secured B Loan to the Graham Packaging Holdings I LP, the
operating company, totaling $1.9 billion and a Revolving Credit
Facility to the Operating Company totaling $250 million.  The
Acquisition and refinancing of substantially all of the company's
prior debt included the issuance of $250 million of Senior Notes
due 2012 and the issuance of $375 million of Senior Subordinated
Notes due 2014.  At Dec. 31, 2006, the company's total debt was
$2.5 billion.  Its unused lines of credit at Dec. 31, 2006, and
2005 were $196.2 million and $61.8 million, respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d0c

                         About Graham Packaging

Based in York, Pennsylvania, Graham Packaging Company, LP,
formerly known as Graham Packaging Holdings I LP, --
http://www.grahampackaging.com/-- designs and manufactures  
customized blow-molded plastic containers for branded food and
beverages, household and personal care products, and automotive
lubricants.  The company has manufacturing facilities in
Argentina, Belgium, Brazil, Canada, Ecuador, England, Finland,
France, Hungary, Mexico, the Netherlands, Poland, Spain, Turkey,
the U.S. and Venezuela.  The company has no assets, liabilities or
operations other than its direct and indirect investments in the
Operating Company and its ownership of GPC Capital Corp. II, its
wholly owned subsidiary.


HALLIBURTON CO: KBR Separation Prompts S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on
Halliburton Co. on CreditWatch with positive implications
following the completion of its separation from KBR Inc.
     
The CreditWatch listing indicates that the ratings on Halliburton
are under review for an upgrade in the near term.
      
"The separation of KBR from Halliburton improves the credit
profile of Halliburton, which suffered from KBR's uneven operating
performance," said Standard & Poor's credit analyst Andrew Watt.  
"In 2006, the KBR business unit accounted for about 43% of
revenues, but contributed less than 7% of operating income for the
entire company," Mr. Watt continued.
     
In contrast, Halliburton's Energy Services business unit's
operating performance has been solid over the past three years and
has strengthened the company's financial profile.
     
Prior to resolving the CreditWatch listing, Standard & Poor's will
meet with management to assess Halliburton's business strategy,
expected financial performance, and the extent of any
indemnifications and contingencies associated with the KBR
separation.


HARBORVIEW MORTGAGE: S&P Holds Low-B Ratings on 75 Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes from eight HarborView Mortgage Loan Trust deals.  At the
same time, ratings were affirmed on various HarborView
transactions, including those with raised ratings.

The upgrades reflect rapid prepayments and positive pool
performance of the mortgage loan pools.  All of the series with
raised ratings have paid down to less than 40% of their original
pool sizes.  Projected credit support percentages range from 1.81x
to 2.11x the levels associated with the higher rating categories
and should be sufficient to support the certificates at the higher
rating levels.  As of the March 2007 distribution date, cumulative
realized losses were particularly low for all of the upgraded
series, with a maximum of 0.03% of the original pool balances (for
series 2004-2 and 2004-4), while total delinquencies ranged from
1.54% (series 2004-10) to 14.42% (series 2005-6) of the current
pool balances.

The affirmations on the other classes reflect stable pool
performance and adequate credit support percentages.  Credit
support for all of the HarborView transactions is provided by
subordination.  The underlying collateral for these transactions
consists mostly of 30-year fixed-, adjustable-, and hybrid-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  Additionally, some of the transactions
include mortgages with a negative amortization feature.

                     Ratings Raised
   
                HarborView Mortgage Loan Trust

                                           Rating
                                           ------
      Series   Class              To                     From
      ------   -----              --                     ----
      2003-3   B-1                AA+                    AA
      2004-2   B-1                AA+                    AA
      2004-2   B-2                A+                     A
      2004-4   B-1                AA+                    AA
      2004-4   B-2                A+                     A
      2004-7   B-1                AA+                    AA
      2004-8   B-1                AA+                    AA
      2004-8   B-2                A+                     A
      2004-8   B-3                BBB+                   BBB
      2004-9   B-1                AA+                    AA
      2004-10  B-1                AA+                    AA
      2005-6   B-1                AA+                    AA
   
                        Ratings Affirmed
     
                  HarborView Mortgage Loan Trust

   Series    Class                                      Rating
   ------    -----                                      ------
   2003-1    A,                                         AAA
   2003-1    B-1                                        AA+
   2003-1    B-2                                        A+
   2003-1    B-3                                        BBB+
   2003-1    B-4                                        BB+
   2003-1    B-5                                        B
   2003-2    1-A, 2-A-1, 2-X, 2-A-2, 3-A                AAA
   2003-2    B-1                                        AA
   2003-2    B-2                                        A
   2003-2    B-3                                        BBB
   2003-2    B-4                                        BB
   2003-2    B-5                                        B
   2003-3    1A-1, 2A-1, 2A-2, 2A-3, A-X                AAA
   2003-3    B-2                                        A
   2003-3    B-3                                        BBB
   2003-3    B-4                                        BB
   2003-3    B-5                                        B
   2004-1    1-A, 2-A, 3-A, 4-A, X                      AAA
   2004-1    B-1                                        AA
   2004-1    B-2                                        A
   2004-1    B-3                                        BBB
   2004-1    B-4                                        BB
   2004-1    B-5                                        B
   2004-2    1A-1, 2A-1, AX                             AAA
   2004-2    B-3                                        BBB
   2004-2    B-4                                        BB
   2004-2    B-5                                        B
   2004-3    1-A, 2-A                                   AAA
   2004-3    B-1                                        AA
   2004-3    B-2                                        A
   2004-3    B-3                                        BBB
   2004-3    B-4                                        BB
   2004-3    B-5                                        B
   2004-4    1-A, 2-A, 3-A, X-1, X-2                    AAA
   2004-4    B-3                                        BBB
   2004-4    B-4                                        BB
   2004-4    B-5                                        B
   2004-5    1-A, 2-A-4, 2-A-5, 2-A-6, 3-A,             AAA
   2004-5    B1                                         AA
   2004-5    B2                                         A
   2004-5    B3                                         BBB
   2004-5    B4                                         BB
   2004-5    B5                                         B
   2004-6    1-A, 2-A, 3-A-1, 3-A-2A, 3-A-2B, 4-A       AAA
   2004-6    5-A                                        AAA
   2004-6    B-1                                        AA
   2004-6    B-2                                        A
   2004-6    B-3                                        BBB
   2004-6    B-4                                        BB
   2004-6    B-5                                        B
   2004-7    1-A, 2-A-1, 2-A-2, 2-A-3, 3-A-1, 3-A-2     AAA
   2004-7    4-A, X-1, X-2                              AAA
   2004-7    B-2                                        A
   2004-7    B-3                                        BBB
   2004-7    B-4                                        BB
   2004-7    B-5                                        B
   2004-8    1-A, 2-A1, 2-A2, 2-A3, 2-A4A, 2-A4B, 3-A1  AAA
   2004-8    3-A2, X                                    AAA
   2004-8    B-4                                        BB
   2004-8    B-5                                        B
   2004-9    1-A, 2-A, 3-A, 4-A-1A, 4-A-1B, 4-A2, 4-A3  AAA
   2004-9    X                                          AAA
   2004-9    B-2                                        A
   2004-9    B-3                                        BBB
   2004-9    B-4                                        BB
   2004-9    B-5                                        B
   2004-10   1-A-1, 1-A-2A, 1-A-2B, 2-A, 3-A-1A         AAA
   2004-10   3-A-1B, 4-A, X-1, X-2, X-3                 AAA
   2004-10   B-2                                        A
   2004-10   B-3                                        BBB
   2004-10   B-4                                        BB
   2004-10   B-5                                        B
   2004-11   1-A, 2-A1A, 2-A1B, 2-A2A, 2-A2B, 2-A3      AAA
   2004-11   3-A1A, 3-A1B, 3-A2A, 3-A2B, 3-A3, 3-A4     AAA
   2004-11   X-1, X-2, X-3, X-B                         AAA
   2004-11   B-1                                        AA
   2004-11   B-2                                        A
   2004-11   B-3                                        BBB
   2004-11   B-4                                        BB
   2004-11   B-5                                        B
   2005-1    1-A, 2-A1A, 2-A1B, 2-A2, X                 AAA
   2005-1    B-1                                        AA
   2005-1    B-2                                        A
   2005-1    B-3                                        BBB
   2005-1    B-4                                        BB
   2005-1    B-5                                        B
   2005-2    1-A, 2-A1A, 2-A1B, 2-A-1C, 2-A2, X, PO     AAA
   2005-2    B-1                                        AA
   2005-2    B-2                                        A
   2005-2    B-3                                        BBB
   2005-2    B-4                                        BB
   2005-2    B-5                                        B
   2005-3    1-A, 2-A1A, 2-A1B, 2-A1C, 2-A2, X-1, X-2   AAA
   2005-3    PO-1, PO-2                                 AAA
   2005-3    B-1                                        AA
   2005-3    B-2                                        A
   2005-3    B-3                                        BBB
   2005-3    B-4                                        BBB-
   2005-3    B-5                                        BB
   2005-3    B-6                                        B
   2005-4    1-A, 2-A, 3-A1, 3-A2, 4-A, 5-A             AAA
   2005-4    B-1                                        AA
   2005-4    B-2                                        A
   2005-4    B-3                                        BBB
   2005-4    B-4                                        BBB-
   2005-4    B-5                                        BB
   2005-4    B-6                                        B
   2005-5    1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B, 2-A-1C     AAA
   2005-5    PO-1, PO-2, X-1, X-2                       AAA
   2005-5    B-1                                        AA
   2005-5    B-2                                        A
   2005-5    B-3                                        BBB
   2005-5    B-4                                        BBB-
   2005-5    B-5                                        BB
   2005-5    B-6                                        B
   2005-6    1-A-1A, 1-A-1B, X                          AAA
   2005-6    B-2                                        A
   2005-6    B-3                                        BBB
   2005-6    B-4                                        BB
   2005-6    B-5                                        B
   2005-7    1-A1, 1-A2, 1-X, 1-PO                      AAA
   2005-7    2-A1, 2-A2A, 2-A2B, 2-X, 2-PO              AAA
   2005-7    1-B1, 2-B2                                 AA
   2005-7    1-B2, 2-B2                                 A
   2005-7    1-B3, 2-B3                                 BBB
   2005-7    1-B4, 2-B4                                 BB
   2005-7    1-B5, 2-B5                                 B
   2005-8    1-A1A, 1-A1B, 1-A2A, 1-A2B, 1-A2C, 1-X     AAA
   2005-8    1-PO                                       AAA
   2005-8    2-A1A, 2-A1B, 2-A2A, 2-A2B, 2-A2, 2-A3     AAA
   2005-8    2-XA1, 2-XA2, 2-XB, 2-PO1, 2-PO2, 2-POB    AAA
   2005-8    1-B1, 1-B2, 1-B3, 2-B1                     AA+
   2005-8    1-B4, 1-B5, 2-B2                           AA
   2005-8    1-B6                                       AA-
   2005-8    1-B7                                       A+
   2005-8    1-B8, 2-B3                                 A-
   2005-8    1-B9, 2-B4                                 BBB+
   2005-8    1-B10, 2-B5                                BB
   2005-8    1-B11, 2-B6                                B
   2005-9    1-A, 2-A-1A, 2-A-1B, 2-A-1C, 1-X, 2-X      AAA
   2005-9    3-X, 1-PO, 2-PO, 3-PO                      AAA
   2005-9    B-1, B-2                                   AA+
   2005-9    B-3, B-4, B-5                              AA
   2005-9    B-6                                        AA-
   2005-9    B-7                                        A+
   2005-9    B-8                                        A
   2005-9    B-9                                        A-
   2005-9    B-10                                       BBB-
   2005-9    B-11                                       BB
   2005-9    B-12                                       B
   2005-10   1-A-1A, 1-A-1B, 2-A1A, 2-A1B, 2-A1C1       AAA
   2005-10   2-A1C2, X, PO                              AAA
   2005-10   B-1                                        AA+
   2005-10   B-2                                        AA
   2005-10   B-3                                        AA-
   2005-10   B-4                                        A+
   2005-10   B-5                                        A
   2005-10   B-6                                        A-
   2005-10   B-7                                        BBB+
   2005-10   B-8                                        BBB
   2005-10   B-9                                        BBB-
   2005-10   B-10                                       BB
   2005-10   B-11                                       B
   2005-11   1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B, 2-A-1C     AAA
   2005-11   X, PO                                      AAA
   2005-11   B-1                                        AA+
   2005-11   B-2                                        AA-
   2005-11   B-3                                        BBB+
   2005-11   B-4                                        BB
   2005-11   B-5                                        B
   2005-12   1-A1A, 1-A1B, 2-A1A1, 2-A1A2, 2-A1B, X-1   AAA
   2005-12   X-2A, X-2B, X-B, PO-1, PO-2A, PO-2B        AAA
   2005-12   PO-B                                       AAA
   2005-12   B-1                                        AA
   2005-12   B-2                                        A
   2005-12   B-3                                        BBB
   2005-12   B-4                                        BBB-
   2005-12   B-5                                        BB
   2005-12   B-6                                        B
   2005-13   1-A1A, 1-A1B, 2-A1A1, 2-A1A2, 2-A1B, 2-A1C AAA
   2005-13   X, PO                                      AAA
   2005-13   B-1                                        AA
   2005-13   B-2                                        A
   2005-13   B-3                                        BBB
   2005-13   B-4                                        BBB-
   2005-13   B-5                                        BB
   2005-13   B6                                         B
   2005-14   1-A-1A, 1-A1B, 2-A-1A, 2-A-1B, 3-A-1A      AAA
   2005-14   3-A-1B, 4-A-1A, 4-A-1B, 5-A-1A, 5-A-1B     AAA
   2005-14   X                                          AAA
   2005-14   B-1                                        AA
   2005-14   B-2                                        A+
   2005-14   B-3                                        BBB+
   2005-14   B-4                                        BB+
   2005-14   B-5                                        B
   2005-15   1-A1A, 1-A1B, 2-A1A1, 2-A1A2, 2-A1B        AAA
   2005-15   2-A1C, 3-A1A1, 3-A1A2, 3-A1B, 3-A1C, X-1   AAA
   2005-15   X-2, X-3A, X-3B, X-B, PO-1, PO-2, PO-3A    AAA
   2005-15   PO-3B, PO-B                                AAA
   2005-15   B-1, B-2                                   AA+
   2005-15   B-3, B-4                                   AA
   2005-15   B-5                                        AA-
   2005-15   B-6                                        A+
   2005-15   B-7                                        A-
   2005-15   B-8                                        BBB+
   2005-15   B-9                                        BBB
   2005-15   B-10                                       BB+
   2005-15   B-11                                       B
   2005-16   1-A1A, 1-A1B, 2-A1A, 2-A1B, 2-A1C, 3-A1A   AAA
   2005-16   3-A1B, 3-A1C, 4-A1A, 4-A1B, X-1, X-2, X-3  AAA
   2005-16   X-4, X-B, PO-1, PO-2, PO-3, PO-4, PO-B     AAA
   2005-16   B-1                                        AA+
   2005-16   B-2                                        AA
   2005-16   B-3                                        AA-
   2005-16   B-4                                        A+
   2005-16   B-5                                        A
   2005-16   B-6                                        A-
   2005-16   B-7                                        BBB+
   2005-16   B-8                                        BBB
   2005-16   B-9                                        BBB-
   2005-16   B-10                                       BB
   2005-16   B-11                                       B
   2006-1    1-A1A, 1-A1B, 2-A1A, 2-A1B, 2-A1C, X-1     AAA
   2006-1    X-2A1B, PO-1, PO-2A1B                      AAA
   2006-1    B-1                                        AA+
   2006-1    B-2, B-3                                   AA
   2006-1    B-4, B-5                                   A+
   2006-1    B-6                                        A-
   2006-1    B-7                                        BBB+
   2006-1    B-8                                        BBB
   2006-1    B-9                                        BBB-
   2006-1    B-10                                       BB
   2006-1    B-11                                       B
   2006-2    1-A, 2-A1A, 2-A2B, 3-A1A, 3-A1B, 4-A, X    AAA
   2006-2    B-1                                        AA
   2006-2    B-2                                        A
   2006-2    B-3                                        BBB
   2006-2    B-4                                        BB
   2006-2    B-5                                        B
   2006-3    1A-1A, 1A-1B, 2A-1A, 2A-1B, 3-A            AAA
   2006-3    B-1                                        AA
   2006-3    B-2                                        A+
   2006-3    B-3                                        BBB+
   2006-3    B-4                                        BB
   2006-3    B-5                                        B
   2006-4    1-A1A, 1-A1B, 1-A2A, 1-A2B, 2-A1A, 2-A1B   AAA
   2006-4    2-A1C, 3-A1A, 3-A1B, 3-A1C, X-1, X-3A      AAA
   2006-4    X-B, PO-1, PO-3A, PO-B                     AAA
   2006-4    B-1                                        AA+
   2006-4    B-2                                        AA
   2006-4    B-3                                        AA-
   2006-4    B-4                                        A+
   2006-4    B-5                                        A
   2006-4    B-6                                        A-
   2006-4    B-7                                        BBB+
   2006-4    B-8                                        BBB
   2006-4    B-9                                        BBB-
   2006-4    B-11                                       B
   2006-5    1-A1A, 1-A1B, 2-A1A, 2-A1B, 2-A1C          AAA
   2006-5    X-1, X-2, X-B                              AAA
   2006-5    PO-1, PO-2, PO-B                           AAA
   2006-5    B-1                                        AA+
   2006-5    B-2                                        AA
   2006-5    B-3                                        AA-
   2006-5    B-4                                        A+
   2006-5    B-5                                        A
   2006-5    B-6                                        A-
   2006-5    B-7                                        BBB+
   2006-5    B-8                                        BBB
   2006-5    B-9                                        BBB-
   2006-5    B-10                                       BB
   2006-5    B-11                                       B
   2006-6    1A-1A, 1A-1B, X-1, 2A-1A, 2A-1B, 3A-1A,    AAA
   2006-6    3A-1B, 4A-1A, 4B-1B, X-4, 5A-1A, 5A-1B     AAA
   2006-6    B-1                                        AA
   2006-6    B-2                                        A
   2006-6    B-3                                        BBB
   2006-6    B-4                                        BB
   2006-6    B-5                                        B
   2006-7    1A, 2A-1A, 2A-1B, 2A-1C                    AAA
   2006-7    B-1, B-2                                   AA+
   2006-7    B-3                                        AA
   2006-7    B-4, B-5                                   A+
   2006-7    B-6                                        A
   2006-7    B-7                                        BBB+
   2006-8    1A-1, 2A-1A, 2A-1B, 2A-1C                  AAA
   2006-8    B-1                                        AA+
   2006-8    B-2                                        AA
   2006-8    B-3                                        AA-
   2006-8    B-4                                        A+
   2006-8    B-5                                        A
   2006-8    B-6                                        BBB+
   2006-8    B-7                                        BBB-
   2006-8    B-8                                        BB
   2006-BU1  1A-1A, 1A-1B, 2A-1A, 2A-1B, 2A-1C          AAA
   2006-BU1  M-1                                        AA+
   2006-BU1  M-2                                        AA
   2006-BU1  M-3                                        AA-
   2006-BU1  M-4                                        A+
   2006-BU1  M-5                                        A
   2006-BU1  M-6                                        A-
   2006-BU1  M-7                                        BBB+
   2006-BU1  M-8                                        BBB
   2006-BU1  M-9                                        BB+
   2006-CB1  2-A1A, 2-A1B, 2-A1C, 2-A2, 2-X, 2-PO       AAA
   2006-CB1  2-B1                                       AA
   2006-CB1  2-B2                                       A+
   2006-CB1  2-B3                                       BBB+
   2006-CB1  2-B4                                       BB+
   2006-CB1  2-B5                                       B
   

HUNTER FAN: S&P Affirms B Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hunter Fan Co. and revised its recovery rating on
the first-lien portion of the company's planned senior secured
bank facility to '3' from a '2'.  The revised recovery rating
indicates an expectation of meaningful recovery (50%-80%) of
principal in the event of a payment default and is based on Hunter
Fan increasing the first-lien portion of bank facility to
$175 million (inclusive of a $15 million delayed-draw term loan
portion) from $160 million and the second lien portion of the
facilities being reduced to $60 million from $75 million.  
Hunter Fan's total debt is not expected to increase from previous
pro forma levels as a result of the revised transaction.  The
outlook is negative.
     
On March 16, 2007, Hunter Fan's planned first lien bank debt was
rated 'B'.  At the same time, the second-lien bank debt was rated
'CCC+', with a '5' recovery rating indicating an expectation of
negligible (0%-25%) recovery of principal in the event of a
payment default.  Upon closing of the planned bank facilities, the
ratings on the company's existing bank facilities will be
withdrawn.
     
Net proceeds from the company's senior secured debt and second-
lien term loan offering will be used to finance MidOcean Partners'
acquisition of Hunter Fan.
     
The corporate credit ratings on Memphis, Tennessee-based ceiling
fan designer and marketer Hunter Fan reflect the company's
leveraged capital structure, narrow product focus, small size, and
customer and supplier concentration.

Ratings List

Ratings Affirmed

Hunter Fan Co.

Corporate Credit Rating         B/Negative/--
Senior Secured First-Lien
  Credit Facility                B
Senior Secured Second-Lien
  Credit Facility                CCC+ (Recov Rtg: 5)

Ratings Action

Hunter Fan Co
                                 To      From
Senior Secured First-Lien
Credit Facility
  Recovery Rating                3       2


IASIS HEALTHCARE: S&P Junks Ratings on Proposed $300 Mil. PIK Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Franklin, Tennessee-based IASIS Healthcare Corp.  The corporate
credit rating was lowered to 'B' from 'B+', and the rating on
IASIS Healthcare LLC's $475 million of senior subordinated notes
due 2014 was lowered to 'CCC+' from 'B-.'  The rating outlook is
stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to IASIS Healthcare LLC's proposed $829 million senior
secured credit facilities, consisting of a $200 million senior
secured revolving credit facility due 2013, a $40 million senior
secured synthetic letter of credit facility due 2014, a $150
million senior secured delayed draw term loan due 2014, and a $439
million senior secured term loan due 2014.  The facilities are
rated 'B' with a recovery rating of '2', indicating the
expectation for meaningful (80%-100%) recovery of principal in the
event of a payment default.

In addition, Standard & Poor's assigned its 'CCC+' rating to the
company's proposed $300 million senior unsecured payment-in-kind  
loans due 2014.  The borrower for the PIK loans is IASIS
Healthcare Corp., the parent to the borrower for all other debt,
IASIS Healthcare LLC.

"The rating downgrade reflects the large increase in IASIS's debt,
the consequent weakening of the company's credit profile, and a
more aggressive financial policy," explained Standard & Poor's
credit analyst David Peknay.  "IASIS will use proceeds from the
new senior secured credit facilities to refinance its existing
senior secured credit facilities, fund closing and other
transaction costs incurred in connection with the financing, fund
capital projects, including the completion of Mountain Vista
Medical Center in Mesa, Arizona, and for other general corporate
purposes."
     
Funds from the PIK loans will be used to finance a $300 million
dividend or other distribution to, or repurchase of preferred
equity from, the equity holders of the parent company.  This comes
at a time when the company's operating margins will continue to be
threatened by certain industry pressures such as higher bad debt,
and increasing operating expenses relative to reimbursement
increases.
     
The speculative-grade ratings on Franklin, Tennessee-based IASIS
Healthcare Corp. reflect the competitive nature of the company's
relatively small number of key hospital markets, industry
challenges that include reimbursement risk, increasing bad debt,
and a significant debt burden.  The ratings also reflect
significant capital needs associated with IASIS's fairly
aggressive growth strategy, which include a new hospital
construction project, one relatively sizeable acquisition, and two
large facility expansions.  Pro forma for the pending transaction,
IASIS's total debt outstanding will be about $1.4 billion.


INTELSAT LTD: Dec. 31 Balance Sheet Upside-Down by $541.3 Million
-----------------------------------------------------------------
Intelsat Ltd.'s balance sheet as of Dec. 31, 2006, reflected total
assets of $12.4 billion and total liabilities of $12.9 billion,
resulting to total stockholders' deficit of $541.3 million.  
Accumulated deficit as of Dec. 31, 2006, stood at $571.2 million.  

The company reported that its net loss increased to $369 million
in 2006, as compared with the $325 million net loss in 2005.  The
higher net loss in 2006 was due to higher total operating expenses
for the year amounting to $1.3 billion, as compared with total
operating expenses in 2005 of $1.1 billion.  The company also
almost doubled its interest expense, net to $724.1 million in
2006, from $377.4 a year earlier.

Revenue increased $491.2 million, to $1.66 billion for the year
ended Dec. 31, 2006, from $1.17 billion for the year ended
Dec. 31, 2005.  The increase was primarily due to the impact of
the PanAmSat Acquisition Transactions.  The operations of the
former PanAmSat Holdco business contributed about $456.7 million
to the revenue increase, including $419.7 million of revenue
reported by Intelsat Corp and $37 million for the acquired G2
Satellite Solutions Corporation operations.  Lease revenue
increased $451.2 million to $1.21 billion for the year ended
Dec. 31, 2006, as compared with $759.4 million for the year ended
Dec. 31, 2005.  Managed solutions revenue increased $62.5 million
to $173.4 million for the year ended Dec. 31, 2006, from
$110.9 million for the year ended Dec. 31, 2005.  The company's
legacy channel services revenue declined $19.1 million to
$204.1 million for the year ended Dec. 31, 2006, as compared with
$223.3 million for the year ended Dec. 31, 2005.

                  Liquidity and Capital Resources

Net cash provided by operating activities of $448.6 million for
the year ended Dec. 31, 2006, reflected a decrease of $56.4
million from $505 million for the year ended Dec. 31, 2005.  Net
cash used in investing activities increased $3.2 billion to
$3.3 billion for the year ended Dec. 31, 2006, from $75.2 million
for the year ended Dec. 31, 2005.  Net cash provided by financing
activities was $3.1 billion for the year ended Dec. 31, 2006, as
compared with cash used in financing activities of $216.9 million
for the year ended Dec. 31, 2005.

The company's cash and cash equivalents as of Dec. 31, 2006, were
$583.7 million, as compared with $360.1 million as of Dec. 31,
2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d0e

                        About Intelsat Ltd.

Headquartered in Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- offers telephony, corporate network,  
video and Internet solutions around the globe via capacity on
25 geosynchronous satellites in prime orbital locations.  
Customers in about 200 countries rely on Intelsat's global
satellite, teleport and fiber network for high-quality
connections, global reach and reliability.  It is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.


JP MORGAN: Fitch Junks Rating on $1.9 Million Class M Certificates
------------------------------------------------------------------
Fitch Ratings downgrades JP Morgan Commercial Mortgage Finance
Corp., commercial mortgage pass-through certificates, series 2000-
C10:

     - $1.9 million class M to 'C/DR5' from 'CC/DR4'

In addition, Fitch upgrades these classes:

     - $23.1 million class E certificates to 'AAA' from 'AA+'
     - $10.2 million class F certificates to 'AA' from 'AA-'
     - $14.8 million class G certificates to 'A-' from 'BBB+'

Fitch also affirms the following classes:

     - $441.3 million class A-2 at 'AAA'
     - Interest only class X at 'AAA'
     - $31.4 million class B at 'AAA'
     - $29.5 million class C at 'AAA'
     - $9.2 million class D at 'AAA'
     - $14.8 million class H at 'BBB-'
     - $7.4 million class J at 'BB-'
     - $5.5 million class K at 'B+'
     - $7.4 million Classes L at 'B-'

Class A1 has been repaid in full.  Fitch does not rate class NR,
which has been reduced to zero due to losses.

The downgrade of class M is due to actual losses and additional
expected losses from the specially serviced loan.  The upgrades
are a result of increased credit enhancement levels from loan
payoffs, amortization and the defeasance of an additional 12 loans
(11.6%) since Fitch's last rating action.  As of the March 2007
distribution date, the pool's aggregate principal balance has been
reduced 19.3% to $596.4 million from $738.5 million at issuance.
In total, 38 loans (30%) have defeased.

There is one loan in special servicing (0.2%).  The loan is
collateralized by a 162-unit manufactured housing community in
Yuma, AZ.  The loan is over 90-days delinquent and the special
servicer is negotiating a discounted payoff (DPO).  The property
is scheduled for foreclosure in May 2007 should the DPO not close.
Current valuation of the property indicates losses upon
liquidation.


JULIANA FLORES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Juliana Flores
        15106 Edgemore Street
        San Leandro, CA 94579

Bankruptcy Case No.: 07-41095

Chapter 11 Petition Date: April 11, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: James T. Cois
                  P.O. Box 2705
                  San Francisco, CA 94126-2705
                  Tel: (415) 561-1445

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


KINDER MORGAN: Fitch Rates Proposed $7.3 Billion Facility at BB
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR2' rating to Kinder Morgan,
Inc.'s proposed $7.3 billion senior secured credit facilities.

In addition, Fitch has also downgraded and removed from Rating
Watch Negative the outstanding ratings for KMI and Kinder Morgan
Energy Partners, L.P.

Kinder Morgan, Inc.

     - Issuer Default Rating to 'B+' from 'BBB'

     - Notes and debentures (to be secured) to 'BB/RR2' from
       'BBB'

     - Short Term to 'B' from 'F2'

     - Capital trust securities (KN Capital Trust I and III) to
       'B-/RR6' from 'BBB-'

Kinder Morgan Energy Partners, L.P.
    
     - Issuer Default Rating to 'BBB' from 'BBB+'
     - Senior unsecured debt to 'BBB' from 'BBB+'

Ratings affirmed:

Kinder Morgan Energy Partners, L.P.
     
     - Short Term (Commercial Paper) 'F2'

Fitch originally placed KMI and KMP on Rating Watch Negative May
30, 2006 following the announcement of a proposed management-led
leveraged buyout of KMI.  The Rating Outlook is Stable for both
KMI and KMP.

The proposed senior secured credit facilities are expected to be
comprised of:

     - $2 billion term loan A maturing six years and six months
       from closing;

     - $2.3 billion term loan B maturing seven years from closing;

     - $2 billion term loan C of which $612 million is anticipated  
       to be drawn at closing (asset bridge facility) maturing   
       three years after the closing; and

     - $1 billion revolving credit facility maturing six years  
       from closing.

Subject to certain limitations, the credit facilities are expected
to be guaranteed by KMI and its material wholly-owned subsidiaries
and secured on a first priority basis by a pledge of each wholly-
owned restricted subsidiary of KMI and each guarantor and by a
lien on substantially all tangible and intangible assets of KMI
and each guarantor.  Ratings assigned by Fitch are based on the
documents and information provided to us by the issuer and its
experts and subject to receipt and review of final documents.  The
'RR2' Recovery Rating for the senior secured credit facilities
denotes superior recovery prospects.  Fitch's recovery analysis
for KMI utilizes a pro-forma financial structure that applies the
net proceeds from completed and pending asset sales to debt
reduction.

The expected timing for the LBO has been delayed from initial
expectations and economic details continue to evolve.  However,
the only pending approval from the California Public Utilities
Commission.  The LBO closing, which was originally targeted by the
company to close by the end of 2006, is now expected to occur late
2nd quarter-2007 (2Q'07).  Also, some of KMI's recently announced
asset sales were not anticipated by Fitch when KMI and KMP were
placed on Rating Watch in May 2006. In August 2006, KMI entered
into an agreement with General Electric Co. to sell its U.S.
natural gas utility operations for $710 million.  The sale closed
on March 30, 2007.

In February 2007, KMI entered into and agreement to sell Teresan
Inc., its Canadian utility operations, to Fortis Inc. for $3.2
billion, including approximately $2.1 billion of assumed debt.  On
March 5, 2007, KMI agreed to sell its shares in Corridor Pipeline
System to Inter Pipeline Fund of Canada for approximately $660
million.  In addition to the above sales, the drop down of Trans
Mountain Pipeline to KMP is expected to occur this quarter.  The
pending asset sales require regulatory approval and are targeted
for completion by mid-2007, prior to or close to the LBO close.

KMI's 'B+' IDR primarily reflects its weak near-term, post-
transaction credit fundamentals and the uncertainty and execution
risk relating to KMI's future structure, operating strategy and
financial condition.  Fitch notes that KMI asset sales have been
proceeding favorably and will result in substantial balance sheet
de-leveraging.  Consequently, KMI debt will likely end 2007 at
under $9 billion, well below the $14.5 billion of debt originally
anticipated to be outstanding at the LBO close.  Continued de-
leveraging would likely result in consideration for a positive
rating action in 2008.  Future operating cash flow will primarily
come from its largest remaining direct subsidiary, Natural Gas
Pipeline Company of America, and partnership distributions from
KMP.  Absent additional asset sales, KMI's credit measures should
strengthen in future years with the growth of KMP's operations and
associated cash distributions.

The one-notch downgrade to KMP's IDR primarily reflects its
affiliation with its sponsor and general partner, KMI.  While
there are no direct financial consequences to KMP from the KMI
buyout and KMP is structurally ring-fenced from KMI, KMP remains
an important source of cash flows to service KMI's debt.  KMI as
general partner has significant management control and discretion
over KMP's business affairs including its investments and
distribution policies.  In addition, there continues to be strong
functional and operating ties between the two companies.  At the
same time, KMP is already facing a large capital expenditure cycle
with over $6.5 billion projects earmarked for the next four years.
The significant internal growth initiatives will place temporary
pressure on credit measures as incremental cash flows lag
investment expenditures.  The company expects debt-to-EBITDA to
end 2007 at 3.6 times (x) compared with 2006 debt-to-EBITDA of
3.2x.  However, on balance Fitch does not view KMP's growth
unfavorably given the strong contractual support underpinning its
major projects and the company's positive track record in
developing and operating energy infrastructure assets.

The above rating actions reflect completion of the LBO and
implementation of the associated financing structure generally
consistent with information provided to Fitch by the company.
Analytical considerations include: the buyout group will acquire
KMI at a cash price of $107.50 per share and the KMI senior
unsecured debt will be secured pari passu with the senior secured
credit facility.


LB COMMERCIAL: Fitch Holds Class F Certificates' Rating at BB+
--------------------------------------------------------------
Fitch lowers the Distressed Recovery rating on this class of LB
Commercial Conduit Mortgage Trust II's commercial pass-through
certificates, series 1996-C2:

     - $6.5 million class G to 'C/DR6' from 'C/DR5'

In addition, Fitch affirms these classes:

     - Interest-only class IO at 'AAA'

     - $19.9 million class F at 'BB+'

Classes A through E have been paid in full. Class H has been
reduced to $0 due to realized losses.

Although the transaction has experienced increased credit
enhancement due to loan payoffs and amortization, affirmations are
warranted due to the increased concentrations within the pool.  
The lowering of the DR rating is the result of increased expected
losses on specially serviced loans since Fitch's last review.  As
of the March 2007 distribution date, the pool's aggregate
certificate balance has been reduced 93.1% to $27.6 million from
$397.2 million at issuance.  Of the original 109 loans in the
transaction, only 14 remain outstanding.

Currently, two assets are in special servicing representing 31.8%
of the transaction.  The largest asset in special servicing
(28.7%) is a 284-unit multifamily property in Grand Blanc, MI and
is real estate owned.  The special servicer is currently marketing
the asset for sale.  Based on the most recent appraisal value
Fitch expects losses, which are anticipated to be absorbed by
class G.

The remaining specially serviced asset (3%) is a hotel property
located in Forrest City, AZ and is performing under a forbearance
agreement.  The loan is expected to be returned to the master
servicer.

Of the twelve remaining loans, maturity dates range from January
2011 to November 2018 with a weighted average coupon (WAC) of
8.84%.  Seven loans (47.5%) are fully amortizing and six loans
(52.6%) are amortizing balloons.

Fitch's Distressed Recovery (DR) ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


LEVI STRAUSS: Earns $87 Million in First Quarter Ended February 25
------------------------------------------------------------------
Levi Strauss & Co. reported that its net income for the first
quarter ended Feb. 25, 2007, increased 61 percent to $87 million
compared to $54 million in the same quarter of 2006.  The
improvement reflects an 11 percent increase in operating income,
mostly driven by a $25 million benefit-plan curtailment gain
related to the closure of a U.S. distribution center, lower
interest expense and a lower effective tax rate, partially offset
by higher restructuring expenses.

Net revenues for the first quarter were $1,037 million compared to
$968 million for the same quarter in 2006, a 7 percent increase.
Net revenues grew in each of the company's three regions.  The
increase primarily reflects growth in the Levi's(R) brand across
all regions due to a higher proportion of premium-priced product
sales, strong growth in emerging markets and additional brand-
dedicated retail stores.  Net revenues also benefited from
favorable currency exchange rates.

"We're off to a good start this year," said John Anderson, chief
executive officer.  "Our sales grew for the second consecutive
quarter, reflecting a broad-based improvement worldwide.  Our
premium products are doing well with consumers in many markets.  
At the same time, some businesses, including Japan and the U.S.
Levi Strauss Signature(R) brand, need considerable improvement.
Overall, we made very good progress in the quarter."

Gross profit increased 7 percent to $498 million compared to
$465 million in the first quarter of 2006.  Gross margin was
stable at 48.0 percent of net revenues for the first quarter of
2007 compared to 48.1 percent of net revenues in the same period
last year.

Selling, general and administrative expenses increased 2 percent
to $296 million in the first quarter of 2006 from $291 million in
same period of 2006.  SG&A as a percent of net revenues was lower
at 29 percent compared to 30 percent for the same period last
year.  Higher SG&A expenses in the 2007 period were primarily
attributable to increased selling expense related to new company-
operated stores, higher distribution and marketing expenses in
line with the improved net revenues for the quarter, and higher
corporate expense.  These increases were partially offset by the
benefit-plan curtailment gain, and lower advertising and promotion
expenses.

Operating income for the quarter increased 11 percent to
$189 million compared to $171 million for the first quarter of
2006.  The increase was primarily driven by the benefit-plan
curtailment gain, partially offset by restructuring charges
related to a planned distribution center closure in Europe.

Interest expense for the first quarter of 2007 decreased 13
percent to $58 million compared to $66 million in the prior year
period.  The decrease was primarily attributable to lower average
debt balances during the 2007 quarter, reflecting debt refinancing
and debt reduction actions taken during 2006.

"We continue to build our financial strength," said Hans Ploos van
Amstel, chief financial officer.  "Our margins remained strong and
our revenues grew.  We are delivering more profit to the bottom
line as a result of our lower debt, and lower interest and tax
rates.  In addition, we will continue to focus on ensuring our
cost structure is competitive."

At Feb. 25, 2007, the company's balance sheet showed
$2,765.1 million in total assets, $3.4 million in temporary
equity, and $3,669 million in total liabilities, resulting in a
$907.4 million total stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 25, 2007, are available for
free at http://researcharchives.com/t/s?1d05

                        About Levi Strauss

Founded in 1853 by Bavarian immigrant Levi Strauss, Levi Strauss &
Co. -- http://www.levistrauss.com/-- is one of the world's
largest brand-name apparel marketers with sales in more than 110
countries.  The company market-leading apparel products are sold
under the Levi's(R), Dockers(R) and Levi Strauss Signature(R)
brands.

Levi Strauss & Co. is privately held by descendants of the family
of Levi Strauss.  Shares of company stock are not publicly traded.
Shares of Levi Strauss Japan K.K., the company's Japanese
affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide,
including approximately 1,010 at the company's San Francisco,
California headquarters.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to
Levi Strauss & Co.'s proposed $325 million senior unsecured term
loan due 2014.


METRO ONE: Hires XRoads to Help Stabilize Financial Position
------------------------------------------------------------
Metro One Telecommunications Inc. has hired XRoads Solutions
Group.  XRoads will execute strategic decisions intended to
provide capital to strengthen Metro One's financial position and
optimize the value of its core telecommunications business.

XRoads Solutions Group's expertise includes corporate finance,
strategic and operational consulting and turnaround management.
They will provide support to the Metro One management team by
assisting the company to obtain additional funding, identify and
secure additional revenue opportunities, and increase operational
cash flow and reducing costs.

Alexander Stevenson, principal of XRoads Solutions Group, has been
appointed Executive Vice President-Restructuring, to oversee
development and implementation of Metro One's strategic plans.
Mr. Stevenson is co-leader of XRoads corporate finance practice
and specializes in advising companies and their stakeholders in
challenging situations.  He brings years of experience to the
evaluation of strategic alternatives, the execution of sale and
financing transactions and the development of operational and
financial restructuring plans.  He has successfully acted in this
capacity with several telecommunications clients and his broader
industry experience includes industrial, retail, consumer
products, textile products, and distribution sectors.

"The company believes XRoads brings the right combination of
knowledge, experience and execution that Metro One needs at this
juncture to stabilize the company's financial position and
position it for a continued turnaround of the company," William
Rutherford, chairman of Metro One's board of directors, said.  
"The company's board is confident that XRoads can identify and
implement opportunities to improve its financial position,
identify and secure additional revenue opportunities, and assist
with the operational changes necessary to allow Metro One to
remain competitive in the company's industry.  The company looks
forward to their contributions."

"Metro One has been rebuilding its business from the ground up,"
Gary E. Henry, president and chief executive officer of Metro One,
said.  "The company has recently signed multi-year contracts with
several new customers and have also renewed contracts with all of
its major customers in the last year.  The company looks forward
to building on this momentum and working with XRoads to strengthen
the company's organization for the future.  The company's goal is
to re-emerge as a leading provider of custom telecom services."

                          About Metro One

Based in Portland, Oregon, Metro One Telecommunications, Inc.
(Nasdaq:INFO) -- http://www.metro1.com/-- is a developer and  
provider of Enhanced Directory Assistance and other enhanced
telecom services.  The company operates call centers in the United
States.  Metro One has handled over 300 million requests for
information over the past two years.

                         Going Concern

BDO Seidman LLP raised substantial doubt as to Metro One
Telecommunications Inc.'s ability to continue as a going concern
after auditing the consolidated balance sheet of the company and
its subsidiaries, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year
ended Dec. 31, 2006.  The company suffered recurring losses from
operations and loss of significant customers.


MONITRONICS INT'L: Leverage Position Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Monitronics International,
Inc.'s B1 Corporate Family Rating, B1 Probability of Default
Rating, Ba2 rating on the $145 million senior secured revolver due
2008, Ba2 rating on the $175 million senior secured term loan B
due 2009, and B3 rating on the $160 million senior subordinated
notes due 2010.  The rating outlook remains stable.

The B1 Corporate Family Rating considers the company's moderate
leverage position and high operating margins.  "For the twelve
months ended Dec. 31, 2006, the company had adjusted debt to
EBITDA of 3.4 times which compares favorably to the global B1
rating category", said Sidney Matti, Analyst at Moody's.  Due to
the company's business strategy of only monitoring alarm systems,
the company's EBITDA margins are relatively high at 69.3% for the
twelve months ended Dec. 31, 2006.  Moody's expects Monitronics'
leverage over the near term position to improve as the company
delevers through improving operating performance.

The Corporate Family Rating acknowledges Monitronics' small
revenue size, high customer and dealer churn rates, and
competitiveness of the alarm monitoring market.  Matti also stated
that, "Although Monitronics is one of the five largest alarm
monitoring companies in the United States, its revenue size at
approximately $189 million for the twelve months ended Dec. 31,
2006 is substantially smaller than the largest players in the
market", noted Sidney Matti.  The company's peers have significant
resources to compete in the space.  A characteristic of the alarm
monitoring industry is the high churn rates that the companies
experience.  Monitronics reported a customer attrition rate of
13.4% for the twelve months ended Dec. 31, 2006 as compared to
12.3% for the twelve months ended Dec. 31, 2005.  In fact,
Monitronics attrition rate over the past five years has hovered
around the low teens.

The stable ratings outlook reflects the company's recurring
revenue stream, track record, business strategy, and high margins.
The outlook also considers that the company will continue to
purchase additional monitoring contracts through its network of
approved dealers over the near term.

The following ratings were affirmed:

    - B1 Corporate Family Rating;

    - B1 Probability of Default Rating;

    - $145 million Senior Secured Revolver due 2008 at Ba2
      (LGD2/29%);

    - $175 million Senior Secured Term Loan B due 2009 at Ba2
      (LGD2/29%); and

    - $160 million Senior Subordinated Notes due 2010 at B3 (to
      LGD5/84% from LGD5/82%).

Headquartered in Dallas, Texas, Monitronics International, Inc.
provides security alarm monitoring and related services to
residential and business subscribers throughout the United States
and North America.  For the fiscal year ended Dec. 31, 2006, the
company reported revenues of approximately $186 million.


MUSICLAND HOLDING: Plan Confirmation Hearing Continued to April 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has continued the hearing to consider the confirmation of
Musicland Holding Corp. and its debtor-affiliates' Second Amended
Plan of Liquidation to April 26, 2007.

The Court have previously ruled that the deadline set forth in
the Plan for the occurrence of the Plan Effective Date is
extended until March 30, 2007, and the deadline set forth in
the Plan for the Confirmation Order to become a Final Order is
extended until April 30, 2007.

The Debtors, the Official Committee of Unsecured Creditors, and
the current members of the Informal Committee of Secured Trade
Vendors further agree that the deadline set forth in the Plan
for:

   (a) the Confirmation Order to become a Final Order is extended
       until April 30, 2007; and

   (b) the occurrence of the Plan Effective Date is extended
       until May 31, 2007.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  

(Musicland Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  


NEOMEDIA TECH: Stonefield Josephson Raises Going Concern Doubt
--------------------------------------------------------------
Stonefield Josephson Inc. raised substantial doubt about NeoMedia
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  Stonefield Josephson pointed to the company's
significant operating losses, negative cash flows from operations
and working capital deficit.

The company reported a net loss of $67.4 million on net sales of
$10.3 million for the year ended Dec. 31, 2006, as compared with a
net loss of $9.1 million on net sales of $877,000 for the year
ended Dec. 31, 2005.  

As of Dec. 31, 2006, the company's balance sheet reflected total
assets of $38.1 million and total liabilities of $92.7 million,
resulting to total shareholders' deficit of $54.5 million.  As of
Dec. 31, 2006, the company's accumulated deficit stood at $160
million, up from an accumulated deficit as of Dec. 31, 2005, of
$92.5 million.

                      Accretion of Dividends

Due to a default on Series C convertible preferred stock on
Feb. 17, 2006, and Convertible Debentures in Aug. 24, 2006, and
Dec. 29, 2006, resulting from failure to register the underlying
common shares by the prescribed deadline, NeoMedia recorded an
accretion of dividends on convertible preferred stock in the
amount of $20.3 million to adjust the carrying value of the Series
C convertible preferred stock to its redemption value, and also
recorded interest expense in the amount of $7.8 million to adjust
the carrying value of the convertible debentures to their face
value.  The accretion of dividends is a component of net loss
attributable to common shareholders, and as is not included in
NeoMedia's net loss.

                    Disposal of Non-Core Assets

During August 2006, NeoMedia said it intended to sell its Micro
Paint Repair business.  During the fourth quarter of 2006,
NeoMedia divested of its Mobot and Sponge subsidiaries.  During
January 2007, the company decided to attempt to sell its remaining
non-core business units, consisting of 12Snap and Telecom
Services, in the most profitable, timely and viable manner
possible.  During the year ended Dec. 31, 2006, NeoMedia recorded
an impairment charge of $18.3 million to adjust the carrying value
of the 12Snap asset group to the expected net proceeds from the
sale of the assets.

NeoMedia plans to use the strategic equity earned through the sale
of these assets to reduce its current burn rate, help the company
move closer to profitability, and provide financial stability by
the end of 2007, and to become profitable by the first quarter of
2008.  Most importantly, the shedding of NeoMedia's non-core
assets affords the company the ability to focus all its resources
on its core business initiatives.

                     Scanbuy Infringement Case

NeoMedia has numerous issued patents with others in process and is
continuing to seek to optimize the value of its intellectual
property portfolio around in the world.  On Jan. 20, 2007, Judge
John E. Sprizzo dismissed Scanbuy's request for a summary judgment
in the Company's patent infringement case against Scanbuy.  While
the case is not over yet, NeoMedia continues to remain confident
in the final outcome.

On Jan. 23, 2004, NeoMedia filed suit against Scanbuy Inc. in the
Northern District of Illinois, claiming that Scanbuy has
manufactured, or has manufactured for it, and has used, or
actively induced others to use, technology which allows customers
to use a built-in UPC bar code scanner to scan individual items
and access information, thereby infringing NeoMedia's patents.  On
April 15, 2004, the court dismissed the suits against Scanbuy for
lack of personal jurisdiction.   On April 20, 2004, NeoMedia re-
filed its suit against Scanbuy in the Southern District of New
York alleging patent infringement.  Discovery is ongoing.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d03

                    About NeoMedia Technologies

NeoMedia Technologies Inc. (OTC BB: NEOM) -- http://www.neom.com/
-- is a mobile enterprise and marketing technology company and
offers direct-to-mobile-Web technology solutions.  NeoMedia's
flagship qode(R) service links users to the wireless, electronic
world.  NeoMedia is headquartered in Fort Myers, Florida, with an
office in Aachen, Germany.  The qode(R) suite of easy-to-use,
market-driven products and applications is based on a strong
foundation of patented technology, comprising the qode(R) --
http://www.qode.com/-- platform, qode(R) reader and qode(R)  
window, all of which provide One Click to Content(TM) connectivity
for products, print, packaging and other physical objects to link
directly to specific desired content on the mobile Internet.


NEW CENTURY: Wants to Sell 2,000 Mortgage Loans to Greenwich
------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates say
that as part of their efforts to downsize their operations and
reduce expenses, they seek the U.S. Bankruptcy Court for the
District of Delware's authority to sell a pool of roughly 2,000
mortgage loans and mortgage-backed residual interests in
securitization trusts for $50,000,000 in the aggregate, to
Greenwich Capital Financial Products, Inc., subject to higher and
better offers.

The Debtors further ask Judge Carey to approve competitive
bidding procedures to flush out offers for the mortgage loans.

The Debtors also seek permission to pay a $1,000,000 breakup fee
to Greenwich in the event they consummate a sale with another
party.  The breakup fee will be paid in cash as an administrative
expense with priority over any and all administrative expenses
specified in Sections 503(b) or Sections 507(b) of the Bankruptcy
Code.

The Debtors also seek an expedited hearing to consider approval
of the bidding procedures.

Pursuant to a postpetition secured financing facility extended by
Greenwich and The CIT Group/Business Credit, Inc., the Debtors
are required to obtain approval of the bidding procedures by
April 10, 2007.  The Debtors may borrow up to $150,000,000 under
the DIP facility.

A prompt sale of the mortgage loans presents the best opportunity
to maximize the value of the assets for the Debtors' estates,
says Suzzanne S. Uhland, Esq., at O'Melveny & Myers LLP, in San
Francisco, California, the Debtors' proposed counsel.  Absent a
prompt sale, the value of the mortgage loans will substantially
decline, Ms. Uhland explains.

Most of the loans were originated by the Debtors and then sold to
securitization trusts and whole loan buyers.  Because the
borrowers on the loans defaulted soon after the disposition
occurred, the Debtors have been required to repurchase the loans.

The mortgage-backed securities consist of residual class
interests issued by various securitization trusts that the
Debtors received when they disposed of loans.

The Debtors believe Greenwich's offer established a reasonable
floor for an auction.

Pursuant to an Asset Purchase Agreement dated April 2, 2007, the
purchase price will be paid by satisfying any obligations
outstanding under the DIP facility at the time of the closing, up
to the amount of the purchase price.  Any remaining balance will
be paid in cash, subject to a holdback for certain contingent
costs and potential deductions.

The Asset Purchase Agreement contains minimal representations and
warranties.  The deal provides for a $3,000,000 45-day holdback
to cover:

   (i) the Debtors releasing the borrower on a loan that was sold
       to Greenwich;

  (ii) material changes in the foreclosure laws of the state in
       which the property is located; and

(iii) the Debtors' failure to transfer servicing of the loans to
       a servicer selected by the buyer.

The Debtors bargained hard for no representations and warranties
and no holdback, Ms. Uhland notes.  "[T]he sort of matters that
could allow Greenwich to look to the holdback could have a
significant impact on the value of the loans and are generally
believed to have a relatively low risk of occurring," Ms. Uhland
explains.

The Debtors will evaluate any competing bids for those matters
whether they provide superior terms for the estates with respect
to representations and warranties, and the presence or absence of
a holdback, Ms. Uhland adds.

Any competing offer must be at least equal to the sum of
Greenwich's bid plus the break-up fee and $500,000.  To be
qualified, interested parties must submit a binding written
offer, a modified copy of the Asset Purchase Agreement, and a
$1,000,000 good faith cash deposit no later than April 26, 2007.  

Interested parties will be provided access to information on the
Purchased Assets from April 9 to 26, 2007.

The Debtors will hold an auction during the week of April 30,
2007, if one or more Qualifying Bids are received.  The Debtors
will announce the Qualifying Bidders on April 30.  

If no Qualifying Bids are received, no auction will be held and
the Debtors will seek approval of the Asset Purchase Agreement
with Greenwich.

During the auction, Qualifying Bidders may submit successive bids
at $100,000 increments.  Greenwich may sweeten its offer by
making a credit bid of the amounts owed under the DIP Facility.  
Greenwich may also credit bid the amount of the Breakup Fee.

Aside from the successful bidder, a backup bidder will also be
announced.  The Debtors intend to 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 propose that the sale hearing be held on May 7, 2007.  
Ms. Uhland explains that the Debtors' failure to close the sale
by May 18 constitutes an event of default under the Greenwich
Purchase Agreement.

The Debtors will publish a notice of the Sale Hearing in the
National Edition of The Wall Street Journal prior to the 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)


NEW CENTURY: U.S. Trustee Balks at Loan Sale to Greenwich Capital
-----------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3, and
the state of Ohio objected New Century Financial Corporation and
its debtor-affiliates' request to sell 2,000 mortgage loans to
Greenwich Capital Financial Products Inc. for $50 million.

                       U.S. Trustee's Objections

Kelly Beaudin Stapleton, United States Trustee for Region 3,
complains that the Debtors' request does not provide sufficient
information for her to determine whether a consumer privacy
ombudsman needs to be appointed to protect personally
identifiable information about individuals.

"Personally identifiable information" means any information
concerning an identified individual that, if disclosed, will
result in contacting or identifying the individual physically or
electronically.  Personally identifiable information includes the
name of an individual, his geographical or electronic address,
contact number, social security account number and credit card
account number.

"Personally identifiable information" is being sold under the
Asset Purchase Agreement, Joseph J. McMahon, Jr., Esq., trial
attorney for the United States Department of Justice, Office of
the United States Trustee, in Wilmington, Delaware, points out.  
The proposed sale of LNFA Mortgage Loans, as provided in the
Asset Purchase Agreement, includes the Debtors' rights, title to,
and interest in "all legal, credit and servicing files" related
to the Loans, Mr. McMahon cites.  

The U.S. Trustee also believes that one or more of the Debtors is
a "financial institution" for purposes of the Gramm-Leach-Bliley
Financial Services Modernization Act.

Pursuant to the Financial Privacy Rule that is part of the GLB
Act, "at the time a customer relationship is established, a
financial institution must provide a notice to consumers that
describes the financial institution's policies and practices with
respect to (i) disclosing nonpublic information to affiliates and
nonaffiliated parties, including the categories of information
that may be disclosed; (ii) disclosing nonpublic personal
information of persons who are no longer customers of the
financial institution, and (iii) protecting the nonpublic
personal information of consumers."

The U.S. Trustee intends to obtain a copy of the privacy policy
communicated by the Debtors to their LNFA Mortgage Loan customers
for purposes of assessing whether the conditional prohibition
against the sale of personally identifiable information is
triggered.  The U.S. Trustee will report to the Court on the
issue at the hearing on the Debtors' request and the related
matter of whether a consumer privacy ombudsman should be
appointed.

The U.S. Trustee also disputes the break-up fee and expense
reimbursement provisions.

In the United States Court of Appeals for the Third Circuit in
Calpine Corp. v. O'Brien Environmental Energy, Inc. (In re
O'Brien Environmental Energy, Inc.), 181 F.3d 527 (3d Cir. 1999),
Mr. McMahon relates that the Third Circuit draws a distinction
between market-makers and market participants.  In O'Brien, the
Court held that a bidder which performs a critical research
function -- researching the value of the Debtors' assets -- and
which does not otherwise have "strong financial incentives to
undertake the cost of submitting a bid, including the cost of
researching the value of the Debtors' assets, even in the absence
of any promise of reimbursement," may be entitled to bid
protections, Mr. McMahon says.

However, nothing in the Debtors' request suggests that Greenwich
performed a critical research function, Mr. McMahon points out.  
In addition, Greenwich, which is an affiliate of The Royal Bank
of Scotland, is one of the top subprime mortgage-backed
securities underwriters in the United States.  Financing and
securitizing mortgage loan portfolios is part of Greenwich's
ordinary course of business, he says.

Greenwich, being a market participant, has "strong financial
incentives to undertake the cost of submitting a bid,"
Mr. McMahon argues.  Greenwich's status as DIP lender, and the
aggressive timetable proposed for the sale process which is tied
to the DIP loan, provides further evidence of its strategic
agenda, Mr. McMahon maintains.

If the Court determines that a bid protection is appropriate, the
U.S. Trustee wants it capped.  The Debtors' proposal to pay
Greenwich a $1,000,000 windfall in addition to its acquisition-
related expenses should be rejected, Mr. McMahon asserts.

Ms. Stapleton insists that there is no legal basis for granting
the proposed break-up fee superpriority administrative expense
status.  Sections 364(c) and 507(b), the only sections of the
Bankruptcy Code that authorizes superpriority claim status, do
not apply to the break-up fee, Mr. McMahon reminds Judge Carey.  
Sections 364(c) and 507(b) address (i) the obtaining or incurring
of debt in the event that the debtor is unable to obtain
unsecured credit and (ii) adequate protection of a secured claim
which later proves to be inadequate.

The U.S. Trustee also wants any Bid Procedures Order and any Sale
Order entered by the Court to acknowledge that the proposed sale
will not be free and clear of claims and defenses that are
related to a consumer credit transaction subject to the Truth in
Lending Act or any consumer credit contract as defined by Section
363(o) of the Bankruptcy Code.  The Bid Procedures Order should
also clarify that neither its provisions nor those in the
eventual sale order will abridge or modify the newly added
protections of Section 363(o).

                      Ohio's Objections

The state of Ohio objects to the Debtors' request to the extent
that the Debtors are seeking to convey any mortgage loan for
which the mortgagee is a resident of Ohio and for which the
mortgage attaches to an Ohio residence.

"Ohio objects to the breadth of the proposed sale insofar as the
sale seeks to be free and clear of all liens, claims and
encumbrances," Marc Dann, Esq., attorney general for the state of
Ohio, says.

Mr. Dann relates that on March 28, 2007, the Cuyahoga County
Court of Common Pleas in Cleveland, Ohio, entered a Stipulated
Preliminary Injunction between the State of Ohio, ex rel. Marc
Dann, Attorney General, and New Century Financial Corp., New
Century Mortgage Corporation and Home123 Corporation.  New
Century agreed to certain terms before it would sell, assign or
otherwise transfer any owner-occupied mortgage that is an (i)
hybrid adjustable rate mortgage loan or (ii) Option Arm secured
by Ohio property and that is more than 60 days in arrears or any
fixed rate loan not otherwise excluded by the terms of the
Injunction.

                         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)


NORTHWEST AIRLINES: Richard Nevins Appointed as New Examiner
------------------------------------------------------------
Diana G. Adams, Acting U.S. Trustee for Region 2, obtained an
order from the U.S. Bankruptcy Court for the Southern District of
New York appointing Richard Nevins as Chapter 11 examiner in
Northwest Airlines Corporation's Chapter 11 cases.

Mr. Nevins is a retired investment banker with extensive
experience and expertise in bankruptcy and reorganization
proceedings, having previously worked as managing director in the
Corporate Finance Department, and as co-head of the
Recapitalization and Restructuring Group, at Jefferies & Company,
Inc., for nine years.

Brian S. Masumoto, trial attorney for the U.S. Trustee, says that
the Acting U.S. Trustee has consulted these parties-in-interest
regarding Mr. Nevins' appointment:

    (a) Gregory M. Petrick, Esq.        Attorneys for Debtors
        Cadwalader, Wickersham &
        Taft LLP

    (b) Scott L. Hazan, Esq.            Attorneys for the
        Otterbourg Steindler            Creditors Committee
        Houston & Rosen, PC

    (c) David S. Rosner, Esq.           Attorneys for the Ad Hoc
        Kasowitz, Benson, Torres,       Equity Committee
        and Friedman LLP

    (d) David F. Heroy, Esq.            Attorneys for Lampe,
        Bell Boyd & Lloyd LLP           Conway & Co.

As Examiner, Mr. Nevins:

    * will conduct an investigation to determine whether the
      Debtors, including their professionals, have used customary
      and appropriate processes and procedures to value their
      assets and businesses for purpose of Section 1129(b) of the
      Bankruptcy Code or, on the contrary, have employed improper
      processes and procedures in order to arrive at a materially
      reduced value of their assets and businesses for purposes of
      Section 1129(b);

    * will not perform a valuation of the Debtors' assets and
      businesses;

    * will not delay the confirmation process, provided that
      nothing will be deemed to waive the right of any potential
      parties-in-interest to seek to adjourn the commencement of
      the Confirmation Hearing for cause shown; and

    * will complete a written report and file it with the
      Bankruptcy Court no later than May 14, 2007, two days prior
      to the date the confirmation hearing is scheduled to begin
      and, if possible, will file the report before May 7, 2007,
      which is the last date for returning ballots on the Debtors'
      Plan of Reorganization.

If it is feasible to do so within the time period provided
for the filing of the Examiner's written report, Mr. Nevins will
provide a draft of his report on a confidential basis to the
Debtors, counsel for the Official Committee of Unsecured
Creditors, and counsel for the Ad Hoc Committee for their review
and comments.  The comments, if any, will be accepted or rejected
in whole or in part, at Mr. Nevins' discretion.

Mr. Nevins may seek Court approval to hire professionals to
assist in the examination as he deems appropriate.

All parties are directed to reasonably cooperate with Mr. Nevins'
investigation.

Judge Gropper says no party may take discovery against the
Examiner; however, all parties may use any documents or other
materials disclosed in the Examiner's report in any proceeding in
the Debtors' Chapter 11 proceedings, consistent with the Federal
Rules of Bankruptcy Procedure and the Federal Rules of Evidence.

Moreover, Judge Gropper reserves decision on any issue related to
the confidentiality of valuation materials, analyses, results or
other material provided to Mr. Nevins, provided that any
materials separately obtained under the Federal Rules of
Bankruptcy Procedure may be used by any party.

Mr. Nevins will be paid $800 per hour, and will be reimbursed of
all costs and expenses incurred.

Mr. Nevins is a disinterested party and does not (i) hold or
represent any interest adverse to the estates, and (ii) have any
relationship with the Office of the U.S. Trustee or with Judge
Gropper.

Prior to Mr. Nevins' appointment, the U.S. Trustee obtained a
court order appointing Harvey L. Tepner as Examiner for
Northwest.  However, Mr. Tepner, for undisclosed reasons,
resigned on April 6, 2007.


                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 65; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   

                             Plan Update

On Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed wan Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  The hearing to
consider confirmation of the Debtors' Plan is set for May 16,
2007.


NUTRO PRODUCTS: Pet Food Recall Prompts Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of Nutro Products, Inc., including the corporate
family rating of B2.  This review action is based on Moody's
concern that the widening recall of wet pet foods produced by
Nutro's third party manufacturer Menu Foods and Nutro's concurrent
recall of all Nutro wet pet foods made with wheat gluten will
negatively impact sales and profitability of highly leveraged
Nutro, delaying Moody's previously anticipated reduction in
leverage beyond the end of fiscal 2007.  LGD assessments are also
subject to change.

Ratings under review for possible downgrade:

    - Corporate family rating at B2
    - Probability of default rating at B2
    - Senior secured bank term loan at Ba3
    - Senior secured bank revolving credit agreement at Ba3
    - Senior unsecured notes at B3
    - Senior subordinated notes at Caa1

On Mar. 16, 2007, Nutro announced its voluntary participation in a
recall by third party manufacturer Menu Foods.  The recall at that
time was limited to cuts and gravy style pet food in cans and
pouches manufactured between Dec. 3, 2006 and Mar. 6, 2007.
Nutro's sales of the recalled product made during that production
period was approximately $7.6 million, a very small portion of
Nutro's annual sales.  On April 10th, however, Menu Foods expanded
its recall to include additional wet pet foods suspected of
containing melamine from Chinese supplied wheat gluten.  As a
result, Nutro widened its own recall to all Nutro wet pouched and
canned foods made with wheat gluten, regardless of production
date.  Moody's notes that Nutro's dry pet foods -- over 90% of
annual sales -- are not produced by Menu Foods, do not contain
wheat gluten and are unaffected by the recall.  Moody's is
concerned that consumers may slightly shift their premium pet food
purchases to organic products in the wake of the recall and that
Nutro may have few near term options to replace the wet food
manufacturing done by Menu Foods.  Any such disruption could delay
the reduction in debt to EBITDA to the 6 times level previously
anticipated by Moody's to be achieved by the end of fiscal 2007.
This expectation of 6 times leverage by that date is a key factor
in Nutro's ratings.

Moody's review will focus on the impact of the recall on Nutro's
sales and profitability, the extent to which insurance might cover
any costs or liabilities, the company's liquidity, and the impact
on operating efficiency and product delivery of changes, if any,
in Nutro's sourcing of wet canned and pouched products.


OUR LADY OF MERCY: Auction of Assets Scheduled on May 18
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on March 29, Our Lady of Mercy Medical Center and O.L.M.
Parking Corporation's proposed bidding procedures and established
the bidding schedule, in connection with the sale of substantially
all of the Debtors' assets.

The Debtors and Montefiore Medical Center, the opening bidder, had
entered into an Asset Purchase Agreement for the sale of hospital
assets and a nearby parking garage.

The deadline to submit competing offers is at 4:00 p.m., May 15,
2007, New York time.

The Debtors will conduct the auction of the purchased assets at
11:00 a.m., May 18, 2007, at Togut, Segal & Segal LLP, One Penn
Plaza, Suite 3335, in New York City.

Objections to the sale of some or all of the purchased assets must
be filed with the Court no later than 4:00 p.m., May 18, 2007.

A sale hearing will be held before the Honorable Robert E. Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
at 10:30 a.m., on May 24, 2007, at Room 621 of the Bankruptcy
Court, One Bowling Green, New York City.

                    About Our Lady of Mercy

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The    
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PA MEADOWS: Moody's to Withdraw Low-B Ratings
---------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Cannery Casino Resorts, LLC, the associated loss given default
rating of LGD4, 50%, and probability of default rating at B2.  The
rating outlook is stable.  Moody's also assigned ratings to first
lien bank facilities of B2 and the second lien term loan of Caa1,
subject to final documentation.

The Facilities will be used to refinance existing debt and provide
funds to construct a permanent casino (PA Meadows) in western
Pennsylvania, and redevelop the Nevada Palace casino (to be
renamed East Side Cannery) located on the Boulder Strip in Las
Vegas, Nevada.

The ratings reflect development and ramp-up risk in the emerging
western Pennsylvania market, competition with larger companies in
the Nevada locals market, concerns the organization may be
stretched managing two projects simultaneously and high pro-forma
leverage.  Additional credit concerns include: failure to open the
permanent casino in Pennsylvania within two years of opening the
temporary facility which would jeopardize the company's gaming
license and result in an event of default under the Facilities;
the Rampart casino lease expires in Apr. 2012 and can be
terminated early by the landlord.  However, the termination
payment would have to be used to repay debt.

Key positive rating considerations are diversification of property
revenues, an overall average regulatory risk profile comprised of
Nevada (low risk; about 65% of pro-forma EBITDAM) and Pennsylvania
(high risk; about 35% of pro-forma EBITDAM), the successful
development and operational track record of CCR's management, and
solid liquidity.  Additionally, Moody's expects the company can
earn a reasonable return on its planned capital investments given
the favorable demographic profile and growth prospects in both
western Pennsylvania and on the Boulder Strip.  The assigned CFR
is in line with the methodology implied rating.

The budget for redevelopment of Nevada Palace is $250 million with
completion slated for the second quarter of 2008; the budget for
the construction of PA Meadows is $156 million with an estimated
completion date in early 2009.  Construction of the temporary PA
Meadows casino is on budget and expected to open in May 2007.
Liquidity for these projects is comprised of the following:
unallocated budget contingencies of $11 million for East Side
Cannery, $10 million for PA Meadows, a $15 million construction
reserve funded at closing, $5.0 million excess cash, revolver
availability estimated at $44 million and up to $15 million of
uncommitted FF&E financing capacity.

The Facilities will be secured by a first and second priority
security interests in all the borrower's and any subsidiaries'
present and future assets, including all capital stock of and
equity interests in the borrower and its subsidiaries.  The
Facilities will be jointly and severally guaranteed by all present
and future domestic subsidiaries.  The Facilities contain
customary terms that limit restricted payments, additional debt,
additional liens, transactions with affiliates, among others.

The stable rating outlook reflects the benefit of being the first
racino to open in the Pittsburgh market, and continued residential
and commercial growth along the Boulder Strip in Nevada that will
enable new supply to be absorbed.  Ratings could be downgraded if
there are material construction delays or cost overruns, or if the
developments do not hit projected return levels.  Ratings could be
upgraded once both projects are completed and meet projected
return levels.

Ratings assigned:

Cannery Casino Resorts, LLC

    - Corporate family rating at B2

    - Probability of default rating at B2

    - Loss given default rating at LGD4, 50%

    - $75 million 5-year first lien, guaranteed revolver at B2,
      LGD3, 44%

    - $350 million 6-year first lien, guaranteed term loan at B2,    
      LGD3, 44%

    - $320 million 6-year first lien, guaranteed delayed draw term
      loan at B2, LGD3, 44%

    - $115 million 7-year second lien, guaranteed term loan at
      Caa1, LGD6, 93%

Ratings to be withdrawn:

PA Meadows, LLC

    - Corporate family rating at B3
    - Probability of default rating at B3
    - Loss given default rating at LGD4, 50%
    - $25 million revolver at B2, LGD3, 34%
    - $180 million term loan at B2, LGD3, 34%
    - $70 million second lien term loan at Caa2, LGD5, 84%

Cannery Casino Resorts, LLC is a privately held gaming company
owned by an entity managed by Oaktree Capital Management, LLC
(42%) and Millennium Gaming, Inc. (58%).  Through its wholly owned
subsidiary, PA Meadows, LLC, CCR is constructing a temporary
casino in western Pennsylvania, and also owns and operates three
casinos in Las Vegas, Nevada.  Revenues for the last twelve months
were approximately $223 million.


PANTRY INC: Completes Acquisition of 66 Petro Express Stores
------------------------------------------------------------
The Pantry Inc. has completed the acquisition of 66 convenience
stores in North and South Carolina from Petro Express Inc.  The
acquisition also includes the Carolina Petroleum Distributors of
Charlotte Inc.'s fuels business.

"We are very pleased to complete this important strategic
acquisition," said Chairman and Chief Executive Officer Peter J.
Sodini.  "We believe the addition of Petro Express significantly
strengthens our presence in the Charlotte market and provides us
with an excellent platform for future growth in one of the
Southeast's fastest-growing metropolitan areas.

"Not only does Petro Express command a leading market position,
but its stores are primarily large, modern facilities that
generate average revenues well above those of any previous
acquisition in the Company's history."

                      About The Pantry Inc.

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience   
store chains in the southeastern United States.  As of
Jan. 18, 2007, the company operated 1,524 stores in eleven states
under select banners including Kangaroo Express(SM), its primary
operating banner.

                         *     *     *

Standard & Poor's Ratings Services revised the outlook on The
Pantry Inc. to negative from stable and affirmed the 'BB-'
corporate credit rating on the company.


PEOPLE'S CHOICE: U.S. Trustee Appoints Five-Member Official Panel
-----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Peter C.
Anderson, United States Trustee for Region 16, appointed five
members to serve on the Official Committee of Unsecured Creditors
for the Chapter 11 cases of People's Choice Home Loan, Inc.,
People's Choice Funding, Inc., and People's Choice Financial
Corp.:

   (a) E Mortgage Logic, LLC
       Gene O'Bannon & Ralph Sells
       8317 Whitley Road
       Fort Worth, Texas 76148
       Tel. No. (817) 788-4418
       Fax No. (817) 428-1753

   (b) iDirect Marketing, Inc.
       Carla Hastings
       9880 Research Dr.
       Suite 100
       Irvine, California 92618
       Tel. No. (949) 753-7300
       Fax No. (949) 753-7523

   (c) Fidelity National Information Services (LSI Tax Services)
       William McCreary, Jr.
       3100 New York Dr.
       Suite 100
       Pasadena, California 91107
       Tel. No. (626) 345-3501
       Fax No. (626) 808-9077

   (d) DLJ Mortgage Capitol, Inc.
       Michael A. Criscito
       11 Madison Avenue
       New York, New York 10010
       Tel. No. (212) 325-2401
       Fax No. (917) 326-8089

   (e) Residential Funding Co., LLC
       Neil Luris
       8400 Normandale Lake Blvd.
       Suite 250
       Minneapolis, Minnesota 55437
       Tel. No. (216) 321-5606
       Fax No. (801) 751-9537

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking   
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.  The company and two of its affiliates, People's
Choice Home Loan, Inc., and People's Choice Funding, Inc., filed
for chapter 11 protection on March 20, 2007 (Bankr. C.D. Calif.
Case No. 07-10772).  J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, represents the Debtors.  At
March 31, 2006, the Debtors' financial conditions showed total
assets of $4,711,747,000 and total debts of $4,368,966,000.  The
Debtors' exclusive period to file a chapter 11 plan expires on
July 18, 2007.

(People's Choice Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


PEOPLE'S CHOICE: Has Until April 25 to File Schedules
-----------------------------------------------------
People's Choice Home Loan, Inc., People's Choice Funding, Inc.,
and People's Choice Financial Corporation sought and obtained an
extension of time to file their schedules of assets and
liabilities and statements of financial affairs from April 4,
2007, to April 25, 2007.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Los Angeles, California, told the Court that
the Debtors did not have sufficient time to prepare complete
Schedules, as their business is complex, and the events that
resulted in the Chapter 11 filing happened rapidly and were very
demanding of their attention.

The Debtors believe that the 21-day extension will allow them to
file Schedules that are more accurate and will not prejudice
creditors.

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking   
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.  The company and two of its affiliates, People's
Choice Home Loan, Inc., and People's Choice Funding, Inc., filed
for chapter 11 protection on March 20, 2007 (Bankr. C.D. Calif.
Case No. 07-10772).  J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, represents the Debtors.  At
March 31, 2006, the Debtors' financial conditions showed total
assets of $4,711,747,000 and total debts of $4,368,966,000.  The
Debtors' exclusive period to file a chapter 11 plan expires on
July 18, 2007.

(People's Choice Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


PEOPLE'S CHOICE: Credit Deterioration Cues S&P's Ratings Downgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from People's Choice Home Loan Securities Trust's series
2004-1 and 2004-2 and placed them on CreditWatch with negative
implications.  Concurrently, the ratings on 76 classes of
certificates from six People's Choice Home Loan Securities Trust
transactions were affirmed.  
     
The downgrades and negative CreditWatch placements affecting the
most subordinate classes from series 2004-1 and 2004-2 reflect the
deterioration of available credit support provided by
overcollateralization and excess interest due to adverse
collateral performance.  O/C is below its respective targets for
both transactions: for series 2004-1, O/C is $2.84 million
deficient ($5.06 million target); for series 2004-2, it is $3.16
million deficient ($11.31 million target).
     
Total delinquencies for the 2004 vintage are 25.14% (series 2004-
1) and 27.13% (series 2004-2) of the current principal balances,
while total delinquencies for the 2005 vintage range from 14.22%
(series 2005-3) to 29.88% (series 2005-1).  Cumulative realized
losses for the 2004 vintage are 1.40% (series 2004-2) and 1.61%
(series 2004-1) of the original principal balances, while
cumulative realized losses for the 2005 vintage range from 0.22%
(series 2005-4) to 1.27% (series 2005-1).
     
The affirmations reflect sufficient current and projected credit
support percentages at the current rating levels as of the March
2007 distribution period.
     
As of the March 2007 remittance period, all six transactions were
passing their delinquency and cumulative loss triggers.  All of
the mortgage loans in these pools were originated by People's
Choice Home Loan Inc.  On March 20, 2007, People's Choice Home
Loan Inc. filed for Chapter 11 bankruptcy.  However, Wells Fargo
is the master servicer on all of these transactions, and with the
exception of the two downgraded classes, performance has remained
relatively stable.
     
Standard & Poor's will continue to closely monitor the two
transactions with ratings on CreditWatch negative.  If losses
decline to a point at which they no longer reduce available credit
support, we will affirm the ratings on these classes and remove
them from CreditWatch.  Conversely, if delinquencies continue to
translate into substantial realized losses in the coming months
and continue to erode available credit enhancement, S&P will take
further negative rating actions on these classes and possibly on
the more senior classes.
     
The underlying collateral consists of conventional, fully
amortizing, 30-year, fixed- and adjustable-rate mortgage loans
secured by first and second liens on one- to four-family
residential properties.

        Ratings Lowered and Placed on Creditwatch Negative
   
           People's Choice Home Loan Securities Trust

                                       Rating
                                       ------
            Series    Class    To              From
            ------    -----    --              -----
            2004-1     B2      B/Watch Neg     BB+
            2004-2     B       B/Watch Neg     BB+  

                         Ratings Affirmed

           People's Choice Home Loan Securities Trust

               Series    Class             Rating
               ------    -----             ------
               2004-1    A3, A-SIO          AAA
               2004-1    M1                 AA
               2004-1    M2                 AA-
               2004-1    M3                 A+
               2004-1    M4                 A
               2004-1    M5                 A-
               2004-1    M6, M7             BBB+
               2004-1    M8                 BBB
               2004-1    B1                 BBB-
               2004-2    M1                 AA+
               2004-2    M2                 AA
               2004-2    M3                 A+
               2004-2    M4                 A
               2004-2    M5                 A-
               2004-2    M6                 BBB+
               2004-2    M7                 BBB
               2004-2    M8                 BBB-
               2005-1    IA3, IIA1, IIA2    AAA
               2005-1    M1                 AA+
               2005-1    M2                 AA
               2005-1    M3                 AA-
               2005-1    M4, M5             A
               2005-1    B1                 A-
               2005-1    B2                 BBB+
               2005-1    B3                 BBB
               2005-1    B4A, B4B           BBB-
               2005-2    IA2, IA3, 2A1, 2A2 AAA
               2005-2    M1                 AA+
               2005-2    M2, M3             AA
               2005-2    M4                 AA-
               2005-2    M5                 A+
               2005-2    M6                 A
               2005-2    B1                 A-
               2005-2    B2                 BBB+
               2005-2    B3, B4             BBB-
               2005-3    1A2, 1A3, 2A1, 2A2 AAA
               2005-3    M1                 AA+
               2005-3    M2                 AA
               2005-3    M3                 AA-
               2005-3    M4                 A+
               2005-3    M5                 A
               2005-3    M6                 A-
               2005-3    M7                 BBB+
               2005-3    M8, M9             BBB
               2005-3    M10, M11           BBB-
               2005-4    IA1, IA2, IA3, 2A1 AAA
               2005-4    M1, M2, M3         AA+
               2005-4    M4                 AA
               2005-4    M5                 AA-
               2005-4    M6                 A+
               2005-4    M7                 A
               2005-4    M8, M9             BBB+
               2005-4    M10                BBB
               2005-4    M11                BBB-


PHOENIX FOOTWEAR: Grant Thornton Expresses Going Concern Doubt
--------------------------------------------------------------
Grant Thornton LLP cited several factors that raise substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's financial statements as
of Dec. 31, 2006, and 2005.  The factors that Grant Thornton cited
were the company's net loss of $20.4 million for the year ended
Dec. 30, 2006, and the company's deficit in working capital of
$9.5 million at Dec. 30, 2006.  The auditing firm also added that
the company did not meet the financial covenants under its credit
agreement as of Dec. 30, 2006, and will not meet the covenants as
of March 31, 2007.

For the year ended Dec. 31, 2006, the company generated net sales
of $140.6 million, as compared with net sales generated for the
year ended Dec. 31, 2005, of $109.2 million.  The company had a
net income for the year ended Dec. 31, 2005, of $1.2 million.

As of Dec. 31, 2006, the company posted total assets of
$107.4 million and total liabilities of $75.6 million, resulting
to total stockholders' equity of $31.8 million.  The company's
December 31 balance sheet also showed strained liquidity with
total current assets of $60.5 million available to pay total
current liabilities of $70 million.

The company posted an accumulated deficit of $10.9 million in
2006, as compared with retained earnings of $9.5 million in the
prior year.

At Dec. 30, 2006, the company's outstanding balance on its credit
facility with lender Manufacturers and Traders Trust Company was
$54 million consisting of the revolving credit facility and its
term loans of $20 million and $34 million, respectively.  The
company's available borrowing capacity under the revolving credit
facility, net of outstanding letters of credit of $1.9 million,
was about $4.3 million at Dec. 30, 2006, and net of outstanding
letters of credit of $1.1 million was about $3.3 million at
Feb. 24, 2007.

                    Covenant Default and Waiver

As of Dec. 30, 2006, the company was in default with the financial
covenants under its credit agreement.  On March 30, 2007, it
received a waiver of the financial covenant defaults.  The company
expects that it will not meet certain of these financial covenants
during 2007, including as of the end of the first quarter of 2007.
The company is discussing with its bank a waiver and amendment of
the financial covenants to align with the company's expected
financial performance during fiscal 2007.

If the company is not successful in obtaining the amendment and
waiver, it will seek to refinance the defaulted debt on new terms.  
If a refinancing cannot be successfully concluded, then, upon
default of the financial covenants, lender could immediately
demand the payment of the bank debt.  If such a demand were made,
the company currently has insufficient funds to pay the debt in
full.  This raises substantial doubt about the company's ability
to continue as a going concern.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d02

                   About Phoenix Footwear

Phoenix Footwear Group Inc., headquartered in Carlsbad,
California, (AMEX: PXG) -- http://www.phoenixfootwear.com/--  
designs, develops and markets a diversified selection of a men's
and women's dress and casual footwear, belts, personal items,
outdoor sportswear and travel apparel and design, manufacture and
market military specification and commercial combat and uniform
boots.  The company's moderate-to-premium priced brands include
Royal Robbins(R) apparel, the Tommy Bahama(R), Trotters(R),
SoftWalk(R), H.S. Trask(R) and Altama(R) footwear lines, and
Chambers Belts(R).  The company's operations are comprised of four
reportable segments, footwear and apparel, premium footwear,
military boot business, and accessories.


RECYCLED PAPER: Moody's Junks Corporate Family Rating  
-----------------------------------------------------
Moody's Investors Service downgraded Recycled Paper Greetings,
Inc.'s corporate family rating to Caa1 from B3, and lowered the
ratings of the company's first and second lien senior secured
credit facilities; the ratings remain under review for possible
downgrade.  The downgrade was prompted by the limited visibility
into the status of the company's current negotiations with its
lenders regarding the proposed amendment of its credit facilities
in order to cure financial covenant violations, as well as the
approaching April 30th due date for the next interest payment
under the credit facilities.  RPG violated the financial covenants
governing its first and second lien credit agreements in the
quarter ended Jan. 26, 2007 and it is currently in discussion with
its lenders to negotiate an amendment.  However, as the company
has not obtained a waiver, it does not have access to its $20
million revolving credit facility and it only has a small cash
balance.  Unless Moody's becomes comfortable that the company will
shortly close on an amendment that will provide adequate near-term
liquidity, including satisfying the upcoming Apr. 30th interest
payment, the ratings will likely be further downgraded.  LGD
assessments are also subject to change.

Ratings downgraded and kept on review for downgrade:

     - Corporate family rating, to Caa1 from B3;

     - Probability-of-default rating, to Caa1 from B3;

     - $20 million first lien senior secured revolving credit  
       facility due 2010, to B2 (LGD3, 31%) from B1 (LGD3, 30%);

     - $117.75 million first lien senior secured term loan due
       2011, to B2 (LGD3, 31%) from B1 (LGD3, 30%);

     - $79.55 million second lien senior secured term loan due
       2012, to Caa3 from Caa2 (LGD5, 85%).

Moody's review will continue to focus on 1) RPG's ability to
secure an amendment to its credit facilities and meet the April
30th interest payment due under these facilities; 2) its ability
to comply with any revised financial covenants and maintain
adequate financial flexibility; 3) its ability to reverse a recent
decline in operating performance; 4) the prospects for future debt
reduction given its high interest expense and material slotting
fees paid to its largest retail customers; and 5) its ability to
grow the business in light of weaker than anticipated sales growth
to date.

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


REDEEMING WORD: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Redeeming Word of Life Church, Inc.
        1030 Pompey Drive
        Baton Rouge, LA 70816

Bankruptcy Case No.: 07-10466

Chapter 11 Petition Date: April 11, 2007

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Pamela G. Magee
                  7922 Wrenwood Boulevard, Suite B
                  Baton Rouge, LA 70809
                  Tel: (225) 925-8770
                  Fax: (225) 924-2469

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
I.F.C. Corp.                                             $20,244
[address not provided]

Chrysler Financial            2005 Dodge Caravan;        $18,670
P.O. Box 9001921              Value of secured   
Louisville, KY 40290          claim: $11,750

Feliciana Bank & Trust Co.    2004 Toyota Tundra;        $14,061
P.O. Box 247                  Value of secured
Clinton, LA 70722             claim: $11,425

Kubota Credit Corp.           Kubota Tractor              $5,430
                              Value of secured
                              claim: $5,000


ROCKAWAY BEDDING: Organizational Meeting Scheduled on April 20
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Rockaway Bedding, Inc.'s chapter 11 case at
11:00 a.m., on April 20, 2007, at the U.S. Trustee's Office, Room
1401, 14th Floor, in Newark, New Jersey.

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

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

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

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

                     About Rockaway Bedding

Based in Randolph, New Jersey, Rockaway Bedding, Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,  
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., at
Duane Morris, LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed estimated assets and debts of $1 million to
$100 million.


SALOMON BROTHERS: Fitch Affirms Low-B Ratings on Four Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these classes of Salomon
Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through
Certificates:

Series 1997-LB4:
    - Class M-3 affirmed at 'AA'

Series 1997-LB6:
    - Classes A-5, A-6 and XS affirmed at 'AAA'
    - Class B-1 affirmed at 'AAA'
    - Class B-2 affirmed at 'A'

Series 1997-NC5:
    - Class M-1 affirmed at 'AAA'
    - Class M-2 affirmed at 'AA'

Series 1998-AQ1:
    - Classes A-5, A-6 and A-7 affirmed at 'AAA'
    - Class B-1 affirmed at 'AA'

Series 1998-NC1:
    - Class A affirmed at 'AAA'
    - Class M-1 affirmed at 'AA+'

Series 1998-NC2:
    - Class M-1 affirmed at 'AA+'

Series 1998-NC3:
    - Classes A-5 and A-6 affirmed at 'AAA'
    - Class M-1 affirmed at 'AA+'
    - Class M-2 affirmed at 'A'
    - Class M-3 affirmed at 'BB+'

Series 1998-NC4:
    - Class M-2 affirmed at 'A'
    - Class M-3 affirmed at 'BBB'

Series 1998-NC6:
    - Class A affirmed at 'AAA'
    - Class M-1 affirmed at 'AA'
    - Class M-2 affirmed at 'A'
    - Class M-3 affirmed at 'BBB'

Series 1998-OPT1:
    - Class M-1 affirmed at 'AA+'

Series 1998-OPT2:
    - Class M-1 affirmed at 'AA+'

Series 1999-NC1:
    - Class M-1 affirmed at 'AAA'
    - Class M-2 upgraded to 'AA' from 'AA-'
    - Class M-3 upgraded to 'A+' from 'A-'

Series 1999-NC2:
    - Class M-2 affirmed at 'AA-'
    - Class M-3 affirmed at 'A'

Series 1999-NC3:
    - Class M-3 upgraded to 'AAA' from 'AA'

Series 1999-NC4:
    - Class M-3 upgraded to 'AAA' from 'A'

Series 1999-NC5:
    - Class M-3 upgraded to 'AAA' from 'A'

Series 2001-1 Group 1:
    - Class AF-3 affirmed at 'AAA'
    - Class MF-1 affirmed at 'A'
    - Class MF-2 affirmed at 'B-', Distressed Recovery rating
        raised to 'DR1' from 'DR2'
    - Class MF-3 upgraded to 'CC/DR2' from 'C/DR5'

Series 2001-1 Group 2:
    - Class MV-1 upgraded to 'AAA' from 'AA+'
    - Class MV-2 upgraded to 'AA' from 'AA-'
    - Class MV-3 affirmed at 'A-'
    - Class MV-4 affirmed at 'BBB-'

Series 2001-NC1:
    - Class M-1 affirmed at 'AAA'
    - Class M-2 affirmed at 'AA-'
    - Class M-3 affirmed at 'BBB'

Series 2001-NC2:
    - Class M-1 affirmed at 'AAA'
    - Class M-2 upgraded to 'AA' from 'AA-'
    - Class M-3 affirmed at 'BBB'

Series 2002-CIT1:
    - Class A affirmed at 'AAA'
    - Class M-1 affirmed at 'AA'
    - Class M-2 affirmed at 'BBB+'
    - Class M-3 affirmed at 'BBB'
    - Class M-4 affirmed at 'BB'
    - Class M-5 affirmed at 'BB-'

Series 2003-UP1:
    - Classes A and M-1 affirmed at 'AAA'
    - Class M-2 affirmed at 'AA'
    - Class M-3 affirmed at 'A'

The affirmations reflect satisfactory credit enhancement
relationship to future loss expectations and affect approximately
$181 million of outstanding certificates, as of the March 2007
distribution.  The upgrades of all the other classes reflect
improvement in the relationship of CE to future loss expectations
and affect about $48 million in outstanding certificates.  The
upgraded classes currently benefit from CE that is approximately 3
to 24 times original CE.

The collateral in the aforementioned transactions consists of 30
year fixed-rate and adjustable-rate mortgages extended to subprime
borrowers secured by first and second liens on one- to four-family
residential properties.  The originators of these loans include
Ameriquest, Long Beach, New Century, Option One, The CIT Group and
Union Planters.  The servicers include Litton Loan Servicing LP
(rated 'RPS1' by Fitch), Ocwen Loan Servicing, LLC (rated 'RPS2'
by Fitch) and Option One Mortgage Corp. (rated 'RPS1' by Fitch).

The transactions are seasoned from a range of 48 months to 115
months and the pool factors (current collateral balance as a
percentage of the initial collateral balance) range from 1% to
23%.  The cumulative losses (as a percentage of the original
collateral balance) range from 1.14% (series 2003-UP1) to 7.10%
(series 2001-1 Group 2).  The 60+ delinquencies (as a percentage
of respective current collateral balances and including loans in
bankruptcies, foreclosure and real estate owned) range from 9.80%
(series 2003-UP1) to 51.57% (series 2001-NC1).


SEA CONTAINERS: Subsidiary Defaults on $151 Million Senior Notes
----------------------------------------------------------------
Sea Containers SPC Ltd., an indirect, non-debtor majority-owned
subsidiary of Sea Containers Ltd., received on March 20, 2007, a
declaration of acceleration from Wachovia Bank, National
Association, and Abelco Finance LLC, holders of all of SPC's
currently outstanding Senior Notes aggregating $151,195,518.

Although the Notes are reflected as debt on its consolidated
balance sheet, Sea Containers clarified in a regulatory filing
with the U.S. Securities and Exchange Commission that it is not
an obligor on, or a guarantor of, the Notes.

The security for the Notes includes:

   (i) the marine and intermodal containers owned by SPC and all
       related rentals and sales proceeds including:

       (a) the rentals payable by GE SeaCo SRL pursuant to a
           Master Lease Agreement dated as of May 1, 1998, as
           amended, pursuant which GE SeaCo leases from Sea
           Containers certain containers owned by SPC; and

       (b) the net revenues received from the leasing to end-user
           lessees of certain other containers which are managed
           by GE SeaCo SRL, pursuant to an Equipment Management
           Agreement dated as of May 1, 1998, as amended;

  (ii) two cash accounts aggregating $5,100,000;

(iii) an indirect pledge of Sea Containers' equity interest in
       SPC; and

  (iv) a pledge of all of the 1,800 GE SeaCo Class B Quotas owned
       by Sea Containers.

The declaration of acceleration asserts that SPC has violated
certain representations, warranties and covenants in the
indenture and certain other transaction documents relating to the
financing.

As of March 26, 2007, Sea Containers said, neither the Note
holders nor the indenture trustee has taken any action to
foreclose on the security for the Notes.  If SPC fails to pay the
Notes following their acceleration, Sea Containers said the rate
of interest on the Notes is increased by 2% per annum.

If an event of default occurs and is continuing under the
indenture upon the delivery of a declaration of acceleration, all
unpaid principal and accrued interest on the Notes then
outstanding becomes immediately due and payable.

Sea Containers and SPC have disputed that an event of default has
occurred.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHREVEPORT DOCTORS: Court Approves Wiener Weiss as Panel's Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Shreveport
Doctors Hospital 2003, Ltd., obtained permission from the U.S.
Bankruptcy Court for the Western District of Louisiana to retain
Wiener, Weiss & Madison, P.C., as its bankruptcy counsel.

The Committee is currently composed of Delta Pathology Group, LLC,
Louisiana Medical Diagnostics d/b/a/ Well Necessities, and
XactiMed.

As the Committee's counsel, Winer Weiss will:

    (a) advise the Committee with respect to its duties,
        responsibilities, and powers in the Debtor's case;

    (b) attend and participate in meetings and negotiations with
        the Debtor, the Debtor's secured lenders and other parties
        in interest and advise and consult on the conduct of the
        case, including all appropriate legal and administrative
        requirements of the Chapter 11 process;

    (c) assist the Committee in investigating and monitoring the
        acts, conduct, assets, liabilities, and financial
        condition of the Debtor;

    (d) advise the Committee with respect to any Plans or proposed
        Plans which may be filed by the Debtor, as well as the
        Debtor's proposals with respect to the prosecution of
        claims against third parties, and all other matters
        relevant to the case or to the formulation of a Plan;

    (e) advise the Committee, if appropriate, with respect to the
        appointment of a trustee or examiner or any other legal
        proceeding involving interests represented by the
        Committee;

    (f) provide expertise with respect to this case and any
        procedural rules and local rules applicable to this case;
        and

    (g) perform other legal services as the Committee may require.

The Committee discloses that the firm's shareholders bill $275 per
hour while associates bill $200 per hour.

To the best of the Committee's knowledge, the firm does not
represent any interest adverse to the Debtor or its estate.

                 About Shreveport Doctors Hospital

Based in Plano, Texas, Shreveport Doctors Hospital 2003, Ltd.,
operates Doctors Hospital of Shreveport, an acute care hospital
located in Shreveport, Louisiana.  The Debtor filed for chapter 11
protection on Feb. 21, 2007, (Bankr. E.D. Tex. Case No. 07-40329).  
On the same date, three creditors filed an involuntary chapter 7
petition against the company (Bankr. W.D. La. Case NO. 07-10415).

On Feb. 22, the Texas Court stayed the company's chapter 11
proceedings pending a decision regarding venue by the Louisiana
Court.  On March 5, 2007, the Louisiana case was converted to a
chapter 11 proceeding.  On March 12, the Texas bankruptcy
proceeding was dismissed.

Deborah D. Williamson, Esq., and Mark E. Andrews, Esq., at Cox
Smith Matthews, represent the Debtor.  When it filed for
protection from its creditors, the company listed estimated assets
and debts between $1 million to $100 million.  The Debtor's
exclusive period to file a chapter 11 plan expires on June 21,
2007.


SHREVEPORT DOCTORS: Charlotte Pennington Appointed as Ombudsman
---------------------------------------------------------------
R. Michael Bolen, the U.S. Trustee for Region 5, appointed
Charlotte M. Pennington as the Chapter 11 Ombudsman for Shreveport
Doctors Hospital 2003, LTD.

The Court entered an order on March 30, approving the U.S.
Trustee's request to have an ombudsman appointed in the Debtor's
chapter 11 case.

Based in Plano, Texas, Shreveport Doctors Hospital 2003, Ltd.,
operates Doctors Hospital of Shreveport, an acute care hospital
located in Shreveport, Louisiana.  The Debtor filed for chapter 11
protection on Feb. 21, 2007, (Bankr. E.D. Tex. Case No. 07-40329).  
On the same date, three creditors filed an involuntary chapter 7
petition against the company (Bankr. W.D. La. Case NO. 07-10415).

On Feb. 22, the Texas Court stayed the company's chapter 11
proceedings pending a decision regarding venue by the Louisiana
Court.  On March 5, 2007, the Louisiana case was converted to a
chapter 11 proceeding.  On March 12, the Texas bankruptcy
proceeding was dismissed.

Deborah D. Williamson, Esq., and Mark E. Andrews, Esq., at Cox
Smith Matthews, represent the Debtor.  When it filed for
protection from its creditors, the company listed estimated assets
and debts between $1 million to $100 million.  The Debtor's
exclusive period to file a chapter 11 plan expires on June 21,
2007.


SOLERA HOLDINGS: Narrow Product Focus Cues S&P to Hold B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Diego, California-based Solera Holdings LLC
(formerly rated as Audatex Holdings LLC).

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '3' recovery rating to the company's proposed $658
million senior secured bank facility, reflecting our expectation
for meaningful (50%-80%) recovery of principal by creditors in the
event of a payment default.  The bank facility will consist of a
$50 million revolving credit facility, due 2012, and two term
loans (one U.S. dollar-based and one Euro-based) totaling $608
million, both due 2014.  The outlook is negative, but will be
revised to positive upon completion of the proposed initial public
offering and bank loan refinancing.
     
Proceeds from the proposed bank facility, along with estimated
proceeds of $460 million from the planned initial public offering
(of which the company will receive about $245 million after fees)
will be used to refinance Solera's existing debt, including a call
premium.  Pro forma operating lease-adjusted leverage will decline
to below 5x from above 6.5x as of December 2006.
      
"The ratings on Solera reflect its relatively narrow product focus
within a mature niche marketplace and a highly leveraged balance
sheet," said Standard & Poor's credit analyst Ben Bubeck.  These
are only partly offset by a largely recurring revenue base,
supported by established customer relationships, and solid
operating margins.
     
Solera is the leading global provider of integrated software,
information, and workflow management systems designed to support
activities within the automotive claims process.  While Solera
holds the second largest market share in the relatively mature
North American market, its strong leadership position outside of
North America supports it leading global market share.  Pro forma
for the proposed transaction, Solera will have approximately
$650 million of operating lease-adjusted total debt.


SOUTHSTAR FUNDING: Files for Chapter 7 Liquidation in Georgia
-------------------------------------------------------------
SouthStar Funding LLC has filed a petition under Chapter 7 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Northern
District of Georgia.

According to the Atlanta Business Chronicle, the company closed on
April 2 after investment banks withdrew support on its loans.

The Chronicle further relates that when it closed, executives said
that the pay and benefits of the company as well as the payment
for its outstanding debts where first priority.

Reuters reports that SouthStar is the U.S. mortgage lender to seek
bankruptcy protection.

New Century Financial Corp., Mortgage Lenders Network USA Inc.,
Ownit Mortgage Solutions LLC, People's Choice Financial Corp. and
ResMae Mortgage Corp., have all filed for chapter 11 protection.

Headquartered in Atlanta, Georgia, SouthStar Funding offers
wholesale financing for the residential, non-conforming mortgage
market.


SOUTHSTAR FUNDING: Voluntary Chapter 7 Case Summary
---------------------------------------------------
Debtor: SouthStar Funding, LLC
        aka Capital Home Mortgage
        400 Northridge Road, Suite 1000
        Atlanta, GA 30350-3312

Bankruptcy Case No.: 07-65842

Type of Business: The Debtor offers mortgage lending services.
                  See http://www.southstar.com/

Chapter 7 Petition Date: April 11, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, GA 30303
                  Tel: (404) 893-3880

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

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


SYNAGRO TECHNOLOGIES: Earns $3.2 Million in Quarter Ended Dec. 31
-----------------------------------------------------------------
Synagro Technologies, Inc. reported net income of $3.2 million for
the quarter ended Dec. 31, 2006.  This compares with a net loss of
$549,000 for the same period in 2005.

Revenue for the quarter ended Dec. 31, 2006, decreased $800,000 to
$89.2 million from $90 million in the comparable period last year.

Commenting on the results of the quarter, the company's chief
executive officer, Robert C. Boucher, Jr. stated, "We are pleased
with our fourth quarter results which include improved results
from ongoing operations.  Our revenue for the quarter, excluding
design build construction revenue, increased 8.3 percent to
$89 million, including a $5.2 million increase in our contract
revenues and a $2 million increase in event revenues.  Design
build revenues decreased $7.6 million compared to the prior year
quarter due to the substantial completion of the Honolulu dryer
facility. "

"Operating income for the quarter totaled $10.7 million compared
to $8.6 million reported in the same period last year.  Net income
for the quarter totaled $3.2 million compared to a loss of
$500,000 reported in the same period last year.  Our earnings
before interest, taxes, depreciation and amortization for the
quarter totaled $16.7 million compared to $14.3 million reported
in the same period last year.  Our Adjusted EBITDA increased to
$17.5 million for the quarter from $15.1 million reported in the
same period last year."

"During the quarter we substantially completed construction of the
Kern composting facility which commenced operations in December
2006.  We also made significant progress on the Woonsocket
incinerator project which is now substantially complete and
expected to start operations in this quarter.  Together, these two
projects are expected to generate in excess of $14 million of
annual operating revenue in 2007."

                   Definitive Merger Agreement

On Jan. 29, 2007, the company announced that it had entered into a
definitive merger agreement to be acquired by The Carlyle Group in
a transaction with a total enterprise value, including the
assumption of debt, of $772 million.  Under the terms of the
merger, Carlyle will acquire all of the outstanding shares of the
company for $5.76 per share in cash, representing a 28.6% premium
based upon the company's closing share price on Jan. 26, 2007.

The proposed merger is subject to the approval of the definitive
merger agreement by the company's stockholders and the
satisfaction of other closing conditions.  The board of directors
of the company has unanimously approved the merger agreement and
recommended that the company's stockholders approve and adopt the
merger agreement and approve the merger.

                      Full-year 2006 Results

Revenue for the year ended Dec. 31, 2006, increased $7.8 million
or 2.3 percent to $345.8 million from $338 million in the prior
year.  Contract revenues increased $16.7 million due primarily to
a $7 million increase in revenue from new facilities, including
the Central Valley compost, Providence Soils dewatering and
Honolulu dryer facilities, a $2.6 million increase related to a
disposal contract that started in the third quarter of 2005, a
$3.6 million increase related to a long-term cleanout project, and
other volume changes.  

Event revenues increased $15.4 million due primarily to
$3.2 million of emergency digester clean-out work, $3.1 million of
soil disposal work, a $1.1 million increase in revenue generated
on a large clean water lagoon clean-out project that is being
completed over a two year period, $7.5 million on several other
large lagoon clean-out projects, and other volume changes.  

Design build construction revenues decreased $23.5 million
primarily due to the decrease in construction revenue from the
Honolulu dryer facility and other construction projects that have
been substantially completed.

Gross profit for the year ended Dec. 31, 2006, increased
$4.1 million to $66.3 million compared to $62.2 million in the
prior year.  Gross profit margins increased to 19.2 percent for
the year ended Dec. 31, 2006, compared to 18.4 percent in the
prior year due to the positive impact of revenue mix changes
associated with the increase in higher margin contract and event
work and the decrease in lower margin design build construction
work, partially offset by expected higher fuel costs, an increase
in repairs and disposal costs, higher insurance claims, and a
$1.4 million increase in depreciation expense.

Operating income for the year ended Dec. 31, 2006, increased
$3.1 million to $34.7 million compared to $31.6 million in the
prior year.  The increase in operating income is primarily due to
the $4.1 million increase in gross profit, an $8 million decrease
in transaction costs and expenses and stock option redemptions and
bonuses, partially offset by a $6.7 million increase in general
and administrative expense and a $2.4 million decrease in gain on
asset sales.  

The increase in general and administrative expense is primarily
due to $2.7 million of non-cash expense for share based
compensation expense related to the issuance of restricted stock
and the implementation of SFAS 123R in January 2006, $900,000 of
costs related to the completion of the 2005 audit, including the
external audit of internal controls over financial reporting
required by Section 404 of the Sarbanes-Oxley Act, a $1.4 million
favorable litigation reserve adjustment that occurred in the
second quarter of 2005, $300,000 of severance costs related to
changes in regional management, and an increase in commissions and
other charges.

Pre-tax income for the year ended Dec. 31, 2006, increased
$23.6 million to $13.6 million from a loss of $10 million reported
for the year ended 2005 due to the $3.1 million increase in
operating income, a $19.5 million decrease in debt extinguishment
costs related to a significant debt and equity offering that
occurred in the second quarter of 2005, and a $900,000 decrease in
interest expense due to lower cost of debt after the
recapitalization.

Provision for income taxes for the year ended Dec. 31, 2006,
increased from a benefit of $300,000 to a provision of
$5.6 million in 2006.  The effective tax rate for 2006 was
approximately 41 percent compared to 3 percent in 2005.  The
increase in the effective tax rate is primarily related to one
time provisions in the prior year for deferred taxes related to an
increase in the expected statutory rates that will be applied when
temporary differences turn in future periods following a legal
entity restructuring, and a tax issue identified during a tax
audit related to net operating loss carryforwards that has been
fully reserved.  

Additionally, the permanent differences for state taxes, meals and
entertainment and similar items that are not deductible for
federal purposes reduced the benefit recognized in 2005 because in
2005 the company reported a loss.  The company's tax provision is
principally a deferred tax provision that will not significantly
impact cash flow since the company has significant tax deductions
in excess of book deductions and net operating loss carryforwards
available to offset future taxable income.

Net income applicable to common stock for the year ended
Dec. 31, 2006, totaled $8 million, compared to a loss of
$19.2 million for the same period in 2005.  There were no
preferred stock dividends in 2006 as all outstanding preferred
stock was retired in connection with the recapitalization in the
second quarter of 2005.

EBITDA for the year ended Dec. 31, 2006, totaled $57.8 million
compared to $34 million in the prior year.  

At Dec. 31, 2006, the company's balance sheet showed
$550.6 million in total assets, $368.5 million in total
liabilities, and $182.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d04

                    About Synagro Technologies

Synagro Technologies Inc. (Nasdaq: SYGR)(ArcaEx: SYGR) --
http://www.synagro.com/-- is a recycler of biosolids and other  
organic residuals in the United States focused exclusively on the
estimated $8 billion organic residuals industry, which includes
water and wastewater residuals.  The company serves more than 600
municipal and industrial water and wastewater treatment accounts
with operations in 33 states and the District of Columbia.  

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Synagro Technologies Inc. to 'B' from 'B+' and removed
the corporate credit rating from CreditWatch where it had been
placed with negative implications on Jan. 30, 2007.  The
outlook is stable.


TEMPUR WORLD: Moody's Withdraws Ba3 Ratings
-------------------------------------------
Moody's Investors Service has withdrawn the ratings of Tempur
Pedic International for business reasons.

These ratings are withdrawn:

     - Corporate family rating of Ba3;
     - Probability of default rating of Ba3

Headquartered in Lexington, Kentucky, Tempur-Pedic is a
manufacturer, distributor and marketer of visco-elastic foam
mattresses and pillows.


THISTLE MINING: Inks Non-Binding Restructuring Plan with Creditors
------------------------------------------------------------------
Thistle Mining Inc. has entered into a non-binding financial
restructuring plan with its major creditors, MC Resources Limited
and Casten Holdings Limited.  The directors hope to request a
restoration of the company's AIM trading facility soon as a
legally binding agreement is concluded.
    
On March 27, 2007, both MC and Casten indicated in writing to
Thistle that they were not willing to defer payments of principal
and interest due on April 1,2007.  The indebtedness due and
payable on April 1, 2007 was estimated at $24.74 million
comprising of $12.371 million owing to MC and $12.369 million
owing to Casten.  Pursuant to the terms of the credit agreements
and related loan notes, failure of Thistle to pay the April 1
payment in full constituted an event of default.  Upon the
occurrence of an event of default, MC and Casten are entitled
under the credit agreements and related loan notes to immediately
accelerate and demand payment of all indebtedness and to enforce
the security that Thistle has granted to MC and Casten, including,
the pledge of shares of Thistle's subsidiaries, including Toowong
Mining BV, which holds a 25.4% equity interest in CGA Mining
Limited.  The estimated total amount of indebtedness owing to
MC and Casten is $51.99 million.
    
On April 10, 2007, Thistle reached agreement with MC and Casten on
the restructuring of debt owing to them.  In addition to being
major creditors, MC and Casten each own 35% of the outstanding
shares of Thistle and as a result are each a "related party" of
Thistle for the purposes of Ontario Securities Commission Rule 61-
501, "Rule 61-501".  

Accordingly, the completion of the Plan will constitute a "related
party transaction" for the purposes of Rule 61-501.  However, for
the reasons outlined, the completion of the Plan is exempt from
the formal valuation and minority shareholder approval
requirements of Rule 61-501 as Thistle is relying on the
"financial hardship" exemption described in Rule 61-501. The Plan
includes:

   a) Transfer of Shares of Thistle's 100% interest in Toowong to
      MC and Casten or transfer of the shares in CGA to MC and
      Casten for $21million.  Toowong holds 40,985,538 CGA shares
      acquired as part of the recent transaction whereby Thistle
      sold its interest in the Masbate project in the Philippines
      to CGA.
    
   b) Assignment of or undertaking to pay when due amounts
      payable to Thistle to MC and Casten for $4.5 million.  Under
      the terms of the CGA Transaction, $1 million and $4 million
      are to be paid to Thistle on dates not later than
      Aug. 20, 2007 and March 20, 2008.  Under the Plan,
      notwithstanding the assignment by Thistle of its right to
      the Deferred Payments to MC and Casten, the sole
      responsibility and liability for any and all CGA claims
      shall remain with Thistle.
   
   c) Commitment to underwrite in full a private placement for
      44.45 million shares at 20 pence per share by both MC and
      Casten at no fee.  The First Private Placement will raise
      $17.3 million before charges.

The First Private Placement is to be made to MC and Casten, pro
rata to their existing shareholdings, and select qualified
investors in the UK.  The 20 pence per share represents the
average Thistle share price between the declaration of the
shareholder approval of the CGA Transaction on March 20, 2007 and  
March 28, 2007.  In the event that no other investors subscribe
for the Thistle common shares pursuant to the First Private
Placement, MC and Casten will each increase their holding in
Thistle from 35% to an estimated 42.35%.  MC and Casten will
satisfy their payment obligations for the subscription of Thistle
shares by converting their principal debt outstanding into such
shares, except that MC and Casten will pay cash to the extent they
are required to fund the use of proceeds.    

The Plan is designed to significantly improve Thistle's financial
position.  After the implementation of the plan, Thistle's
principal business will continue to be the operation of a gold
mine owned by the President Steyn Gold Mine Proprietary Ltd., a
South African subsidiary of Thistle.  The proceeds of the Plan
will be applied as follows:

   a) the $21 million consideration for the transfer of Towoong
      shares or CGA shares and the $4.5 million Deferred Payment
      will be applied to repay the principal amount of outstanding
      CCAA debt owed by Thistle to MC and Casten.  MC and Casten
      of principal debt owing by Thistle as part of the First
      Private Placement will couple the application by Thistle of
      such consideration with the conversion.  The total principal
      amount outstanding as at April 1, 2007 was $39.50 million;
    
   b) $1.586 million of the net proceeds of the First Private
      Placement is intended to be used to replace cash held on      
      deposit and to assume certain bank suretyship and pledge
      obligations that have been provided by Thistle Holdings to   
      Standard Bank of South Africa Limited on behalf of PSGM in
      respect of various trade creditors; and
    
   c) the balance of the net proceeds of the private placement of
      $1.750 million in cash will be used to fund Thistle's
      budgeted working capital requirements for the remainder of
      2007.  While the board of directors of Thistle considered
      the amount raised to be adequate based upon an internal
      assessment of cash flow requirements, it has not obtained an
      independent verification by external auditors of Thistle's
      working capital needs for 2007.
         
Future cash flows are subject to a number of risk factors, the
performance of PSGM, the gold price and ZAR: US dollar exchange
rates.  Depending on these and other factors, the board   
recognizes that it may be necessary for Thistle to raise further
funds during 2007.  There is no assurance that Thistle will be
successful in its future fundraising efforts.  The internal
working capital assessment assumes that gold production from PSGM
for 2007 is anticipated to be 144,000 oz at a cash cost and total
cost of $565 to $575 per oz and $597 to $610 per oz, assuming an
exchange rate of 7.30 South African rand per US dollar.  These
production and cost metrics are comparable to that achieved for
2006.

Following completion of the repayment of the principal debt owed
to MC and Casten, Thistle will continue to owe deferred interest
and fees to MC and Casten which amounts to CDN$6.892 million and
$6.539 million as at the date hereof.  The blended interest rates
for this debt at current exchange rates amounts to 11.33% per
annum.
    
A second private placement is contemplated under the Plan whereby
the consideration for shares shall be paid by MC and Casten by way
of set-off against the Remaining Indebtedness.  The Second
Private Placement is however subject to a change in domicile of
Thistle out of the Province of Yukon, which is expected to be
considered by the shareholders of Thistle at the next shareholders
meeting currently scheduled for July 2007.  The subscription price
of the shares under the Second Private Placement will be equal to
the weighted average closing price per Thistle share on AIM for
the 10 trading days immediately prior to the second business day
prior to the completion of the Second Private Placement.  There is
however no assurance that the Continuance or the Second Private
Placement will be undertaken as the Continuance remains subject to
further analysis by Thistle, MC and Casten.
    
Under the Plan, the payment of the interest on the Remaining
Indebtedness is to be deferred until the earlier of April 1, 2008
and the completion of the Second Private Placement and thereafter
shall be payable quarterly on March 31, June 30, September 30 and
December 31 in each calendar year.  Such interest shall be
compounded quarterly in arrears on March 31, June 30, September 30
and December 31 in each calendar year.  The payment of the balance
of the Remaining Indebtedness is to be deferred until the earliest
of 1 April 2010 or the date of the occurrence of certain events
including:

   a) the sale, disposal, transfer, scheme, plan, consolidation,
      amalgamation, merger, compromise, arrangement, distribution
      or situation of or involving Thistle or all or substantially
      all or a majority of the assets or rights of Thistle and/or
      its subsidiaries or which results in a change in control of
      Thistle;
   
   b) completion of the Second Private Placement or any other
      private placement, rights issue or fund raising;

   c) any event of default in relation to any of the Remaining
      Indebtedness or under any loan or facility agreement to
      which Thistle or any of its subsidiaries is a party from
      time to time;

   d) any legal or other proceedings being commenced against
      Thistle or any of its subsidiaries for the repayment of any
      debt or amount due, or for execution any of its or their
      respective assets, or any corporate action or legal
      proceedings are commenced for the winding-up, dissolution,
      administration, receivership, liquidation, bankruptcy, re-
      organization or similar event relating to or involving
      Thistle, any of its subsidiaries or any of their respective
      revenues, assets or rights; or

   e) any breach, in any material respect, occurring or reasonably
      likely to occur in respect of any of the terms or conditions
      of the Plan.

The completion of the Plan constitutes a "related party
transaction" under Rule 61-501. Thistle is relying on the
"financial hardship" exemptions from the formal valuation and
minority shareholder approval requirements of Rule 61-501. The
Directors, with the exception of any director who is involved in
the transaction as a related party, have each unanimously
determined that (i) Thistle is in serious financial difficulty,
(ii) the terms of the Plan are designed to improve Thistle's
financial position and (iii) the terms of the Plan are
reasonable in the circumstances of Thistle.  The Independent
directors have consulted with the company's nominated adviser and
believe that the Plan is in the best interests of the company and
shareholders as a whole.  If the Plan is not completed, the
Independent Directors believe the company will be unable to
meet its financial commitments as they fall due and consequently
will be unable to continue to trade.  In this event, the Major
Creditors will utilize any legal means necessary, including
appointment of a receiver, liquidator or administrator to realise
upon their security interests.
    
The Plan also constitutes a related party transaction for the
purposes of the AIM rules.  As such, the Independent Directors
have concluded that, after the consultation with the company's
nominated adviser, Grant Thornton, the terms of the Plan are fair
and reasonable insofar as Thistle's shareholders are concerned.  
In giving its advice, Grant Thornton has taken into account the
directors' commercial assessment.
    
Completion of the Plan is subject to certain customary conditions
including but not limited to the execution of definitive
documentation by the parties and receipt of all necessary
approvals, including any required regulatory approvals and
consents of CGA, in each case by April 22, 2007.  In addition,
certain aspects of the Plan may close less than 21 days after the
filing by Thistle of a material change report concerning the Plan
due to Thistle's immediate need for financing in order to carry on
its business and achieve its business objectives.

                       About Thistle Mining

Established in 1996, Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- has spent its time productively  
seeking out special opportunities in the mining sector.  From the
start, the principal focus was on operations with proven reserves.
At present, the company has a geographically diversified portfolio
in two continents - more specifically, in South Africa and in the
Philippines. Thistle Mining's objective is to own or control
reserves of 5 million ounces of gold and to have group production
of 500,000 ounces of gold per annum.

                          Going Concern

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


TNS INC: Posts Net Loss of $6.7 Million in Quarter Ended Dec. 31
----------------------------------------------------------------
TNS Inc. reported a net loss of $6.7 million for the fourth
quarter of 2006, compared with net income of $1.4 million for the
same period of 2005.

Total revenue for the fourth quarter of 2006 increased 13.4% to
$74.4 million from fourth quarter 2005 revenues of $65.6 million.
Gross margin in the fourth quarter 2006 of 48.2% decreased
approximately 550 basis points from fourth quarter 2005 gross
margin of 53.7%.  Included in the fourth quarter of 2006 is
$900,000 in pass-through revenues that are incremental to the
fourth quarter of 2005 and $1.3 million of charges in cost of
network services, including $900,000 related to the impairment of
vending inventory and $400,000 related to severance.  Excluding
these items, fourth quarter gross margin decreased approximately
310 basis points to 50.6%.

Included in expenses for the fourth quarter of 2006 is a pre-tax
charge of $5.7 million, which includes a $2.4 million charge
associated with the impairment of vending-related inventory and
assets, a $1.8 million charge for severance related to the
previously announced cost reduction initiative and a $1.3 million
charge associated with the impairment of one of TNS' equity method
investments.  Excluding the $5.7 million pre-tax charge, fourth
quarter 2006 net loss was $3.1 million.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) before stock compensation expense for the fourth quarter
of 2006 was $14.1 million versus fourth quarter 2005 EBITDA before
stock compensation expense of $16.8 million.  Excluding
$2.8 million related to severance and the impairment of vending-
related inventory, fourth quarter 2006 EBITDA before stock
compensation expense was $16.9 million.  

Henry Graham, chief executive officer, commented, "TNS' 2006
revenues were above the high end of our outlook range and 2006
adjusted earnings per share, excluding non-recurring charges, were
at the midpoint of our outlook range.  Our international services
division's growth was strong, benefiting from increased global
penetration of TNS' unique services suite.  Our financial and
telecommunications services divisions also grew through expanded
sales to existing customers and new customer wins.  In our POS
division, we are working to manage our transitioning profitability
in dial-up services and have accelerated pipeline installations of
our FusionPoint product.  While 2006 was a turbulent year for TNS,
we have emerged with a leaner organization, an energized
workforce, and a very clear corporate emphasis on fundamental
execution.  In 2007, we are focused on capturing our global growth
opportunities through continued product innovation, increased
process discipline and maintenance of our leaner cost structure."

                  Full Year 2006 Financial Review

The company reported that total revenue for the full year 2006
increased 10.5% to $286.2 million from 2005 revenues of
$258.9 million.

Gross margin for the full year 2006 of 48.9% decreased
approximately 410 basis points from 2005 gross margin of 53.0%.  
Excluding $6.3 million in incremental TSD and POS pass-through
revenues and $1.3 million in impairment and severance charges,
gross margin for the full year 2006 decreased approximately 250
basis points to 50.5%.

GAAP net loss for the full year 2006 was $9.9 million, versus 2005
GAAP net income of $5.8 million.

Ed O'Brien, executive vice president and chief financial officer,
commented, "During the fourth quarter, TNS completed the expense
reductions resulting from our comprehensive internal review,
eliminating $9.8 million.  Moving into 2007, we have standardized
company-wide practices of disciplined planning and execution in
order to maintain this leaner structure and deliver on
expectations."

                          About TNS Inc.

TNS Inc. (NYSE: TNS) -- http://www.tnsi.com/-- provides business-
critical, cost-effective data communications services for
transaction-oriented applications and operates through its wholly
owned subsidiary Transaction Network Services Inc.  TNS provides
rapid, reliable and secure transaction delivery platforms to
enable transaction authorization and processing across several
vertical markets and trading communities.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Reston, Virginia-based TNS Inc.  The outlook
remains stable.


TOWER AUTOMOTIVE: Court Approves $1 Billion Sale to Cerberus
------------------------------------------------------------
The Hon. Allen Gropper of the United States Bankruptcy Court for
the Southern District of New York has authorized Tower Automotive
Inc. and its debtor-affiliates to sell substantially all of their
assets for roughly $1,000,000,000 to Cerberus Capital Management,
L.P., subject to higher and better bids, Christopher Scinta at
Bloomberg News reports.

Judge Gropper said the terms of the deal allow competitive
bidding on the company and provide only "modest" protections to
Cerberus in the event a rival bidder makes a better offer for
Tower's assets, according to The Associated Press.

The AP says an auction will be held June 25, 2007, if higher and
better bids are received.  Competing bids are due June 20.

As previously reported, Cerberus will be reimbursed for up to $4
million in expenses and paid a $10 million breakup fee if the
Debtors consummate a sale with a rival bidder.

"The circumstances that would trigger the fee were substantially
limited through recent negotiations with creditors, making it
easier for other investors to bid against Cerberus," Anup Sathy,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, counsel for
the Debtors, said, according to Bloomberg.

The Official Committee of Unsecured Creditors supports the
Cerberus bid.

According to the report, Judge Gropper approved the proposed sale
to Cerberus after the Debtors resolved the objections filed by:

    (a) Silver Point Capital Fund, L.P.;

    (b) Dune Capital Management LP and Caspian Capital Partners,
        LP;

    (c) the unions representing Milwaukee retirees;

    (d) the United Automobile, Aerospace, and Agricultural
        Implement Workers of America, AFL-CIO and the IUE, the
        Industrial Division of the Communication Workers of
        America, AFL-CIO; and

    (e) the Official Committee of Retired Employees

Silver Point, as administrative agent for the lenders under a
Credit Agreement dated May 24, 2004, among R.J. Tower
Corporation, as the Borrower, and Tower Automotive, Inc. as the
Parent Guarantor, objected to the Debtors' request to the extent
it (i) provides any recovery to general unsecured creditors
without the payment, in full and in cash, of any and all claims
due under the Credit Agreement, which are entitled to priority
senior to the claims of general unsecured creditors; (ii)
authorizes the granting of a superpriority administrative expense
claim to Cerberus in violation of the Final DIP Order; or (iii)
seeks to prime the claims of Silver Point and lenders under the
Credit Agreement to proceeds from a transaction.

Dune Capital and Caspian Capital, which holds secured second lien
debt claims, objected to the Debtors' selection of Cerberus as
stalking horse.  Dune Capital and Caspian Capital said the
process by which the Debtors did the selection was somehow
flawed.

The Milwaukee Unions and the Retirees Committee opposed the
Debtors' request to the extent that it could be construed in any
way to impact or impair their rights, or the rights of the
retirees they represent, under the Debtors' prior settlements
with the Unions and the Committee pursuant to Section 1114 of the
Bankruptcy Code.

The UAW and IUE CWA argued that to the extent any provision in
the term sheet between the Debtors and Cerberus would result in
inadequate value to satisfy the Debtors' obligations to Union-
represented retirees, the ultimate terms would have to be
adjusted to make it possible for the Debtors to file a
confirmable Plan.

                Sale Won't Impair Parties' Rights

The Debtors clarified that approval of the sale will not affect
or impair any right, objection, remedy, settlement or claim of
the Milwaukee Unions, the Retirees Committee, and the UAW and
IUE-CWA, or any individual represented by these entities.

The Debtors explained before the Court that they merely seek
approval of procedures for a formal competitive bidding process
carefully designed to maximize recoveries.

Payment of claims will be addressed in the context of a
confirmable Chapter 11 plan, the Debtors pointed out.  They
explained that the proposed sale does not seek to prime the
claims of Silver Point and lenders under the Credit Agreement to
proceeds from a transaction.  Cerberus has also agreed that any
superpriority administrative claims to which it may be entitled
under the Term Sheet are junior to the claims due under the
Credit Agreement.

The Debtors pointed out that the stalking horse selection process
was fair and the process set forth in their request gives them
their best chance to obtain the highest and best bid for their
assets.

Cerberus' bid was also the best choice for a stalking horse based
on the value available for creditors, the limited circumstances
under which a break-up fee and expense reimbursement could be
paid, and the lack of a financing contingency, the Debtors
explained.

                    About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and       
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

(Tower Automotive Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


TOWER AUTOMOTIVE: Exclusive Plan-Filing Period Extended to May 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period during which Tower Automotive Inc. and its
debtor-affiliates may exclusively file a plan or plans of
reorganization through and including May 3, 2007.  The Debtors'
exclusive right to solicit acceptances of the plan is extended
through and including June 29.

If by April 30, 2007, the Debtors have already filed a plan, the
Exclusive Plan Filing Period will be automatically extended
through and including June 6, without further Court order, Judge
Gropper says.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and       
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

(Tower Automotive Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


TRW AUTOMOTIVE: Increases Consideration for Tender Offer
--------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., disclosed that, in connection with the cash
tender offers for its outstanding $825 million 9-3/8% Senior
Notes due 2013, EUR130 million 10-1/8% Senior Notes due 2013,
$195 million 11% Senior Subordinated Notes due 2013 and
EUR81 million 11-3/4% Senior Subordinated Notes due 2013, it
has increased the tender offer consideration for Notes tendered
after March 23, 2007 to equal the amount paid to holders that
tendered and did not withdraw Notes on or prior to the Consent
Date.  

Additionally, the company has extended the expiration date for the
tender offers to purchase the Notes from midnight, New York City
time on April 6, 2007 to midnight, New York City time, on
April 18, 2007, unless extended or earlier terminated.

The additional consideration being offered applies to holders who
tender after the Consent Date, but on or prior to the New
Expiration Date.  The tender offer consideration, excluding
accrued and unpaid interest, for each $1,000 principal amount of
9-3/8% Senior Notes validly tendered during the Extended Offer
Period has been increased from $1,048.26 to $1,078.26.  The tender
offer consideration, excluding accrued and unpaid interest, for
each Euro 1,000 principal amount of 10-1/8% Senior Notes validly
tendered during the Extended Offer Period has been increased from
EUR1,066.69 to EUR1,096.69.

The tender offer consideration, excluding accrued and unpaid
interest, for each $1,000 principal amount of 11% Senior
Subordinated Notes validly tendered during the Extended Offer
Period has been increased from $1,069.86 to $1,099.86.  The tender
offer consideration, excluding accrued and unpaid interest, for
each Euro 1,000 principal amount of 11-3/4% Senior Subordinated
Notes validly tendered during the Extended Offer Period has
been increased from Euro 1,088.44 to Euro 1,118.44.

The company commenced the tender offers on March 12, 2007.
Settlement for all Notes tendered during the Extended Offer Period
is expected to occur promptly following the New Expiration Date.

As of April 3, 2007, tenders and consents had been received with
respect to $820.8 million aggregate principal amount, or 99.4% of
the total outstanding, of the 9-3/8% Senior Notes, Euro 120.5
million aggregate principal amount, or 92.7% of the total
outstanding, of the 10-1/8% Senior Notes, $189.2 million aggregate
principal amount, or 97.0% of the total outstanding, of the 11%
Senior Subordinated Notes, and  Euro 78.9 million aggregate
principal amount, or 97.1% of the total outstanding, of the 11-
3/4% Senior Subordinated Notes.

On March 26, 2007, TRW Automotive Inc. executed supplemental
indentures with The Bank of New York, as trustee, effectuating
proposed amendments to the indentures governing each series of
Notes to eliminate substantially all of the covenants and certain
events of default and to modify the provisions relating to
defeasance, all as described in the Offer to Purchase and Consent
Solicitation Statement dated March 12, 2007.  The settlement for
the early tender of such Notes was on March 26, 2007.

Lehman Brothers Inc., Lehman Brothers International (Europe), Banc
of America Securities LLC, Banc of America Securities Limited,
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch,
Goldman, Sachs & Co. and Merrill Lynch & Co. are each acting as a
Dealer Manager and Solicitation Agent for the tender offers and
the consent solicitations.

The Depositary is The Bank of New York and the Information Agent
is Global Bondholder Services Corporation.

Requests for documentation should be directed to:

   a) Global Bondholder Services Corporation
      Tel: (866) 924-2200

   b) The Bank of New York
      Attention: William Buckley
      7 East, 101 Barclay Street
      New York, NY 10286
      Tel: (212) 815-5788
      Fax: (212) 298-1915  

   c) The Bank of New York (Luxembourg) S.A.
      1A, Hoehenhof, L-1736 Senningerberg
      Aerogolf Center, Luxembourg
      Tel: +(352) 34 20 90 5637

Questions regarding the tender offers and the consent
solicitations should be directed to:

   Lehman Brothers
   Tel: (800) 438-3242 (toll- free), or
        (212) 528-7581 (collect)

                     About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 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.


U.S. ENERGY: Files Schedules of Assets and Liabilities
------------------------------------------------------
U.S. Energy Biogas Corporation delivered to the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule                 Assets       Liabilities
     ----------------                 ------       -----------
  A. Real Property                        
  B. Personal Property           $35,472,663
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $90,168,171
  E. Creditors Holding
     Unsecured Priority Claims                              
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                            $81,998
                                 -----------       -----------
     Total                       $35,472,663       $90,250,169

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.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of $35,472,663 and debts of $90,250,169.


UNITED RENTALS: Board Exploring Strategic Alternatives
------------------------------------------------------
United Rentals Inc.'s board of directors commenced a process
to explore the possible sale of the company to maximize
shareholder value.  The company does not expect to disclose
further developments regarding the process until its board
of directors has completed its evaluation.

The company has retained UBS Investment Bank and Credit Suisse
to act as financial advisors.

The company said that there is no assurance that the exploration
of alternatives will result in a transaction.

                      About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company,   
withan integrated network of more than 760 rental locations in
48states, 10 Canadian provinces, and Mexico.  The company's
12,000 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others. The company
offers for rent over 20,000 classes of rental equipment.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and
the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United
Rentals Inc.'s corporate credit, on CreditWatch with developing
implications after the company's announced that it is exploring
strategic alternatives, which could include the sale of  the
company.


UNITED RENTALS: CEO Wayland Hicks to Retire
-------------------------------------------
United Rentals Inc. disclosed that Wayland R. Hicks, 64, will
retire as chief executive officer effective at the annual
shareholders' meeting on June 4, 2007, and will continue to serve
on the board as vice chairman.  Mr. Hicks will be succeeded by
Michael J. Kneeland as interim chief executive officer.

"We deeply appreciate Wayland's significant contributions over
the past decade and the leadership he has demonstrated," Bradley
S. Jacobs, chairman of United Rentals, said.  "We are fortunate
that Wayland will continue to serve on our board and offer his
insights as we take this process forward."

"We're pleased that the position of interim chief executive
officer will be filled by Michael Kneeland, who has been with the
company since 1998," Mr. Jacobs added.  "Mike has more than 25
years of experience in the equipment rental industry and is
extremely knowledgeable about our operations and markets."

At present, Mr. Kneeland serves as the company's executive vice
president and chief operating officer.

                      About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company,   
withan integrated network of more than 760 rental locations in
48states, 10 Canadian provinces, and Mexico.  The company's
12,000 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others. The company
offers for rent over 20,000 classes of rental equipment.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and
the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United
Rentals Inc.'s corporate credit, on CreditWatch with developing
implications after the company's announced that it is exploring
strategic alternatives, which could include the sale of  the
company.


USEC INC: Moody's Junks Rating on Senior Notes
----------------------------------------------
Moody's Investors Service downgraded USEC Inc.'s corporate family
rating to B3 from B1 and downgraded the rating on the company's
senior unsecured debt to Caa2 from B3.  The rating outlook is
negative.  This concludes Moody's review of USEC, which was placed
under review for possible downgrade on Feb. 15, 2007.

The B3 corporate family rating reflects the anticipated
deterioration in USEC's 2007 performance driven principally by
higher electrical costs, increases in the price for low enriched
uranium purchased from Russia under the Megatons to Megawatts
program, and substantive increases in the necessary spending to
continue to advance the American Centrifuge project.  The rating
also considers further earnings pressure as USEC's natural uranium
inventories (most of which were received from the DOE at the time
of the company's privatization in mid-1998) will deplete in 2007
and 2008, thereby eliminating what has been a substantive source
of cash flow in recent years.

The corporate family rating also incorporates the risks associated
with USEC's ability to arrange long-term financing for the
American Centrifuge project, as well as substantial completion
risk associated with the project.  The company indicates that it
continues to explore various financing alternatives including
investment or participation by a third party and/or the US
government, and vendor financing.  The sizable investment for the
project, approximately $2 billion excluding financing costs and
contingencies, will begin to impact USEC's cash flow and liquidity
in 2007.  In Moody's opinion, the probability for project delays
and cost overruns is high.

Further areas of concern that are factored into the rating include
increasing liquidity requirements given USEC's need to provide
financial assurances (some of which require cash or other forms of
collateral) to various constituents and vulnerability of the
company's government contracts to ongoing appropriation
requirements by Congress.  In addition, USEC faces increasing
challenges from a changing competitive landscape as construction
has begun on Louisiana Energy Services' new uranium enrichment
plant in New Mexico.  This plant is expected to commence
operations prior to the current start-up target date for American
Centrifuge, which has been delayed by approximately one year.

The negative outlook reflects the following: a) until USEC has a
less costly production process, its earnings are likely to
continue to deteriorate, b) cash flow will be increasingly
negative due to earnings contraction and significant increases in
funding for American Centrifuge, c) various milestone dates with
the DOE concerning the American Centrifuge project have passed,
increasing uncertainty, and d) the project costs have increased to
an estimated $2.3 billion ($371 million spent through December
2006), project construction has been delayed, and no financing
plans are currently in place.

The B3 corporate family rating acknowledges that the market demand
and price environment for separative work units (SWUs) and uranium
remain favorable and consider USEC's position in the global
marketplace for supplying fuel to nuclear reactors. USEC produces
approximately 5 million SWU per year at its Paducah, Kentucky
plant using gaseous diffusion technology, an energy intensive
process, and purchases approximately 5.5 million SWU per year as
the exclusive executive agent for the US government under the
Megatons to Megawatts agreement between the US and the Russian
governments.  These latter purchases are based upon a discount
from an index incorporating international and US prices. The
indexed prices are increasing more rapidly than average selling
prices, contributing to earnings pressure and margin contraction.
USEC is obtaining higher SWU prices on its new and renewal sales
contracts, but the average selling price is not keeping pace with
higher power costs at the Paducah facility.  USEC currently has a
one-year power contract with TVA that expires in June 2007.  Under
this contract, electricity costs increased about 50% over prior
year costs.  USEC is currently in negotiations with TVA for a new
power agreement.  Moody's believes that, at best, prices will not
materially increase from those experienced in recent years and
that energy will continue to run at least 60% to 70% of production
costs.

In addition, increased spending on the American Centrifuge project
is expected to be $340 million in 2007, of which $130 million is
expected to be expensed.  The amount expensed is predicated upon
meeting certain NRC requirements including provisioning of
financing as yet uncompleted. Based on these assumptions, the
company expects a net loss between $10 million and $20 million in
2007, and negative cash flow between $65 million and $75 million.

Downgrades:

Issuer: USEC Inc.

    - Probability of Default Rating, Downgraded to B3 from B1

    - Corporate Family Rating, Downgraded to B3 from B1

    - Senior Notes, Downgraded to Caa2, LGD5, 84% from B3,
      LGD 5, 75%

Outlook Actions:

Issuer: USEC Inc.

    - Outlook, Changed To Negative From Rating Under Review

Headquartered in Bethesda, Maryland, USEC had revenues of
$1.8 billion in 2006.


USI HOLDINGS: Offering $425 Million of Senior Notes
---------------------------------------------------
USI Holdings Corporation will offer, and issue $225 million of
senior notes due 2014, and $200 million aggregate principal amount
of senior subordinated notes due 2015.  

As reported, USI Holdings will merge with Compass Acquisition
Holding Corp.  USI Holdings will become a subsidiary of Compass
after the merger.

In addition, USI Holdings reported that the net proceeds from the
offering of the notes, together with other financing, will be used
to finance the merger and related transactions.

                         About USI Holdings

Headquartered in Briarcliff Manor, New York, USI Holdings
Corporation -- http://www.usi.biz/-- distributes insurance and  
financial services to businesses in United States.  The company
operates 66 offices in 18 states.

                          *     *     *

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.


USI HOLDINGS: To Refinance Senior Secured Credit Facility
---------------------------------------------------------
USI Holdings Corporation intends to refinance its existing
senior secured credit facilities with a new senior secured credit
facility consisting of a $525 million senior secured term loan and
a $100 million senior secured revolving credit facility.

The company will be the borrower under the senior secured credit
facility.  The net proceeds from the senior secured term loan,
together with other financing, will be used to finance the merger
transaction.

As reported, Compass Acquisition Holding Corp. will merge with
USI Holdings, but the senior secured revolving credit facility
will not be drawn in connection with the merger.  After the
merger, USI Holding will be a subsidiary of Compass Acquisition.

                       About USI Holdings

Headquartered in Briarcliff Manor, New York, USI Holdings
Corporation -- http://www.usi.biz/-- distributes insurance and  
financial services to businesses in United States.  The company
operates 66 offices in 18 states.

                          *     *     *

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.


VENETIAN MACAO: Moody's Rates $600 Million Term Loan at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Venetian Macao
Limited's incremental $600 million funded term loan and
incremental $200 million revolver.  VML's existing B1/LGD-3-34
secured bank loan ratings, B1 corporate family rating, and B2
probability of default were affirmed.  The ratings outlook is
stable.

VML's funded senior secured term loan will now total $1.8 billion
and mature in 2011.  The company's revolver, which also matures in
2011, now totals $700 million.  There were no outstanding
borrowings under the revolver as of Dec. 31, 2006.  Proceeds from
the expanded term loan, along with VML's operating cash flow and
$700 million of delay draw term capacity will be used to fund
significant development activity on the Cotai StripT including the
completion of the Venetian Macao Resort which is scheduled to open
in late summer 2007.

VML's ratings take into account that, although its debt capacity
has increased, and bank loan covenants with respect to use of
proceeds, capital spending amounts and permitted investment
baskets were relaxed earlier this year pursuant to the first
amended bank agreement, the company's operating results and
returns have significantly exceeded expectations when VML was
initially rated.  The ratings also acknowledge VML's restricted
group financing structure.

The stable outlook acknowledges the significant amount of
additional debt funding that will be required to fund the design,
development, construction, and pre-opening costs for the Venetian
Macao Resort and other projects on the Cotai StripT.  In total,
development spending is expected to be about $4.0 billion through
the end of 2008, and although a considerable amount of projected
free cash flow from the highly successful Sands Macao will be used
to fund this development, peak leverage during construction is
expected to reach almost 7.0x.  The outlook also anticipates a
rapid ramp-up of Venetian Macao in 2008, further long-term
improvement in operating results from the Sands Macao, and
continuation of favorable demographic, customer spending, and
supply demand trends in Macao.

Ratings improvement is limited at this time because of VML's
considerable development activity over the next few years.  
Ratings improvement is also limited by VML's increased ability to
invest inside and outside of its restricted group structure as a
result amendments to its bank agreement.  Although not expected at
this time, negative operating trends or significantly slower
revenue and cash flow growth, coupled with slower than expected
ramp-up at Venetian Macao once it opens later this year, could
have a negative ratings impact.

Venetian Macao Limited is a wholly-owned subsidiary of Las Vegas
Sands Corporation.  VML owns the Sands Macao in the People's
Republic of China Special Administrative Region of Macao and is
also developing additional casino hotel resort properties in
Macao.  Net revenue for the fiscal year-ended Dec. 31, 2006 was
about $1.28 billion.  In addition to VML, Las Vegas Sands Corp.
owns The Venetian Resort Hotel Casino and the Sands Expo and
Convention Center in Las Vegas.  Consolidated net revenue for LVSC
was about $2.2 billion.


VENTAS INC: Boosts Sunrise Bid to $1.97 Billion
-----------------------------------------------
Ventas Inc. increased its bid by 10% for Sunrise Senior Living
REIT, the Wall Street Journal reports.

As reported in the Troubled Company Reporter on Jan. 16, 2007, the
company reached an agreement with Sunrise for CDN$15 per unit for
a total value, including debt, of CDN$2.1 billion or approximately
$1.8 billion.

WSJ relates that under a revised purchase agreement, the company
will now pay CDN$16.50 or $14.39 per unit, increasing the total
value to $1.97 billion, including approximately $700 million in
debt.

According to the report, Sunrise Chairman Michael Warren was
pleased with the new offer and disclosed that Sunrise's board
recommend approval of the offer.

Sunrise's unitholders is set to vote on the proposal on April 19.

                           About Ventas

Headquartered in Louisville, Kentucky, Ventas, Inc. (NYSE:VTR) --
http://www.ventasreit.com/-- is a healthcare real estate
investment trust that is the nation's largest owner of seniors
housing and long-term care assets.  Its portfolio of properties
located in 42 states includes independent and assisted living
facilities, skilled nursing facilities, hospitals and medical
office buildings.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services revised its outlook on Ventas
Inc. to positive from stable.  At the same time, the 'BB+'
corporate credit and senior note ratings were affirmed for Ventas,
its operating partnership, Ventas Realty L.P., and Ventas Capital
Corp.  The rating actions affected roughly $1.5 billion in senior
notes.

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Moody's placed a Ba2 rating on $230 million of 3-7/8% Convertible
Senior Notes issued by Ventas, Inc., the REIT holding company of
Ventas Realty Limited Partnership and Ventas Capital Corporation.
Moody's also rates Ventas, Inc.'s senior debt shelf at Ba3.


VERTIS INC: December 31 Balance Sheet Upside-Down by $550.1 Mil.
----------------------------------------------------------------
Vertis Inc. posted total stockholders' deficit as of Dec. 31,
2006, amounting to $550.1 million, resulting from total assets of
$844.7 million and total liabilities of $1.4 million.  The
company's December 31 balance sheet also showed strained liquidity
with total current assets of $224.2 million available to pay total
current liabilities of $264.8 million.  During the year 2006, the
company's accumulated deficit totaled $953.1 million, as compared
with an accumulated deficit during the year 2005 of $926.9
million.

The company generated almost flat revenues for the years ended
Dec. 31, 2006, and 2005 amounting to $1.5 billion.  Revenues for
2006 decreased $1.4 million from revenues for 2005.  Net loss for
the year ended Dec. 31, 2006, decreased to $26.2 million, from net
loss for the year ended Dec. 31, 2005, of  $173.2 million.  Lower
net loss for 2006 was due to the income from discontinued
operations of $21.6 million.  The company had a loss from
discontinued operations of $143.4 million in 2005.

For the year ended Dec. 31, 2006, the company's consolidated costs
of production increased $19.8 million, from $1.1 billion in 2005
to $1.2 billion in 2006.  Selling, general and administrative
expenses decreased $6.5 million, for the year ended Dec. 31, 2006,
from $149.4 million in 2005 to $142.9 million in 2006.  Interest
expense, net increased $2.2 million, for the year ended Dec. 31,
2006, from $128.8 million in 2005 to $131 million in 2006.

The company funds operations, acquisitions and investments with
internally generated funds, revolving credit facility borrowings,
and sales of accounts receivable and issuances of debt.  The
company has debt instruments that mature in 2008 and 2009 in the
amounts of $112.9 million and $993.5 million, respectively.  Cash
and cash equivalents as of Dec. 31, 2006, were $5.7 million, up
from $1.8 million in 2005.

                         Credit Facility

At Dec. 31, 2006, the company had about $90.8 million available to
borrow under its Credit Facility, its primary source of funds.  In
May 2006, the company amended its Credit Facility allowing for an
increase in the maximum availability from $200 million to
$220 million.  Under this amendment, the availability under the
Credit Facility would have decreased in stages based on a schedule
set forth by the Credit Facility agreement, ultimately reaching
$200 million by Dec. 31, 2007.  In March 2007, the company amended
the Credit Facility to provide that the maximum availability under
the Credit Facility will increase to $250 million until the Dec.
22, 2008, maturity date.  Under the amended Credit Facility, up to
$200 million consists of a revolving credit facility and the
remaining $50 million represents a term loan.  

Under the Credit Facility, the company is required to maintain
EBITDA of $160 million on a trailing 12-month basis as of Dec. 31,
2006.  As of Dec. 31, 2006, the company was in compliance with all
of its covenants, financial or otherwise.  Under the March 2007
amendment to the Credit Facility, the EBITDA required under the
covenant is $125 million on a trailing 12-month basis.  While the
company currently expects to be in compliance in future periods,
there can be no assurance that it will continue to meet the
minimum EBITDA required under the covenant.  Based upon the latest
projections for 2007, including results from January and February,
the company believes it will be in compliance in the upcoming
year.

                Acquisition and Sale of Businesses

On May 31, 2006, the company acquired USA Direct for $21 million
in cash.  USA Direct Inc. is a full-service provider of direct
marketing services based in York, Pennsylvania.

On Sept. 8, 2006, the company entered into an agreement to sell
its fragrance business, which included two presses and the
company's fragrance lab and microencapsulation facility, all of
which were located in one of its Direct Mail facilities.  As of
Dec. 31, 2006, the company received proceeds of $41.1 million
related to the sale of its fragrance business, and estimates the
total proceeds from the sale to be $42.1 million, including the
$1 million of proceeds held in escrow at year-end.

                    2006 Restructuring Program

In 2006, the company began a restructuring program, which included
reductions in work force of 537 employees and the closure of an
advertising inserts production facility, one inserts sales office,
one direct mail fulfillment facility and two premedia production
facilities.  All approved restructuring actions under the 2006
Program were completed as of Dec. 31, 2006.  Costs associated with
approved restructuring actions were $16 million, all of which were
recorded in 2006.  Cost savings achieved in 2006 as a result of
the 2006 Program were about $18.9 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1d11

                         About Vertis Inc.

Vertis Inc., a wholly owned subsidiary of Vertis Holdings, --
http://www.vertisinc.com/-- is a marketing partner to a number of  
clients, including several Fortune 500 companies.  It offers
consulting, creative, research, direct mail, media, technology and
production services.

                           *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Standard & Poor's Ratings Services placed its ratings on Vertis
Inc., including the 'B-' corporate credit rating, on CreditWatch
with negative implications.


VI-JON INC: High Debt Leverage Cues S&P to Affirm B Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on St. Louis, Missuori-based Vi-Jon Inc.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Vi-Jon's planned first-lien bank loan
facilities, consisting of a $210 million senior secured term loan
B facility and a $30 million secured revolving credit facility.  
The first-lien facilities were rated 'B', with a '3' recovery
rating indicating an expectation of meaningful (50%-80%) recovery
of principal in the event of a payment default.
     
"The ratings on Vi-Jon reflect its participation in the highly
competitive personal care segment of the consumer products
industry, high debt leverage, and customer concentration," said
Standard & Poor's credit analyst Bea Chiem.  "These risks are
mitigated somewhat by the company's leading position as a private-
label manufacturer, its established relationships with key
retailers, and early success in integrating Cumberland Swan into
its operations."


VIEW SYSTEMS: Files Restated 2006 Third Quarter Financials
----------------------------------------------------------
View Systems Inc. filed with the Securities and Exchange
Commission its restated financial statements for the third quarter
ended Sept. 30, 2006, on March 26, 2007, to reflect amortization
expenses of certain licenses, which the company previously
determined as having an indeterminable life and therefore not
amortizable.

As a result of the regulatory review by the Securities and
Exchange Commission, it was determined that the licenses did have
definite lives since they were linked economically to the
underlying patents for which the licenses were awarded.  Therefore
the cost of the licenses was subject to amortization.  
Accordingly, the financial statements have been restated to
reflect the effects of annual amortization expense of $104,958.

View Systems Inc. reported a net loss of $225,437 on net revenues
of $177,950 for the third quarter ended Sept. 30, 2006, as
restated, compared with a net loss of $296,512 on net revenues of
$338,941 for the same period ended Sept. 30, 2005.

The company experienced a decline in net revenues for each quarter
of 2006.  Cost of sales was approximately 51.0 % of net revenues
for the three month period ended Sept. 30, 2006, compared to  
32.2% of net revenues for 2005 third quarter.  Cost of sales as a
percentage of net revenues increased in the 2006 third quarter  
due to lower economy of scale factors.  

Total operating expense decreased in the 2006 third quarter
compared to the 2005 third quarter, primarily due to decreased
engineering fees and no recognition of compensatory expense from
the issuance of shares for services in the 2006 third quarter.  
The company relies on independent contractors to provide services
and issues shares of its common stock for services rather than
deplete its cash.  When shares are issued for services the company
recognizes a compensatory expense.   

Interest expense increased to $10,725 in the 2006 third quarter
from interest expense of $2,961 in the prior period quarter.

At Sept. 30, 2006, the company's balance sheet showed $1,770,098
in total assets, $1,357,399 in total liabilities, and $412,699 in
total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $331,884 in total current assets available
to pay $1,357,399 in total current liabilities.

Full-text copies of the company's restated consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1d12

                       Going Concern Doubt

Chisholm, Bierwolf & Nilson LLC in Bountiful, Utah, expressed
substantial doubt about View Systems Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditing firm
pointed to the company's ongoing operating losses and lack of
financing commitments in place to meet expected cash requirements.

                        About View Systems

View Systems Inc. (OTC BB: VYST.OB) -- http://www.viewsystems.com/
-- develops and markets computer software for security
surveillance applications.  Its product line also includes a
concealed weapons detection system and a hazardous material first
response wireless video transmitting system.  The company acquired
exclusive licenses to manufacture, use, sub-license and distribute
technology and processes for the concealed weapons detection
technology and the first response wireless video transmitting
system from Bechtel BWXT Idaho, LLC.


WAMU MORTGAGE: Moody's Puts Low-B Ratings on Three Certificates
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
WMALT Series 2007-OA3, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by adjustable-rate, negatively
amortizing Alt-A mortgage loans originated by Washington Mutual
Mortgage Securities Corp., Washington Mutual Bank, and MortgageIT,
Inc.  The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.  Moody's expects
loan group 1 and loan group 2 collateral losses to range from
1.00% to 1.20% collectively and loan group 3, loan group 4 and
loan group 5 collateral losses to range from 0.95% to 1.15%
collectively.

Washington Mutual Bank and Countrywide Home Loans, Inc. will
service the loans and Washington Mutual Mortgage Securities Corp.
will act as master servicer.  Moody's has assigned Countrywide
Home Loans, Inc. its top servicer quality rating of SQ1 as a
primary servicer of prime loans.  Furthermore, Moody's has
assigned Washington Mutual Mortgage Securities Corp. its servicer
quality rating of SQ2+ as master servicer.

The complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates Series 2007-OA3
        Trust

Securities: WaMu Mortgage Pass-Through Certificates, WMALT Series
            2007-OA3

     Cl. 1A, Assigned Aaa
     Cl. 2A, Assigned Aaa
     Cl. 3A, Assigned Aaa
     Cl. 4A-1, Assigned Aaa
     Cl. 4A-2, Assigned Aaa
     Cl. 4A-B, Assigned Aaa
     Cl. 5A, Assigned Aaa
     Cl. CA-1B, Assigned Aaa
     Cl. CA-1C, Assigned Aaa
     Cl. DA-1B, Assigned Aaa
     Cl. DA-1C, Assigned Aaa
     Cl. CX-1, Assigned Aaa
     Cl. CX-2-PPP, Assigned Aaa
     Cl. EX-PPP, Assigned Aaa
     Cl. FX, Assigned Aaa
     Cl. 5X-PPP, Assigned Aaa
     Cl. L-B-1, Assigned Aa1
     Cl. L-B-2, Assigned Aa1
     Cl. L-B-3, Assigned Aa1
     Cl. L-B-4, Assigned Aa1
     Cl. L-B-5, Assigned Aa2
     Cl. L-B-6, Assigned Aa3
     Cl. L-B-7, Assigned A1
     Cl. L-B-8, Assigned A1
     Cl. L-B-9, Assigned A2
     Cl. L-B-10, Assigned Baa1
     Cl. L-B-11, Assigned Baa3
     Cl. L-B-12, Assigned Ba1
     Cl. M-B-1, Assigned Aa1
     Cl. M-B-2, Assigned Aa1
     Cl. M-B-3, Assigned Aa1
     Cl. M-B-4, Assigned Aa2
     Cl. M-B-5, Assigned A2
     Cl. M-B-6, Assigned Baa1
     Cl. M-B-7, Assigned Baa3
     Cl. M-B-8, Assigned Ba2
     Cl. M-B-9, Assigned B2
     Cl. R, Assigned Aaa


WESTERN REFINING: FTC Suit Cues S&P's Negative CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on El
Paso, Texas-based petroleum refining and marketing company Western
Refining Inc. on CreditWatch with negative implications, following
the announcement that the U.S. Federal Trade Commission would sue
to block Western's acquisition of Giant Industries Inc.  At the
same time, the ratings on Scottsdale, Arizona-based Giant
Industries were affirmed.
     
The action is based on the assumption that a merger with Giant
would decrease competition in the Southwestern U.S. market for
light products, at a time when higher fuel production at Giant's
New Mexico refineries should increase supplies.
      
"The CreditWatch listing on Western Refining," said Standard &
Poor's credit analyst Paul B. Harvey, "reflects the possibility
for negative rating actions if the merger of Western and Giant
Industries is terminated."


WILLOWS ON CLARK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Willows on Clark Limited Partnership
        Management Office
        435 Clark Road
        Gary, IN 46406

Bankruptcy Case No.: 07-20852

Type of Business: The Debtor is engaged in the apartment business.

Chapter 11 Petition Date: April 11, 2007

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Gordon E. Gouveia
                  433 West 84th Drive
                  Merrillville, IN 46410
                  Tel: (219) 736-6020
                  Fax: (219) 736-2545

Estimated Assets: $3,524,836

Estimated Debts:  $6,546,506

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


* BOOK REVIEW: Building American Cities: The Urban Real Estate
               Game
--------------------------------------------------------------
Author:     Joe R. Feagin and Robert E. Parker
Publisher:  Beard Books
Paperback:  332 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981483/internetbankrupt


This book is a volatile story of social conflict that rends the
very fabric of our society, but in the end gives shape to our
urban centers.

This second edition is the startling story of how American cities
emerge, grow, change, contract, decay, and become resuscitated.

With keen insight, the authors analyze urban social processes,
such as population migration to suburbia and the effect of foreign
capital investment on U.S. real estate ventures.

Examining patterns in the location, development, financing, and
construction decisions of small and large corporations, the book
looks at the interplay of industrial and development corporations
with various levels of government.

In addition to political aspects, it reflects on the social costs
of unbridled urban growth and decline, pollution, wasted energy,
congestion, and the negative impact on minorities.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Nikki Frances S. Fonacier, Tara Marie A. Martin, and Peter A.
Chapman, Editors.

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

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

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

                    *** End of Transmission ***