TCR_Public/070424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, April 24, 2007, Vol. 11, No. 96

                             Headlines

ACE SECURITIES: Moody's Downgrades Ratings on Four Certificates
ADVANCED MICRO: Posts $611 Million Net Loss in Qtr Ended March 31
ADVANTA CAPITAL: Improved Profitability Cues Moody's to Up Ratings
AFFILIATED COMPUTER: Darwin Deason Increases Bid to $62 per Share
AFINSA BIENES: Hearing on Chapter 15 Petition Scheduled Tomorrow

AGRICORE UNITED: Revised Offer Cues S&P to Retain Developing Watch
ATLANTIC EXPRESS: Proposes $165 Million Senior Sec. Notes Offering
BANC OF AMERICA: S&P Holds Low-B Ratings on Two Class Certificates
BANKUNITED FINANCIAL: Fitch Rates $160 Million Senior Notes at BB+
BEST BRANDS: Waiver Request Cues S&P's Negative CreditWatch

CALPINE CORP: Resolves Acadia Power Plant Issue with Cleco Corp.
CAPROCK HOLDINGS: S&P Rates Proposed $190 Million Facilities at B
CARITOR INC: Moody's Rates $690 Million Credit Facilities at B1
CARITOR INC: S&P Rates Proposed $690 Million Senior Loan at BB-
CATHOLIC CHURCH: Court OKs AlixPartners as Davenport Claims Agent

CATHOLIC CHURCH: Court Confirms Portland's 3rd Amended Plan
CATHOLIC CHURCH: San Diego Gets Interim Nod on $14MM DIP Financing
CATHOLIC CHURCH: Spokane Delivers Voting Results on Joint Plan
CHINA RECYCLING: Losses Prompt Zhong Yi's Going Concern Doubt
CIENA CORP: Continued Growth Prompts S&P's Positive Outlook

CITICORP MORTGAGE: Fitch Holds B Rating on Class B5 Certificates
CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on Two Certificates
CITY CAPITAL: De Joya Griffith Raises Going Concern Doubt
CLEAR CHANNEL: Declares Quarterly Cash Dividend on Common Stock
CLECO CORP: Resolves Acadia Power Plant Issue with Calpine Corp.

CONTINENTAL AIRLINES: Earns $22 Million in Quarter Ended March 31
COUNTRYWIDE ASSET: Fitch Cuts Rating on Four Class Certificates
COUNTRYWIDE ASSET: Fitch Takes Various Rating Actions on 13 Issues
CRESTED CORP: Moss Adams Expresses Going Concern Doubt
CSFB HOME: S&P Junks Ratings on Six Certificate Classes

CUZZ-ACRES-ORANGE: Case Summary & 10 Largest Unsecured Creditors
CWALT INC: Fitch Puts Ratings on 16 Classes Under Watch Negative
D&E LIMITED: Voluntary Chapter 11 Case Summary
DAIMLERCHRYSLER AG: Employees Propose 70% Ownership of Chrysler
DAIMLERCHRYSLER AG: UAW Talks with Tracinda but Prefers Magna

DELTA AIR: Judge Hardin Approves $2.5 Billion Exit Financing
DELTA AIR: Files Joint Plan of Reorganization Supplements
DELTA AIR: Various Parties Object to Plan Confirmation
DELUXE ENTERTAINMENT: Moody's Rates $585MM First-Lien Loan at B1
DIVERSIFIED ASSET: Fitch Junks Rating on $22.2MM Class B-1L Notes

DURA AUTOMOTIVE: Inks Technical Alliance with India's Aditya Auto
ENERGY PARTNERS: Prices Terms of 8-3/4% Senior Notes Tender Offer
FIRST FRANKLIN: Moody's Downgrades Ratings on Five Certificates
FOOT LOCKER: Offers to Buy Genesco for $1.2 Billion in Cash
FOOT LOCKER: Proposed Acquisition of Genesco's Shares Gets Snubbed

FOOT LOCKER: Genesco Bid Prompts Moody's to Put Ratings on Review
FOOT LOCKER: Genesco Bid Cues S&P's to Retain on Negative Watch
FORUM GROUP: Case Summary & 12 Largest Unsecured Creditors
FREMONT HOME: Moody's Junks Rating on 2006-B Class SL-B1 Certs.
GATEHOUSE MEDIA: Moody's Rates Proposed $275 Mil. Term Loan at B1

GENERAL MOTORS: Wagoner Sees Hope Despite Delay in Delphi's Exit
GENESCO INC: Gets $1.2 Billion Cash Offer from Foot Locker
GENESCO INC: Board Snubs Foot Locker's Shares Acquisition Proposal
GENESCO INC: Foot Locker Offer Prompts Moody's to Review Ratings
GENESCO INC: Foot Locker Offer Cues S&P's Developing CreditWatch

GIGABEAM CORPORATION: BDO Seidman Raises Going Concern Doubt
GOODYEAR TIRE: Amends $2.7 Bil. and EUR505 Mil. Credit Facilities
GOODYEAR TIRE: Says 4% Senior Notes are Convertible Until June 29
GSAMP TRUST: Moody's Lowers Ratings on 15 Certificate Classes
HEALTH-CHEM CORP: Demetrius & Company Raises Going Concern Doubt

HEREUARE INC: Kabani & Company Raises Going Concern Doubt
INDYMAC BANCORP: Fitch Affirms Individual Rating at 'B/C'
INEX PHARMA: Withdraws Bankr. Petition for Protiva Biotherapeutics
INTERNAL INTELLIGENCE: Gets Another 120-Day Extension to File Plan
JHADWARN INC: Voluntary Chapter 11 Case Summary

KODIAK CDO: Fitch Holds BB+ Rating on $27 Million Class H Notes
LONG BEACH: Fitch Takes Various Rating Actions on 21 RMBS Issues
LONG BEACH: Moody's Lowers Ratings on Three Certificate Classes
LYONDEL CHEMICAL: Launches 10.5% Sr. Secured Notes Cash Offering
MASTR SECOND: Moody's Junks Rating on Class M-8 Loans

MECHANICAL ELECTRICAL: Case Summary & 5 Largest Unsec. Creditors
MEGA BRANDS: S&P Places BB- Ratings on Negative CreditWatch
MERISANT CO: S&P Junks Rating on Amended $246 Mil. Facilities
MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates
MGM MIRAGE: CityCenter Gross Construction Costs $7.4 Billion

MORTGAGE LENDERS: Gets Final Approval on Use of Cash Collateral
MORTGAGE LENDERS: Can Destroy Old Internal and Customer Records
MORTGAGEBROKERS.COM: SF Partnership Raises Going Concern Doubt
MOTOR COACH: S&P Puts CCC Rating on Positive CreditWatch
MTS OF WISCONSIN: Case Summary & 11 Largest Unsecured Creditors

MWAM CBO: Moody's Removes Watch on $21.8 Million Notes' Ba2 Rating
NATIONAL HEALTH: CEO Adams' Offer Cues S&P's Negative CreditWatch
NEW CENTURY: Wants to Sell Access Lending Business to AHC
NEW CENTURY: Moves 2007 Shareholders' Meeting to October
NEW CENTURY: Moody's Junks Rating on 2006-S1 Class M8 Certificate

NOBLE GINTHER: Voluntary Chapter 11 Case Summary
NOVELL INC: Patrick Jones Joins Board of Directors
OSI RESTAURANT: Moody's Junks Rating on $700MM Notes Offering
OXBOW CARBON: S&P Rates $960 Million Senior First-Lien Loan at B+
PEOPLE'S CHOICE: Wants Pachulski Stang as Bankruptcy Counsel

PEOPLE'S CHOICE: Committee Wants Winston & Strawn as Counsel
PRODUCTOS DE CEMENTO: Voluntary Chapter 11 Case Summary
RECYCLED PAPER: Limited Liquidity Cues S&P to Junk Ratings
REDDY ICE: Posts $4.9 Million Net Loss in Fourth Qtr. Ended Dec.31
REFCO INC: Marc Kirschner Discharges Duties as RCM Trustee

REFCO INC: Plan Administrators Object to Grant Thornton's Claims
RELIABILITY INC: Fitts Roberts Reports Going Concern Doubt
RHODE ISLAND HEALTH: S&P Revises Outlook on Bonds Ratings to Pos.
RIVER EDGE: Case Summary & Seven Largest Unsecured Creditors
SAINT CORP: S&P Rates Proposed $2.1 Billion Facilities at B+

SAINT VINCENTS: Wants to Sell Forest Avenue Property for $635,000
SAINT VINCENTS: Wants to Sell Vanderbilt Property for $1.2 Mil.
SHANGDONG ZHOUYUAN: Kempisty & Company Raises Going Concern Doubt
SHAW GROUP: Gary Graphia Named as Corporate Development EVP
SMART ENERGY: Chisholm Bierwolf Raises Going Concern Doubt

STRIKEFORCE TECHNOLOGIES: Li & Company Raises Going Concern Doubt
STRUCTURED ADJUSTABLE: S&P Cuts Rating on Class M7 Loan to BB
TD BANKNORTH: Fitch Holds Individual Rating at B
TERRA ENERGY: Rosen Seymour Raises Going Concern Doubt
TRANSDERM LABS: Demetrius & Company Raises Going Concern Doubt

TRIBUNE COMPANY: Posts $15.6 Million Net Loss in Qtr Ended April 1
VERINT SYSTEMS: S&P Rates Proposed $675 Million Facility at B
VITALTRUST BUSINESS: Rotenberg Meril Raises Going Concern Doubt
WELD WHEEL: Plan Confirmation Hearing Scheduled on May 8
WELLS FARGO: Fitch Rates $3.9 Million Class B-2 Certificates at BB

WESTERLY HOSPITAL: Poor Performance Cues Moody's to Cut Ratings
WESTON NURSERIES: Files Joint Amended Plan & Disclosure Statement
WILLIAMS SCOTSMAN: Strong Performance Cues Moody's to Lift Ratings
WOODWIND & BRASSWIND: Wants Excl. Plan Filing Date Moved to June 1
WOODWIND & BRASSWIND: Wants Gardis Regas as Litigation Counsels

XEROX CORP: Earns $233 Million in 2007 First Quarter
YUKOS OIL: Distributes Nearly RUR2 Million to Creditors
YUKOS OIL: Report Links Mysterious Buyer to Deutsche Bank

                             *********

ACE SECURITIES: Moody's Downgrades Ratings on Four Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade four certificates and placed on
review for possible downgrade ten certificates from a transaction,
issued by Ace Securities Corp. Home Equity Loan Trust.  The
transaction is backed by sub-prime second lien loans.

The projected pipeline loss has increased over the past few months
and is likely to affect the credit support for these certificates.  
The certificates are being downgraded and placed on review for
possible downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, may be too low
compared to the current projected loss numbers at the current
rating level.

Complete rating actions are:

Issuer: Ace Securities Corp. Home Equity Loan Trust

Downgrade and Review for Possible Downgrade:

    * Series 2006-SL2, Class M-8 downgraded from Baa2 to B1 and on
      review for possible further downgrade

    * Series 2006-SL2, Class M-9A, downgraded from Baa3 to B3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class M-9B, downgraded from Baa3 to B3 and
      on review for possible further downgrade

    * Series 2006-SL2, Class B1, downgraded from Ba1 to Ca and on
      review for possible further downgrade

Review for Possible Downgrade:

    * Series 2006-SL2, Class A current rating Aaa, under review
      for possible downgrade

    * Series 2006-SL2, Class M-1, current rating Aa1, under review
      for possible downgrade

    * Series 2006-SL2, Class M-2A, current rating Aa2, under
      review for possible downgrade

    * Series 2006-SL2, Class M-2B, current rating Aa2, under
      review for possible downgrade

    * Series 2006-SL2, Class M-3, current rating Aa3, under review
      for possible downgrade

    * Series 2006-SL2, Class M-4, current rating A1, under review
      for possible downgrade

    * Series 2006-SL2, Class M-5, current rating A2, under review
      for possible downgrade

    * Series 2006-SL2, Class M-6A, current rating A3, under review
      for possible downgrade

    * Series 2006-SL2, Class M-6B, current rating A3, under review
      for possible downgrade

    * Series 2006-SL2, Class M-7, current rating Baa1, under
      review for possible downgrade


ADVANCED MICRO: Posts $611 Million Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Advanced Micro Devices Inc. reported a net loss of $611 million on
net revenue of $1.2 billion for the first quarter ended March 31,
2007, compared with net income of $185 million on net revenue of
$1.3 billion for the same period ended March 26, 2006.  The
results for the first quarter of 2007 include ATI acquisition-
related and integration charges of $113 million and employee
stock-based compensation expense of $28 million.  

The decline in revenue was primarily due to a $568 million decline
in net revenue from the Computing Solutions segment, which
includes what the company previously called the Computation
Products and Embedded Products segments as well as the chipset
business acquired with ATI.  Year-over-year server and desktop
processor unit shipments and revenues declined significantly,
while mobile processor unit shipments and revenue increased
significantly.  

First quarter Graphics segment revenue of $197 million increased
19 percent from the fourth quarter of 2006, primarily due to a
full quarter of operations.  Graphics segment had no revenues for
the first quarter of 2006.

Consumer Electronics segment revenue, including a full quarter of
operations, was down sequentially to $118 million, from
$120 million in the fourth quarter of 2006.  On a full quarter
comparative basis, video processor unit shipments into the digital
TV market increased in the seasonally down quarter while handheld
processor unit shipments and game console revenue decreased.

First quarter 2007 gross margin was 31 percent, excluding stock-
based compensation expense and acquisition-related charges,
compared to 59 percent in the first quarter of 2006.  The decrease
from the prior quarter was largely due to significantly lower
microprocessor unit shipments, lower microprocessor average
selling prices, and the inclusion of the former ATI operations,
which generally have lower-margin products, for the entire
quarter.

AMD reported an operating loss of $504 million for the first
quarter ended March 31, 2007, compared with operating income of
$259 million for the same period ended March 26, 2006, primarily
due to a decrease in gross margin, and an increase in research and
development expenses, marketing, general and administrative
expenses, and amortization of acquired intangible assets and
integration charges.
          
"After more than three years of successfully executing our
customer expansion strategy and significantly growing our unit and
revenue base, our first quarter performance is disappointing and
unacceptable," said Robert J. Rivet, AMD's chief financial
officer.  "We are aggressively addressing the issues that led to
our significant revenue decline.  We are aligning our business
model, capital expenditures and cost structure with the goal of
accelerating our return to profitability.  Lastly, our customer
relationships remain solid, reflecting their confidence in our
strategic direction, current and new products, and technology
roadmaps."

At March 31, 2007, the company's balance sheet showed
$12.7 billion in total assets, $7.2 billion in total liabilities,
$303 million in minority interest in consolidated subsidiaries,
and $5.2 billion in total stockholders' equity.

                       About Advanced Micro

Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/--  
provides innovative processing solutions in the computing,
graphics and consumer electronics markets.  AMD is dedicated to
driving open innovation, choice and industry growth by delivering
superior customer-centric solutions that empower consumers and
businesses worldwide to differ materially from current
expectations.
                     
                          *     *     *

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


ADVANTA CAPITAL: Improved Profitability Cues Moody's to Up Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded Advanta Corporation's long-term
ratings, including its senior unsecured rating to Ba3 from B1,
reflecting the company's continued strong financial performance
and core focus on business credit cards.  The rating outlook is
stable.

Moody's said Advanta's improved profitability since the last
rating action in December 2005 was a key driver for the rating
upgrade.  During this time, the company's net income in its core
business card segment increased approximately 53% in 2006 from
2005, while return on average managed assets (adjusted for a large
one-time gain in 2005) increased to 1.51% from approximately 1.1%.  
This was due to an increase in overall receivables, continued
strong credit quality, and continued discipline in operating
expenses.

Moody's recognizes the strong credit environment over this time
period, in particular 2006, which benefited from an acceleration
of chargeoffs in 2005 in anticipation of new bankruptcy
legislation which became effective on Oct. 17, 2005.  However,
Advanta has improved its credit scoring technology and has focused
on primarily underwriting to a higher credit quality demographic.  
This shift up the credit scale has been successful to date;
however, this will continue to be monitored due to the greater
competition found in the "prime" sector.  This has been evidenced
by the company's net interest margin decline in 2006, due
primarily to the aforementioned higher credit quality clientele,
the competitive environment, promotional offers on new accounts,
and higher funding costs due to higher market interest rates.  A
substantial decline in margin or a shift to greater focus on sub-
prime account growth could pressure the current rating.

Advanta has historically been involved in various litigation and
ventures into other businesses distinct from business credit cards
(e.g. mortgage and consumer lending, venture capital).  During the
past two years, the company has resolved all material litigation
and has focused on its primary business in which it has developed
a core competency.  The company's continued operation free of
significant litigation while maintaining its primary investment in
business cards is key for the rating.

Advanta's ratings remain constrained by the firm's monoline nature
and relatively modest competitive position versus others that
compete in its space.  As mentioned previously, while the firm has
developed a solid niche in business credit cards, it has limited
scale advantages compared to the largest U.S. credit card issuers.
The business card segment will likely remain highly competitive,
due to its favorable growth characteristics and the greater
interchange fees available to the providers of business credit
cards.  In Moody's opinion, these relatively higher interchange
fees are critical to the company's business model.  Therefore, a
sizeable decline in interchange fees would materially affect the
firm's profitability and franchise, and would negatively affect
its credit standing.

Moody's notes also that Advanta's leverage metrics have elevated
over the past year as the result of share repurchase activity, and
can be expected to elevate further -- potentially to historic
highs - in the immediate future as the result of the recently
announced additional share repurchase program.  Given the
company's monoline nature and competitive position, Moody's
considers maintenance of a solid capital position to be an
important rating factor.  Accordingly Moody's will continue to
monitor closely the development of Advanta's capital and leverage.

Finally, Advanta relies on securitization and to a lesser extent
bank deposits as its primary sources of funding.  The company's
limited funding sources create additional risk during a stress
scenario.  While the company mitigates this to some extent through
its de-linked securitization structure and asset-liability
management policy including contingency funding plan policies and
procedures, increased sources and access to funding would further
support the rating.

What Could Change the Rating - UP

While the ratings are well-positioned, continued improvements in
core profitability and efficiency coupled with lower leverage,
especially if combined with evidence of sustained success in
competing against larger competitors without impairing asset
quality, could put upward pressure on the ratings.  Demonstrated
access to additional sources of funding for credit card
receivables beyond securitization and bank deposits could also be
positive for the rating.

What Could Change the Rating - DOWN

Ratings could go down if asset quality, profitability, or capital
and leverage deteriorate materially, or if liquidity or funding
flexibility is significantly reduced.

Ratings upgraded included:

Advanta Corporation --

    - Senior unsecured debt to Ba3 from B1
    - Senior unsecured shelf to (P)Ba3 from (P)B1
    - Subordinated debt to B2 from B3
    - Subordinated shelf to (P)B2 from (P)B3
    - Preferred Stock shelf to (P)B3 from (P)Caa1

Advanta Corporation, headquartered in Spring House, Pennsylvania,
reported approximately $6.3 billion in managed assets as of
December 31, 2006.


AFFILIATED COMPUTER: Darwin Deason Increases Bid to $62 per Share
-----------------------------------------------------------------
Affiliated Computer Services Inc. has received a revised proposal
from Darwin Deason, chairman of the board of ACS, and Cerberus
Capital Management LP, to acquire, for a cash purchase price of
$62 per share, all of the outstanding shares of the company's
common stock, other than certain shares and options held by
Mr. Deason and members of the company's management team that would
be rolled into equity securities of the acquiring entity in
connection with the proposed transaction.

Mr. Deason's original offer was $59.25 per share.

A special committee of independent directors formed by the board
of directors to evaluate the company's strategic alternatives,
including the proposal from Mr. Deason and Cerberus, expects to
make a recommendation to the board after its consideration of all
strategic alternatives, including the proposal and all others
received, in due course.  The special committee continues to have
concerns about the Deason/Cerberus proposal and the sale process
that it outlines, particularly with regard to the unchanged
exclusivity arrangement that the independent directors asked to be
voided on March 21, 2007.  The special committee has written a
letter to Mr. Deason seeking clarification with respect to several
issues of concern.

                About Cerberus Capital Management

Headquartered in New York City, and established in 1992, Cerberus
Capital Management LP is one of the world's leading private
investment firms with approximately $25 billion of capital under
management in funds and accounts.  Through its team of investment
and operations professionals, Cerberus specializes in providing
both financial resources and operational expertise to help
transform its portfolio companies into industry leaders for long-
term success and value creation.  Cerberus has offices in Los
Angeles, Chicago and Atlanta, well as advisory offices in London,
Baan, Frankfurt, Tokyo, Osaka and Taipei.

                About Affiliated Computer Services

Headquartered in Dallas, Texas, Affiliated Computer Services Inc.
(NYSE: ACS) -- http://www.acs-inc.com/-- is a FORTUNE 500  
company.  It provides business process outsourcing and information
technology solutions to world-class commercial and government
clients.  The company has more than 58,000 employees supporting
client operations in nearly 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Fitch Ratings placed Affiliated Computer Services Inc. on
Rating Watch Negative after the proposed offer from Darwin Deason,
founder and current chairman of ACS, and Cerberus Capital
Management L.P. to acquire the company in a leveraged buyout
transaction valued at $8.2 billion, including existing debt.

Ratings affected were (i) Issuer Default Rating 'BB'; (ii) Senior
secured revolving credit facility at 'BB'; (iii) Senior secured
term loan at 'BB'; and (iv) Senior notes at 'BB-'.


AFINSA BIENES: Hearing on Chapter 15 Petition Scheduled Tomorrow
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set a hearing on April 25, 2007, to consider the petition and
the request of the Foreign Representatives for an order granting
recognition of Afinsa Bienes Tangibles SA's proceeding pending in
Madrid, Spain, as a foreign main proceeding.

The hearing will be held at Room 601 of the U.S. Bankruptcy Court
for the Southern District of New York, One Bowling Green in New
York.

Headquartered in Madrid, Spain, Afinsa Bienes Tangibles SA --
http://www.afinsa.es/eng/-- is a wholesaler and retailer of
stamps, coins, art works and other collectables.  The Debtor has a
pending proceeding in the Mercantile Court No. 6 in Madrid, Spain.  
On March 13, 2007, Javier Diaz Galvez, Benito Aguera Marin, and
Ana Fernandez Daza, as the Debtor's Foreign Representatives, filed
a chapter 15 petition (Bankr. S.D.N.Y. Case No. 07-10675).  The
Foreign Representatives are represented by Thomas L. Kent, Esq.,
Anthony Princi, Esq., and Jennifer A. Mo, Esq., at Paul, Hastings,
Janofsky & Walker LLP.  When the petitioners filed the chapter 15
petition, they estimated the Debtor's assets and debts to be more
than $100 million.


AGRICORE UNITED: Revised Offer Cues S&P to Retain Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services maintained the CreditWatch
listings on Agricore United (AU; BB/Watch Dev/--) and Saskatchewan
Wheat Pool (SWP; B+/Watch Pos/--), following James Richardson
International Ltd.'s new CDN$1.8 billion offer for AU.  The
revised offer is an all-cash offer that has been deemed to at
least match SWP's April 13, 2007, offer and, as such, has been
accepted by AU's board of directors.
     
"If JRI's revised bid succeeds, the new company will become
private and the ratings on AU could be affirmed, raised, lowered,
or withdrawn," said Standard & Poor's credit analyst Don
Povilaitis.  Plans for AU's publicly rated bank debt have yet to
be determined.  "Conversely, should any party counter with a new
bid for AU, such a bid would once again have to be deemed equal or
superior by AU's board to be recommended to shareholders,"
Mr. Povilaitis added.
     
The JRI offer is still subject to the tendering of at least 75% of
AU's common shares outstanding, as well as the clearing of
regulatory hurdles with the Canadian Competition Bureau, which is
expected shortly.  Still, as other bids could emerge, including a
revised bid from SWP, the ratings on both AU and SWP will remain
on CreditWatch until the ultimate buyer is determined.


ATLANTIC EXPRESS: Proposes $165 Million Senior Sec. Notes Offering
------------------------------------------------------------------
Atlantic Express Transportation Corp. has proposed offering of
$165 million in aggregate principal amount of Senior Secured
Floating Rate Notes due 2012.

The company said that the notes will be unconditionally guaranteed
on a senior secured basis by each of the company's existing and
future domestic subsidiaries that are not unrestricted domestic
subsidiaries, other than certain immaterial subsidiaries.

The company states that the net proceeds from the offering will be
used to refinance existing indebtedness, including to fund the
redemption of the company's outstanding 12% Senior Secured Notes
due 2008 and Senior Secured Floating Rate Notes due 2008.  The
exact terms and timing of the offering will depend upon market
conditions and other factors.

                      About Atlantic Express

Atlantic Express provides transportation in the United States.  
The company also provides paratransit services for disabled
passerngers.  The Company has contracts with approximately 120
school districts in New York, Missouri, Massachusetts, California,
Pennsylvania, New Jersey, and Illinois, and as of Dec. 31, 2006,
had a fleet of approximately 5,800 operating vehicles.

                          *     *     *

Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' corporate credit rating, on Atlantic Express
Transportation Corp. on CreditWatch with positive implications.  
The CreditWatch listing follows the company's announcement that
it plans to refinance its existing debt with a new $165 million
senior secured debt offering.  The Staten Island, New York-based
school bus transportation company has about $220 million of lease-
adjusted debt outstanding.


BANC OF AMERICA: S&P Holds Low-B Ratings on Two Class Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2001-PB1.  
Concurrently, the ratings on the remaining classes from the same
series were affirmed.

The raised and affirmed ratings reflect the stable performance of
the pool and increased credit enhancement levels that provide
adequate support through various stress scenarios.  The upgrades
of several senior certificates reflect the defeasance of
$270.1 million (35% of the pool) of collateral since issuance.  
The aforementioned figure includes the defeasance of Keystone
Office Buildings, which occurred subsequent to the April 11, 2007,
remittance.

As of the April 11, 2007, remittance report, the collateral pool
consisted of 116 loans with an aggregate trust balance of
$781.4 million, down from 134 loans with a balance of
$938.3 million at issuance.  The master servicer, Prudential Asset
Resources, reported interim and full-year 2006 financial
information for 100% of the pool, which excludes the defeased
collateral.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.30x, down
from 1.41x at issuance.  All of the loans in the pool are current,
and there are no loans with the special servicer.  To date, the
trust has experienced four losses totaling $6.4 million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $189.7 million (24%) and a weighted average
DSC of 1.22x, down from 1.34x at issuance.  The current weighted
average DSC includes several interim 2005 and 2006 figures.  Three
of the top 10 loans, which are discussed below, are on the
watchlist because of various occupancy issues and associated
declines in DSC.  According to inspection reports received from
Prudential, three properties were characterized as "excellent,"
one was characterized as "fair," and the remaining collateral was
characterized as "good."

Prudential reported a watchlist of 17 loans with an aggregate
outstanding balance of $121.6 million (16%).  The largest
exposure, Milwaukee Center Office Tower ($31 million, 4%), is
secured by a 373,625-sq.-ft. class A office building in Milwaukee,
Wisconsin.  The loan was placed on the watchlist due to a decline
in DSC attributable to decreased occupancy.  As of Sept. 31, 2006,
occupancy was 75% and DSC was 0.35x.  At issuance, underwritten
occupancy was 98%, while DSC was 1.52x.

The eighth-largest loan, 25, 40 & 45 Hartwell Avenue ($15 million,
2%), is secured by three research and development office
properties totaling 113,159 sq. ft. in Lexington, Massachusetts.   
The loan is on the watchlist because the properties reported a
year-end 2006 combined DSC of 1.04x.  One of the collateral
properties, 25 Harwell Avenue, was vacant.  A 10-year lease was
executed recently for 100% of the space, and the performance at
the property is expected to improve.  The combined occupancy,
including the new lease, is 100%.  Keystone Office Buildings
($14.0 million, 1.8%) was on the watchlist.

However, the loan defeased after the watchlist was prepared.
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.


                           Ratings Raised

             Banc of America Commercial Mortgage Inc.
          Commercial mortgage pass-through certificates
                           series 2001-PB1

                       Rating
                       ------     
          Class   To          From   Credit enhancement
          -----   --          ----   ------------------
            E     AAA         AA+         15.69%
            F     AAA         AA          14.19%
            G     AA+         A+          12.39%
            H     AA          A-          10.59%
            J     AA-         BBB+         9.09%
            K     A-          BBB          6.68%
            L     BBB         BB+          4.88%
            M     BB+         BB-          3.98%
            N     BB-         B+           2.48%

                         Ratings Affirmed

             Banc of America Commercial Mortgage Inc.
          Commercial mortgage pass-through certificates
                          series 2001-PB1

              Class    Rating   Credit enhancement
              -----    ------   ------------------  
               A-2      AAA          25.60%
               A-2F     AAA          25.60%
               B        AAA          20.79%
               C        AAA          19.59%
               D        AAA          18.09%
               O        B             1.88%
               P        B-            1.28%
               X-P      AAA            N/A
               X-C      AAA            N/A


                     *N/A-Not applicable.


BANKUNITED FINANCIAL: Fitch Rates $160 Million Senior Notes at BB+
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to BankUnited Financial
Corp.'s $160 million senior notes, offered with a forward purchase
contract as 'equity units' to synthetically create a mandatory
convertible security.  The notes will mature 2012.  The Rating
Outlook for BKUNA is Stable.

The forward purchase contract, which commits the investor to
purchase a variable number of common shares for cash, must be
exercised in May 2010.  The senior notes will be pledged as
collateral to support the investors' obligation under the purchase
contract.  BKUNA does not have the option to defer the interest
payments on the senior notes.  While they are outstanding, the
senior notes will rank equally with other unsecured and
unsubordinated obligations and senior to any future subordinated
obligations.

Fitch will assign 50% equity credit to the notes in combination
with the forward purchase contract, resulting in a mandatory
convertible structure.  Although eventually converting to common
equity, the equity credit allowed under Fitch criteria is
constrained by the senior ranking of the instruments and the
inability to defer interest payments.

BKUNA expects to utilize the note proceeds for general corporate
purposes including the redemption of other debt and repurchase of
class A common stock.

Fitch assigns this rating:

BankUnited Financial Corporation:

    -- $160 million senior debt 'BB+'.


BEST BRANDS: Waiver Request Cues S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Minnetonka, Minnesota-based
Best Brands Corp. on CreditWatch with negative implications.  This
action means that the ratings could be lowered or affirmed
following the completion of the CreditWatch review.  Total debt
outstanding at the company was about $252 million as of Dec. 31,
2006.

"The CreditWatch placement reflects our concerns about the
company's operating performance and liquidity following its
request for a waiver and amendment to its credit agreement," said
Standard & Poor's credit analyst Alison Sullivan.  Best Brands is
seeking a waiver due to late delivery of financial statements, and
an amendment to adjust EBITDA calculations for covenant purposes.  
"Financial results are weaker than expected, and we are concerned
about limited covenant cushion," said Ms. Sullivan.

Standard & Poor's will review Best Brands' operating and financial
plans with management and monitor the status of the credit
agreement amendment before resolving the CreditWatch listing.


CALPINE CORP: Resolves Acadia Power Plant Issue with Cleco Corp.
----------------------------------------------------------------
A settlement has been reached between Calpine Corp. and Cleco
Corp., subject to bankruptcy court approval, resolving issues
related to their co-owned Acadia power plant.

The plant is owned by Acadia Power Partners LLC, an entity owned
equally by Cleco's Acadia Power Holdings LLC and Calpine Acadia
Holdings LLC.

Under the proposed settlement APH will receive allowed unsecured
claims against Calpine Energy Services, L.P., and Calpine of
$85 million in connection with two long-term tolling agreements
CES held for the output of the 1,160-megawatt plant located near
Eunice and Calpine's guaranty of those agreements.

Additionally, APH has agreed to purchase Calpine's 50% ownership
interest in Acadia Power Partners for $60 million, subject to any
higher or better offers Calpine may receive in a bankruptcy court-
sponsored auction.  APH's $60 million offer, in effect, values a
50% interest in the Acadia power plant at $145 million, taking
into account the agreed value of certain priority distributions
and payments due APH.

APH's offer will serve as a "Stalking Horse" bid in the auction of
Calpine's interest in Acadia Power Partners.  The auction process
is anticipated to begin in May, with the bankruptcy auction
expected in July.  The terms of the auction, including a breakup
fee and other protections in favor of APH, will be considered at a
May 9 bankruptcy court hearing.

If APH is not the successful bidder, APH will retain its 50%
ownership in Acadia Power Partners and receive payment from the
successful bidder in the amount of $85 million.  The $85 million
payment is the agreed value of certain priority distributions and
payments due APH under agreements with Calpine affiliates.

In either outcome, a Cleco subsidiary will assume operations and
project management functions at the plant.

"We are extremely pleased to have reached an agreement with
Calpine and look forward to assuming the daily activities of the
plant," Cleco President and CEO Michael Madison said.

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding    
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                     About Calpine Corporation

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

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

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CAPROCK HOLDINGS: S&P Rates Proposed $190 Million Facilities at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based satellite communications provider CapRock Holdings
Inc. to 'B' from 'B+'.  The outlook is stable.
     
At the same time, S&P assigned a 'B' bank loan rating, at the same
level as the corporate credit rating on the parent company, and
'4' recovery rating, to subsidiary CapRock Communications Inc.'s
proposed $190 million senior secured first-lien credit facilities,
indicating our expectation of marginal (25%-50%) recovery of
principal in the event of a payment default.
     
S&P also assigned a 'CCC+' bank loan rating, two notches below the
corporate credit rating on the parent company, and '5' recovery
rating, to the company's proposed $65 million senior secured
second lien term loan, indicating our expectation of negligible
(0%-25%) recovery of principal in the event of a payment default.
      
"We based the downgrade on greater uncertainty in the company's
indirect government revenue stream as it faces a likely reduction
in its largest customer's government contract and associated
business," said Standard & Poor's credit analyst Susan Madison.  
"Also, the company may depend more on new markets to generate
discretionary cash flow, and its leverage will increase after a
refinancing and the acquisition of another communications
company."
     
CapRock will use proceeds from the proposed term loans to acquire
Arrowhead Global Solutions Inc., a supplier of integrated
communications solutions to the U.S. federal government and
military, for $31.8 million, and to refinance nearly all of
CapRock's existing $168 million debt.  Pro forma for this
transaction, CapRock will have $216 million in outstanding debt.
     
CapRock has historically focused on energy customers, providing
communications services to offshore rigs in the Gulf of Mexico and
the North Sea.  However, since 2002, the company's indirect
government services business has grown rapidly, primarily in
providing communications for a contractor to the U.S. military in
Iraq.  The customer's U.S. military contract has been reopened for
bidding.  Given the current political environment in Washington,
it is unlikely that the new contract will be sole-sourced, which
could cause CapRock's indirect government business to reduce.
     
The ratings on CapRock reflect the highly uncertain prospects of
its indirect government services business, its highly leveraged
capital structure, its limited size and scale, its significant
dependence on a single customer, expectations that the company
will need to access its revolving credit facility to fund
operations for the next few years, increased risks associated
with entering new market segments, and the highly competitive and
fragmented nature of the satellite industry.  Tempering factors
include some competitive protection because of the company's focus
on a high-end niche market, significant customer-switching costs,
and progress in diversifying into new markets.


CARITOR INC: Moody's Rates $690 Million Credit Facilities at B1
---------------------------------------------------------------
Moody's Investors Service assigned Caritor Inc. a first time B1
corporate family rating and a stable rating outlook.

Moody's also assigned a first time B1 rating to the company's
first lien credit facilities ($600 million term loan, $50 million
revolving credit facility, and $40 million synthetic letter of
credit facility).  All three facilities expire in 2013.

On February 7, 2007, a definitive agreement was reached for
Caritor to acquire Keane for an all cash purchase price of
approximately $854 million.  Under the terms of the merger
agreement, holders of Keane's common stock will receive $14.30 per
share in cash.  The transaction will be financed through a
combination of equity ($350 million) to be contributed to Caritor
by Citigroup Venture Capital International and debt financing.
Members of the Keane family and affiliated entities (representing
approximately 20% of the current shares outstanding) have
committed to vote their Keane shares owned by them in favor of the
merger.  The deal is expected to close by May 2007.  Subsequent
its acquisition of Keane, Inc., Caritor will have $1.1 billion
combined revenues for the twelve months ended December 2006.

Pro forma for the acquisition, Caritor Inc.'s B1 corporate family
rating reflects its size and profitability, as measured by its
pretax income and asset returns, its financial strength, as
measured by its financial leverage and interest coverage, and its
business profile, as measured by its client concentration.  The
combined company's pro forma size and profitability and financial
strength are similar to B1 rated business services peers.  
However, its business profile is similar to business services
peers rated B2.

The stable outlook reflects Moody's belief that Caritor will
benefit from its offshore infrastructure and achieve its targeted
cost savings, such that in the twelve months subsequent to the
merger's closing,the company will generate free cash flow
sufficient to begin to pay down debt.

What Could Change the Rating - Up

The ratings could be upgraded if the company achieves its
projected cost savings and maintains organic revenue and profit
growth such that debt to EBITDA adjusted for operating leases
remains less than 4.0 times on a sustainable basis.

What Could Change the Rating - Down

The ratings could be downgraded if the company were unable to
achieve projected synergies/cost savings in the twelve months
subsequent to the closing of the merger, or organic revenues or
profitability were to decline on a trailing twelve month basis, or
debt to EBITDA adjusted for operating leases were to exceed 5.1
times, or Moody's come to believe that the options investigations
or shareholder litigation would likely result in substantial
additional costs.

Ratings assigned:

    * Corporate Family Rating - B1

    * $600 million first lien term loan (due 2013) - B1, LGD 3,
      48%

    * $50 million revolving credit facility (due 2013) - B1,
      LGD 3, 48%

    * $40 million synthetic letter of credit facility (due 2013) -
      B1, LGD 3, 48%

Headquartered in San Ramon, California, Caritor, Inc. is an I/T
services firm specializing in applications management and business
process outsourcing.


CARITOR INC: S&P Rates Proposed $690 Million Senior Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to San Ramon, California-based Caritor Inc.  At the
same time, Standard & Poor's assigned its 'BB-' senior secured
ratings, with a recovery rating of '3', to Caritor Inc.'s proposed
$690 million senior secured bank facilities, which will consist of
a $50 million revolving credit facility (due 2013), a $600 million
term loan B (due 2013), and $40 million synthetic letter of
credit.

"The bank loan rating, which is the same as the corporate credit
rating, along with the recovery rating, reflect our expectation of
meaningful [50%-80%] recovery of principal by creditors in the
event of a payment default or bankruptcy," said Standard & Poor's
credit analyst Philip Schrank.  The proceeds from this facility
will be used to finance the acquisition of Keane Inc. by Caritor
Inc.  The merged company will operate under the Keane Inc. name.  
The outlook is negative.

The ratings reflect Caritor's second-tier presence in a highly
competitive and consolidating industry, the risks associated with
integrating acquired operations, and high debt leverage.  These
are only partially offset by a solid presence within its midmarket
niche, and above average industry operating margins.


CATHOLIC CHURCH: Court OKs AlixPartners as Davenport Claims Agent
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Diocese of
Davenport's Chapter 11 case obtained authority from the U.S.
Bankruptcy Court for the Southern District of Iowa to retain
AlixPartners LLC as:

    (a) claims agent for the Diocese; and

    (b) Internet Web site administrator for the Committee, to
        assist the Committee in fulfilling its obligation to
        provide information to creditors.

As reported in the Troubled Company Reporter on March 26, 2007,
Committee counsel Hamid R. Rafatjoo, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Los Angeles, told the Court
that AlixPartners, as a Chapter 11 administrator, has substantial
experience in noticing, ballot tabulation, claims processing and
reconciliation,

AlixPartners' efficient and cost-effective methods will benefit
the Diocese's estate and the creditors, Mr. Rafatjoo said.  He
added that creditors will also benefit from having AlixPartners
administer the Creditors Committee's Web site.

As Claims Agent and Internet Web site Administrator, AlixPartners
will:

    (a) receive and process all proofs of claim and maintain the
        claims register;

    (b) set up and administer a call center, if requested;

    (c) track all claims transfers and update ownership of claims
        in the claims register;

    (d) assist Davenport and the Creditors Committee with the
        claims resolution process and tracking of claims status;

    (e) provide Davenport and the Creditors Committee and their
        counsel access to the claims database system;

    (f) file a monthly claims register with the Court;

    (g) create and maintain the Creditors Committee's Web site at
        http://www.davenportcommittee.com/   

    (h) provide monthly billings for services rendered; and

    (i) assist with other matters as requested that fall within
        its expertise.

The Creditors Committee also asked the Court to release all filed
claims directly to the firm.

Davenport will pay AlixPartners based on the firm's discounted
hourly rates:

                    Position          Hourly Rate
                    --------          -----------
                Managing Directors       $600
                Directors                $495
                Vice Presidents          $350
                Associates               $315
                Analysts                 $230
                Paraprofessionals        $175

Davenport will also reimburse the firm for its actual and
necessary expenses and charges incurred.

According to Mr. Rafatjoo, there are no amounts owed to
AlixPartners as of the Petition Date.  The firm would be paid a
$10,000 retainer from the Diocese for services rendered, and to
be rendered, in connection with the Chapter 11 case.  The
Diocese's funds would be the source of the Retainer.

Charles A. Cipione, Esq., managing director at AlixPartners,
informed the Court that AlixPartners does not: (i) represent
interest adverse to the Diocese or its estate; (ii) have
connection with the Diocese, creditors, U.S. Trustee, other
parties-in-interest and their attorneys and accountants; or (iii)
employ any person related to a Court judge or the U.S. Trustee.
The firm is also a "disinterested person" under applicable
sections of the Bankruptcy Code, Mr. Cipione says.

                  About the Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  

Davenport's exclusive period to file a plan will expire on
Aug. 15, 2007.  Its exclusive period to solicit acceptances of
its plan will expire on Oct. 14, 2007.  (Catholic Church
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court Confirms Portland's 3rd Amended Plan
-----------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon issued a written order dated April 17, 2007,
confirming the Third Amended and Restated Joint Plan of
Reorganization delivered by the Archdiocese of Portland in Oregon;
the Tort Claimants Committee appointed to represent the interests
of Known Tort Claimants; David A. Foraker, as Future Claimants
Representative; and the Parish and Parishioners Committee.

Judge Perris ruled that all objections to the Joint Plan's
confirmation that have not been withdrawn, waived, or settled are
overruled on the merits.  She added that the amendments to the
Joint Plan are confirmed in all respects pursuant to Section 1129
of the Bankruptcy Court.

                          Claim No. 476

At the Court's directive, the Joint Plan was amended to provide
that "[f]or avoidance of doubt, Claim No. 476 is a General
Unsecured Claim."  The Claim is transferred to Class 5 from the
settled claims after Judge Perris received a letter from the
Claimant, Ritchard D. Coultas, asserting that he did not settle
with Portland.

                            Discharge

The Plan Proponents also amended the Joint Plan to provide that,
pursuant to Section 1141(d), on the Plan Effective Date, the
Archdiocese, its parishes and schools, and the Reorganized Debtor
will be discharged from all liability on all claims and debts,
known or unknown, that arose from any action, conduct or
obligation of the Parties or their representatives before the
Joint Plan's Confirmation Date.

Notwithstanding the Discharge provisions of the Plan, Portland's
discharge will not impair or release the obligations of any Non-
Settling Insurance Company with respect to the Claims.  Moreover,
obligations arising under any settlement agreement between
Portland and any Settling Insurance Company approved by the
Bankruptcy Court will not be discharged.

                          Exculpation

Based on the Court's instruction, the Joint Plan was amended to
include the provision that nothing in the exculpation clause
affects the liability of the Archdiocese for conduct related to
its disclosure or lack of disclosure of information under the
Court's "order expanding parties to whom Debtor may disclose
confidential proofs of claim and protective order" filed on
November 16, 2005.

                         Plan Documents

The Court also approved each of the Plan Documents, including:

   (a) Known Tort Claims Trust Agreement;

   (b) Future Claims Plan Documents:

       -- Future Claims Trust Agreement;
       -- Future Claims Note; and
       -- Irrevocable Standby Letter of Credit (Securing Future
          Claims Note); and

   (c) Allied Irish Banks Credit Facility Documents:

       -- Credit Agreement;
       -- Promissory Note;
       -- Security Agreement;
       -- Account Control Agreement;
       -- Line of Credit Instrument (Trust Deed);
       -- Environmental Indemnity Agreement; and
       -- Irrevocable Standby Letter of Credit.

Judge Perris approved all pending settlements between Portland
and any Claimant.

                  Property Transfers and Taxes

The Court ruled that except as otherwise provided in the Joint
Plan, all transfers of property of the bankruptcy estate or of
the Archdiocese, the Parishes or the Schools that are made in
connection with the Joint Plan, including the contemplated
restructuring transactions, will be free and clear of all claims,
liens, encumbrances and other interests of creditors and
claimants.

Pursuant to Section 1146(c), the issuance, transfer or exchange
of security, or the delivery or filing of instrument of transfer,
in connection with the Joint Plan will not be taxed under any law
imposing a recording, stamp, transfer and other similar taxes.  
Judge Perris directs all filing or recording officers to accept
and to file all instruments of transfer without payment of any
tax imposed by federal, state, or local law.

                  Settling Insurance Companies

Judge Perris maintained that all injunctions or stays provided for
in the Confirmation Order and the Joint Plan, the injunctive
provisions of Sections 524 and 1141, and all injunctions or stays
protecting a Settling Insurance Company and its predecessors,
successors, and assigns are permanent and will remain in full
force and effect after the Effective Date.  The Settling
Insurance Companies are:

   (a) ACE Property and Casualty Insurance Company, formerly
       known as CIGNA Property and Casualty Insurance Company and
       Aetna Insurance Company;

   (b) Centennial Insurance Company;

   (c) Employers Surplus Lines Insurance Company;

   (d) Interstate Fire & Casualty Company;

   (e) Underwriters and syndicates at Lloyd's, London, and all
       companies doing business in the London Insurance Market,
       including:

       -- Excess Ins. Co., Ltd.;
       -- Terra Nova Ins. Co., Ltd.;
       -- Tenecom, Ltd.;
       -- Sphere Drake Ins. Co., PLC;
       -- London & Edinburgh Per Tower;
       -- Union America;
       -- Stronghold Ins. Co., Ltd.;
       -- Dominion Ins. Co., Ltd.;
       -- CNA Reinsurance Co. of London, Ltd.
       -- St. Katherine Insurance Co. PLC;

   (f) Oregon Insurance Guaranty Association;

   (g) General Insurance Company of America, Safeco Insurance
       Company of America, and Safeco Corporation;

   (h) St. Paul Mercury Indemnity Company and St. Paul Fire and
       Marine Insurance Company; and

   (i) National Union Fire Insurance Company of Pittsburgh,
       Pennsylvania.

                      Contracts and Leases

All of the Archdiocese's executory contracts and unexpired
leases, including, employee and retiree benefit plans and
collective bargaining agreements, that were assumed pursuant to
the Joint Plan will remain in full force and effect for the
benefit of the Reorganized Debtor.

A full-text copy of the order confirming Portland's Third Amended
and Restated Plan of Reorganization is available for free at:

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

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  The Court approved the Debtor's
disclosure statement explaining its Second Amended Joint Plan of
Reorganization on Feb. 27, 2007.  (Catholic Church Bankruptcy
News, Issue No. 89; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: San Diego Gets Interim Nod on $14MM DIP Financing
------------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California granted The Roman Catholic
Bishop of San Diego's request, on an interim basis, to incur up to
$14,000,000 in postpetition secured financing from the ALSAM
Foundation to fund the construction of Mater Dei High School.

Judge Adler deferred ruling on whether the $36,000,000 ALSAM
advanced before the Debtor's bankruptcy filing to pay contractors
was originally a gift or loan, The San Diego Union-Tribune
reported.

Judge Adler explained she could not find that ALSAM and San Diego
acted in bad faith, Union-Tribune Staff Writers Mark Sauer and
Sandi Dolbee relate.

Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately     
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires on June 27, 2007.  On March 27, 2007, the
Debtor filed its plan and disclosure statement.  (Catholic Church
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Spokane Delivers Voting Results on Joint Plan
--------------------------------------------------------------
The Diocese of Spokane delivered to the U.S. Bankruptcy Court for
the Eastern District of Washington an amended summary of the
voting results of a Second Amended Joint Plan of Reorganization
proposed by the Diocese, the Official Committee of Tort
Claimants, the Future Claims Representative, and the Executive
Committee of the Association of Parishes.

                   Members       % of      Members       % of
   Class          Accepting   Accepting   Rejecting   Rejecting
   -----          ---------   ---------   ---------   ---------
   Class 5           125         100.00       0           0.00
   Class 6            24         100.00       0           0.00
   Class 7           162         100.00       0           0.00

                    Amount     % of Amt     Amount     % of Amt
   Class          Accepting   Accepting   Rejecting   Rejecting
   -----          ---------   ---------   ---------   ---------
   Class 5     $145,697,054      100.00       0           0.00
   Class 6           39,359      100.00       0           0.00
   Class 7              160      100.00       0           0.00

The Tort Claimants unanimously voted for the Joint Plan.

The Associated Press reported that many victims believed that the
Diocese should have done more.  One of the tort claimants, Mike
Shea, expressed his dissatisfaction.  Mr. Shea complained that
the claimants were not able to hold the bishop accountable for
the abuses, and that the public has not been informed of his
involvement of those misconduct, AP said.

"I think the victims have accepted the reality of finite
resources and understand that there's some benefit to putting an
end to this, and to doing it sooner, rather than later," said
Michael Pfau, Esq., who represents about half of Spokane's
claimants, according to AP.

AP further reported that Mike Ross, an official of the Spokane
chapter of Survivors Network of Those Abused by Priests, had
asked Bishop Skylstad to go farther than what the Joint Plan
provides and open the Diocese's archives for public inspection.

One of Spokane's lawyers, Greg Arpin, Esq., told AP that the
overwhelming voting result is a major step toward confirmation of
the Joint Plan.  "We're optimistic it will be confirmed," he
said.

The SpokesmanReview.com relates that four parishioners have asked
Bishop Skylstad to step down and called the Diocese's settlement
deal with certain sex abuse claimants a "complete disaster."  
Donald Herak, Thomas Tilford, James Workland, and Ronald Caferro
told Bishop Skylstad in a letter, "we will not contribute one
dime to this unfortunate, costly and mistaken mediated
settlement," John Stucke at SpokesmanReview.com said.

Bishop Skylstad dismissed the parishioners' demand.  In his reply
letter, Bishop Skylstad said "[t]o put this settlement to the
wind is a gamble no prudent man of business would consider," Mr.
Stucke reported.

Mr. Herak is a former chairman of Gonzaga University's board of
trustees.  He owns Acme Concrete Co.  Mr. Tilford, an attorney
and businessman, heads the Hogan Entrepreneurial Leadership
Program at Gonzaga.  He serves on the University's board of
trustees.

Mr. Workland is an attorney at Workland Witherspoon PLLC and
serves on the Gonzaga University President's Council.  Mr.
Caferro owns Ecolite Manufacturing Company Inc.

Shaun Cross, Esq., the diocese's counsel, was surprised with the
resignation demand, Mr. Stucke relates.  "I'm not Catholic, but
it's my understanding that only the pope can remove a bishop.
It's also my understanding that Mr. Herak is not the pope," Mr.
Cross said, as cited by Mr. Stucke.

The confirmation hearing of Spokane's Joint Plan is set to start
today, April 24, 2007.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.  

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  (Catholic
Church Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CHINA RECYCLING: Losses Prompt Zhong Yi's Going Concern Doubt
-------------------------------------------------------------
Zhong Yi (Hong Kong) C.P.A. Company Limited raised substantial
doubt about China Recycling Energy Corporation's ability to
continue as a going concern citing China Recycling's substantial
losses after auditing the company's financial statements as of
Dec. 31, 2006.  

The company, formerly China Digital Wireless Inc., posted a net
loss of $3,463,371 for the year 2006, versus an earlier year-net
income of $1,811,107.  Total revenues for the year 2006 were
$2,889,436, versus total revenues for the year 2005 of
$20,419,022.

As of Dec. 31, 2006, the company posted $4,464,612 in total
assets, $1,117,975 in total current liabilities, and $3,346,637 in
total stockholders' equity.  Accumulated deficit in 2006 was
$2,512,696, as compared with retained earnings in 2005 of
$8,084,922.

The company's cash balance decreased from $3,578,367 as of
Dec. 31, 2005, to $252,000 as of Dec. 31, 2006.  This decrease in
cash and cash equivalents was primarily due to the decrease in the
collection of accounts receivable.  At Dec. 31, 2006, and 2005,
the company's net working capital was $9,877,040 and $3,346,637,
respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1db4

                       About China Recycling

China Recycling Energy Corporation (OTC BB: CREG) currently
provides information services, cellular phone distribution and
advertising  services through its Chinese operating  subsidiaries.  
In 2006 and in the first quarter of 2007, the company also began
to engage in recycling  energy  business, providing energy saving
and recycling products and services.  On March 8, 2007, China
Digital Wireless Inc. changed its name to China Recycling Energy
Corporation.  Its subsidiaries are Sifang Holdings Co., Ltd.,
Sifang Holdings Co., and Shanghai TCH Data Technology Co., Ltd.


CIENA CORP: Continued Growth Prompts S&P's Positive Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Linthicum, Maryland-based Ciena Corp., and
revised the outlook to positive from stable.  The action reflects
the company's continued growth and improving operating
profitability.

"The ratings continue to reflect the company's substantial
leverage and the risks of continuing technology evolution, as well
as its good liquidity," said Standard & Poor's credit analyst
Bruce Hyman.  Ciena supplies optical telecommunications systems
and related products to telecom operators, cable MSOs, government
agencies, and enterprise users.  The company had $938 million in
debt and capitalized operating leases outstanding as of Jan. 31,
2007.

Although market conditions remain aggressive, Ciena has increased
its revenues sequentially for several years.  Ciena reported
revenues for the quarter ended Jan. 31, 2007, of $165 million, up
modestly from October and 38% year over year, while the company
expects internally generated revenue growth of 5%-10% sequentially
in the April quarter, and 27%-30% in the fiscal year ending
October 2007.  Sales remain somewhat concentrated, with three
customers representing 50% of sales in the January quarter, in
addition to other large customers such as BT; revenues could
fluctuate depending on the timing of those customers' buildout of
optical networks.

EBITDA has been positive since the April 2006 quarter, and was  
$18 million, or 11% of sales, in the January 2007 quarter.  
Margins can fluctuate depending on the mix of products and
services sold in each quarter. Still, reflecting both growth and
an anticipated improvement in services profitability, EBITDA
margins could reach mid-teens percentage by year-end.


CITICORP MORTGAGE: Fitch Holds B Rating on Class B5 Certificates
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings from these Citicorp
Mortgage Alternative Loan Trust Issue:

Series 2006-A3

    -- Class A at 'AAA';
    -- Class B1 at 'AA';
    -- Class B2 at 'A';
    -- Class B3 at 'BBB'.
    -- Class B4 at 'BB';
    -- Class B5 at 'B'.

The affirmations, affecting approximately $300.03 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses and low seasoning.  The
pool is seasoned 7 months and has a pool factor (current
collateral balance as a percentage of the initial balance) of
approximately 92%.  To date, the trust has experienced no realized
losses.

The pool consists of 10- to 30-year, fixed rate mortgages extended
to Alt-A borrowers, secured by first-liens on one- to four- family
residential properties.  The loans are serviced by CitiMortgage
(rated 'RPS1' by Fitch) as primary servicer.  At closing, the
three largest geographic concentrations of loans were in
California, New York, and Florida.


CITIGROUP MORTGAGE: Fitch Holds Low-B Ratings on Two Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed these Citigroup Mortgage Loan Trust
Issue:

Series 2005-7

    -- Class 1-A at 'AAA';
    -- Class 1-B1 at 'AA';
    -- Class 1-B2 at 'A';
    -- Class 1-B3 at 'BBB'.
    -- Class 1-B4 at 'BB';
    -- Class 1-B5 at 'B';
    -- Class 2-A at 'AAA';
    -- Class 2-B1 at 'AA';
    -- Class 2-B2 at 'A';
    -- Class 2-B3 at 'BBB'.
    -- Class 2-B4 at 'BB';
    -- Class 2-B5 at 'B'.

The affirmations, affecting approximately $950.6 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses and low seasoning.  The
pool is seasoned 18 months and has a pool factor (current
collateral balance as a percentage of the initial balance) of
approximately 81.5%.  To date, the trust has experienced no
realized losses.

The pool consists of conventional, fully amortizing fixed- and
adjustable- rate mortgages extended to Alt-A borrowers, secured by
first-liens on single family residential properties.  The loans
are master serviced by CitiMortgage (rated 'RMS1' by Fitch).  At
closing, the three largest geographic concentrations of loans were
in California,Virginia, and Maryland.


CITY CAPITAL: De Joya Griffith Raises Going Concern Doubt
---------------------------------------------------------
De Joya, Griffith & Company LLC, in Henderson, Nev., expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.

City Capital Corporation reported a net investment loss of
$896,975 for the year ended Dec. 31, 2006, compared with a net
investment income of $420,955 for the year ended Dec. 31, 2005.  .

For the years ended Dec. 31, 2006, and 2005, the company reported
zero operating revenues.  As the company operates as a Business
Development Corporation as designated under Section 54(a) of the
Investment Act of 194 during 2006 and 2005, no revenue was
incurred during those periods.

The company's balance sheet at Dec. 31, 2006, showed $1,373,869 in
total assets and $1,855,747 in total liabilities, resulting in a
total net deficit of $481,878.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $56,314 in total current assets available to pay
$1,855,747 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1da5

                        About City Capital

City Capital Corp. (OTC BB: CCCN.OB) -- http://citycapcorp.com/--  
prior to its election to be a Business Development Corporation,
specialized in the sale and distribution of artificial turf.  
Those business activities were conducted in the company's
subsidiary, Perfect Turf Inc.  Perfect Turf was sold on
March 29, 2007.  Currently, the company's business is the
acquisition of undervalued real assets for redevelopment and oil
and gas leases for improvement in production.


CLEAR CHANNEL: Declares Quarterly Cash Dividend on Common Stock
---------------------------------------------------------------
The board of directors of Clear Channel Communications Inc.
declared a quarterly cash dividend of $0.1875 per share on its
common stock.

The dividend is payable on July 15, 2007 to shareholders of record
at the close of business on June 30, 2007.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a global media   
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.  Outside U.S., the
company operates in 11 countries -- Norway, Denmark, the United
Kingdom, Singapore, China, the Czech Republic, Switzerland, the
Netherlands, Australia, Mexico and New Zealand.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit and senior
unsecured debt ratings on Clear Channel Communications Inc. to
'B+' from 'BB+'.  The ratings remain on CreditWatch with negative
implications, where they were placed on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.


CLECO CORP: Resolves Acadia Power Plant Issue with Calpine Corp.
----------------------------------------------------------------
A settlement has been reached between Cleco Corp. and Calpine
Corp., subject to bankruptcy court approval, resolving issues
related to their co-owned Acadia power plant.

The plant is owned by Acadia Power Partners LLC, an entity owned
equally by Cleco's Acadia Power Holdings LLC and Calpine Acadia
Holdings LLC.

Under the proposed settlement APH will receive allowed unsecured
claims against Calpine Energy Services, L.P., and Calpine of
$85 million in connection with two long-term tolling agreements
CES held for the output of the 1,160-megawatt plant located near
Eunice and Calpine's guaranty of those agreements.

Additionally, APH has agreed to purchase Calpine's 50% ownership
interest in Acadia Power Partners for $60 million, subject to any
higher or better offers Calpine may receive in a bankruptcy court-
sponsored auction.  APH's $60 million offer, in effect, values a
50% interest in the Acadia power plant at $145 million, taking
into account the agreed value of certain priority distributions
and payments due APH.

APH's offer will serve as a "Stalking Horse" bid in the auction of
Calpine's interest in Acadia Power Partners.  The auction process
is anticipated to begin in May, with the bankruptcy auction
expected in July.  The terms of the auction, including a breakup
fee and other protections in favor of APH, will be considered at a
May 9 bankruptcy court hearing.

If APH is not the successful bidder, APH will retain its 50%
ownership in Acadia Power Partners and receive payment from the
successful bidder in the amount of $85 million.  The $85 million
payment is the agreed value of certain priority distributions and
payments due APH under agreements with Calpine affiliates.

In either outcome, a Cleco subsidiary will assume operations and
project management functions at the plant.

"We are extremely pleased to have reached an agreement with
Calpine and look forward to assuming the daily activities of the
plant," Cleco President and CEO Michael Madison said.

                     About Calpine Corporation

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

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

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding    
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                          *     *     *
                
In March 2003, Moody's Investors Service assigned a Ba2 rating to
Cleco Corp.'s Preferred Stock.


CONTINENTAL AIRLINES: Earns $22 Million in Quarter Ended March 31
-----------------------------------------------------------------
Continental Airlines reported net income of $22 million on
operating revenue of $3.2 billion for the first quarter ended
March 31, 2007, compared with a net loss of $40 million on
operating revenue of $2.9 billion for the same period ended
March 31, 2006.  

First quarter net income includes a $7 million gain on the sale of
substantially all of the company's remaining investment in
ExpressJet Holdings and a net charge from other special items of
$11 million.  Excluding special items, Continental recorded net
income of $26 million, an improvement of $72 million compared to
the same period last year.

Strong revenue growth, continued cost discipline and a slight
decrease in fuel prices contributed to the quarterly profit, the
first time since 2001 that the company has posted a first quarter
profit in what is a seasonally weak period.  Continental's
operating income of $64 million increased $53 million over the
same period last year, despite severe winter storms that
negatively impacted revenue by over $10 million.

"Thanks to the hard work of my co-workers, we were able to achieve
a first quarter profit for the first time in six years," said
Larry Kellner, Continental's chairman and chief executive officer.
"We are competitively well-positioned because we combine solid
day-to-day execution with thoughtful long-term planning."
               
Passenger revenue of $2.9 billion increased $212 million, or
7.9 percent, compared to the first quarter 2006, led by strong
international revenue growth.  Continental's growth and high load
factors, both domestic and international, and improved yield
produced higher revenue for the company.

"We are pleased with the first quarter revenue results, as we
continued to grow our revenue at almost twice the rate that we
grew our capacity," said Jeff Smisek, Continental's president.
"While the domestic system suffers from yield pressure, the
international system is performing superbly, and rewards us for
our decade-long focus on international expansion."

"Good execution and attention to detail by our entire team brought
our costs in better than expected, despite the negative impact of
winter weather," said Jeff Misner, Continental's executive vice
president and chief financial officer.  "The team's continuous
effort, coupled with a variety of initiatives we are working on,
should continue to hold our costs in check."

Continental ended the first quarter with $2.64 billion in
unrestricted cash and short-term investments.

Continental completed the sale of $1.15 billion of Pass Through
Certificates in April.  The certificates were issued in three
different series with an average interest rate of 6.27%.  Proceeds
from the sale of the certificates will be used to finance the
company's purchase of 18 737-900ER and 12 737-800 Boeing aircraft
scheduled for delivery beginning in January 2008.  Continental now
has committed financing for all of its new aircraft deliveries
through the end of 2008.

At March 31, 2007, the company's balance sheet showed
$11.8 billion in total assets, $11.2 billion in total liabilities,
and $583 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007 are available for
free at http://researcharchives.com/t/s?1db9

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
is the world's fifth largest airline.  Continental, together with
Continental Express and Continental Connection, has more than
3,100 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 44,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 67 million passengers
per year.  

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services assigned its preliminary 'A'
rating to Continental Airlines Inc.'s series 2007-1 Class A
pass-through certificates, its preliminary 'BBB-' rating to the
Class B certificates, and its preliminary 'B+' rating to the Class
C certificates.


COUNTRYWIDE ASSET: Fitch Cuts Rating on Four Class Certificates
----------------------------------------------------------------
Fitch Ratings has affirmed 14 classes, placed 8 classes on Rating
Watch Negative, 4 of which were also downgraded, from these
Countrywide Asset-Back Securitizations trusts:

Series 2006-SPS1

    -- 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 'AA';
    -- Class M-5 affirmed at 'AA-';

    -- Class M-6 rated 'A', placed on Rating Watch Negative;
    -- Class M-7 rated 'A-', placed on Rating Watch Negative;

    -- Class M-8 downgraded to 'BB+' from 'BBB+', placed on Rating
       Watch Negative;

    -- Class M-9 downgraded to 'BB' from 'BBB', placed on Rating
       Watch Negative;

    -- Class B downgraded to 'BB-' from 'BBB-', placed on Rating
       Watch Negative.

Series 2006-SPS2

    -- 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 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';

    -- Class M-8 rated 'BBB+', placed on Rating Watch Negative;
    -- Class M-9 rated 'BBB', placed on Rating Watch Negative;

    -- Class B downgraded to 'BB-' from 'BBB-', placed on Rating
       Watch Negative.

The above trusts consist entirely of second liens extended to sub-
prime borrowers on one- to four-family residential properties and
certain other property and assets.  CWABS purchased the mortgage
loans from CHL and deposited the loans in the trust, which issued
the certificates, representing undivided beneficial ownership in
the trust.

The affirmations affect approximately $549.4 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affect $55.38 million in
outstanding certificates.

Series 2006-SPS1, seasoned 9 months, has experienced losses in the
sum of approximately $11.33 million in the past three months which
has depleted the OC amount.  The credit support provided by the OC
to the most subordinate class has decreased 267 bps in 3 months.  
This has put negative pressure on the subordinate bonds affecting
classes B up to M-6. If the high rate of losses continue, further
rating action may be necessary.

Slightly less seasoned at 7 months, Series 2006-SPS2 experienced a
loss of approximately $6 million in the March distribution period.
The loss decreased the OC percentage 69 bps in one month.  Fitch
believes that this trust will have similar trends in losses as
Series 2006-SPS1 and Fitch will monitor the loss trends over the
next few months to determine the need for rating action.

Countrywide Home Loans Servicing, LP, rated 'RMS1-' by Fitch, will
act as Master Servicer for the above transactions.


COUNTRYWIDE ASSET: Fitch Takes Various Rating Actions on 13 Issues
------------------------------------------------------------------
Fitch Ratings has affirmed 99 classes, placed 1 class on Rating
Watch Negative, and upgraded 12 classes from the following
Countrywide Asset-Back Securitizations (CWABS) trusts:

Series 2003-5 Group 1

    -- Class A affirmed at 'AAA';
    -- Class MF-1 upgraded to 'AAA' from 'AA+';
    -- Class MF-2 upgraded to 'AA-' from 'A+';
    -- Class MF-3 upgraded to 'A+' from 'A';
    -- Class MF-4 upgraded to 'A+' from 'A';
    -- Class MF-5 upgraded to 'A' from 'A-';
    -- Class BF upgraded to 'A-' from 'BBB+'.

Series 2003-5 Group 2

    -- Class MV-1 upgraded to 'AA+' from 'AA';
    -- Class MV-2 upgraded to 'A+' from 'A';
    -- Class MV-3 upgraded to 'A' from 'A-';
    -- Class MV-4 upgraded to 'A-' from 'BBB+';
    -- Class MV-5 upgraded to 'BBB+' from 'BBB';
    -- Class BV upgraded to 'BBB' from 'BBB-'.

Series 2003-BC3

    -- 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 'BBB+';
    -- Class M-6 affirmed at 'BBB'.

Series 2003-BC4

    -- 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 'BBB+';
    -- Class B affirmed at 'BBB'.

Series 2003-BC5

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

Series 2003-BC6

    -- 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 'BBB';
    -- Class B rated 'BBB-', placed on Rating Watch Negative.

Series 2004-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

Series 2004-5

    -- 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 2004-8

    -- 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 M-8 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-'.

Series 2004-11

    -- 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 M-8 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-'.

Series 2004-BC4

    -- 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 M-8 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-'.

Series 2005-9

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';

Series 2005-AB1

    -- 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-BC3

    -- 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 M-8 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-'.

The above trusts consist primarily of fixed- and adjustable-rate
first and second liens extended to sub-prime borrowers on one- to
four-family residential properties and certain other property and
assets.  Series 2003-BC4 and 2003-BC5 contain primary mortgage
insurance policies that insure against default a fraction of the
applicable loan balances, bringing down the effective loan to
value ratio on these loans to 60%.  Approximately 65%-70% of
mortgage loans in each trust are insured under these policies.
CWABS purchased the mortgage loans from Countrywide Home Loans,
Inc. and deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.

The affirmations affect approximately $4.84 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $370.81 million in outstanding
certificates.  The class placed on Rating Watch Negative reflects
the deterioration in the relationship of CE to future loss
expectations and affects $1.07 million in outstanding
certificates.

The losses to date and current delinquency of Group 1 of series
2003-5 have been substantially below industry averages for the
2003 vintage.  With only 0.35% in cumulative losses to the Group
and approximately 7% of delinquent loans as of the March 2007
distribution period, the trust has been able to maintain the
target overcollateralization amount since origination.  While
Group 2 has experienced a few months of OC deterioration in the
past year, it benefits from a cross-collateralization feature of
the remaining monthly net excess spread of Group 1.  Since losses
have been minimal for Group 1, Group 2 has been able to utilize
this feature to maintain the OC amount.

Since the step-down date of October 2006, series 2003-BC6 has been
below the target amount of $2,005,000.  For the past three months,
the OC percentage has decreased approximately 37 basis points
adding pressure to the most subordinate bond.  Fitch will continue
to monitor this bond.

Countrywide Home Loans Servicing, LP, rated 'RMS1-' by Fitch, will
act as Master Servicer for the above transactions.


CRESTED CORP: Moss Adams Expresses Going Concern Doubt
------------------------------------------------------
Moss Adams LLP cited several factors that raise substantial
doubt about the ability of Crested Corp. to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006.  The factors were the company's significant losses
from operations and working capital deficit of $3,730,800 as of
Dec. 31, 2006.  Moss Adams also stated that a substantial portion
of Crested's obligation is [owed] to an affiliated entity.

Net income for the year ended Dec. 31, 2006, was $3,850,900,
versus net income for the year ended Dec. 31, 2005, of $4,541,400.  
The company did not obtain any revenue for the years 2006, 2005
and 2004.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $15,123,000; total current liabilities of $14,482,100;
commitment to fund equity investees of $215,600; assets retirement
obligation of $51,000; and forfeitable common stock of $10,100,
resulting in a $364,200 shareholders' equity.  The company
recorded an accumulated deficit of $11,497,400 in 2006, as
compared with an accumulated deficit of $15,348,300 in 2005.

Although the company received these cash proceeds during the year
ended Dec. 31, 2006, it continued to have a working capital
deficit of $3,730,800.  The principal component of the working
capital deficit is a debt payable to U.S. Energy Corp. in the
amount of $13,277,200.  The debt to USE increased $2,455,400
during the year ended Dec. 31, 2006, as a result of USE paying the
company's portion of working capital and investment capital needs
in various entities in which they jointly participate.

During the year ended Dec. 31, 2006, the company consumed $15,600
in operations and $3,313,900 in financing activities while
investing activities generated $6,471,000.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1db0

                        About Crested Corp.

Crested Corp. (OTC BB: CBAG) develops and leases mineral
properties.  The company primarily focuses on hard rock minerals,
including lead, zinc, silver, molybdenum, gold, uranium, and oil
and gas properties.  It also engages in the production of
petroleum properties and marketing of minerals through equity
investees.


CSFB HOME: S&P Junks Ratings on Six Certificate Classes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from eight series of home equity pass-through certificates
issued by CSFB Home Equity Asset Trust and Home Equity Asset
Trust.  The ratings remain on CreditWatch with negative
implications.  The ratings on another two classes from two series
were lowered and placed on CreditWatch with negative implications.  
In addition, the ratings on six classes from five series were
lowered to 'CCC' and removed from CreditWatch negative.  

Furthermore, the ratings on four classes from four series were
placed on CreditWatch with negative implications, while three
classes from three series remain on CreditWatch with negative
implications.  Lastly, the ratings on 41 classes from the 12
series were affirmed.
     
The downgrades and negative CreditWatch placements reflect the
deteriorating performance of the collateral pools as monthly net
losses continue to significantly outpace monthly excess interest,
resulting in steady erosion of the classes' credit support,
specifically overcollateralization.  Each of these transactions,
except series 2004-1, is below its respective O/C target (0.50% of
the original pool principal balance).  Series 2004-1 is at its O/C
target of 0.50%; however, cash flow projections indicate that the
O/C will be written down, as losses outpace excess spread.  The
current O/C for the other 11 transactions ranges from 0.08% for
series 2003-2 and 2003-5 to 0.31% for series 2002-5.  Total
delinquencies range from 31.80% of the current pool balance for
series 2003-1 to 40.58% for series 2002-2, with severe
delinquencies (90-plus days, foreclosure, and REO) ranging from
14.40% for series 2003-1 to 24.39% for series 2003-6.  Cumulative
realized losses range from 1.14% of the original pool balance for
series 2003-4 to 2.48% for series 2003-2.
     
The ratings on six classes were removed from CreditWatch because
they were lowered to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses decline to a point at which they
no longer exceed excess interest, and the level of O/C has not
been further eroded, S&P will affirm the ratings and remove them
from CreditWatch.  Conversely, if losses continue to exceed excess
interest and further erode O/C, S&P will take additional negative
rating actions.
     
The affirmed ratings reflect adequate actual and projected credit
support percentages and the shifting interest structure of the
transactions.  

Credit support for these transactions is provided by
subordination, O/C, and excess interest cash flow.  The collateral
consists of 30-year fixed- and adjustable-rate, first- and second-
lien subprime mortgage loans secured by one- to four-family
residential properties.


              Ratings Placed on Creditwatch Negative

                  CSFB Home Equity Asset Trust
            Home equity pass-through certificates
                          
                                    Rating
                                    ------
           Series   Class     To              From
           ------   -----     --              -----
           2002-3    M-2      A/Watch Neg       A
           2002-5    M-2      A/Watch Neg       A
           2003-4    B-2      BBB/Watch Neg     BBB
   

                     Home Equity Asset Trust
                          
                                      Rating
                                      ------
            Series   Class     To             From
            ------   -----     --             ----
            2004-1    B-3      BBB/Watch Neg  BBB


       Ratings Lowered and Remaining on Creditwatch Negative

                   CSFB Home Equity Asset Trust
              Home equity pass-through certificates
                          
                                        Rating
                                        ------
             Series   Class     To               From
             ------   -----     --               ----
             2002-1   M-2       BBB/Watch Neg    A+/Watch Neg
             2002-4   B-1       BB/Watch Neg     BBB+/Watch Neg
             2003-1   B-2       B/Watch Neg      BB/Watch Neg
             2003-2   M-3       BB/Watch Neg     BBB/Watch Neg
             2003-2   B-1       B/Watch Neg      BB/Watch Neg
             2003-3   B-1       B/Watch Neg      BB/Watch Neg
             2003-4   B-3       BB/Watch Neg     BBB-/Watch Neg
                
                          
                         Home Equity Asset Trust
                                       
                                        Rating
                                        ------
             Series   Class     To                From
             ------   -----     --                ----
             2003-5   B-1       B/Watch Neg      BB+/Watch Neg
             2003-5   B-2       B-/Watch Neg     BB/Watch Neg
             2003-6   B-2       BB/Watch Neg     BBB/Watch Neg
             2003-6   B-3       B-/Watch Neg     BB-/Watch Neg  
               
         Ratings Lowered and Placed on Creditwatch Negative
                 
                    CSFB Home Equity Asset Trust
               Home equity pass-through certificates
                                      
                                    Rating
                                    ------
             Series   Class     To              From
             ------   -----     --              ----
             2002-2   M-2       BBB/Watch Neg   A+
                 
             
                       Home Equity Asset Trust
                                      
                                      Rating
                                      ------
               Series   Class     To              From
               ------   -----     --              ----
               2003-5   M-3       BBB/Watch Neg   A-
               
       Ratings Lowered and Removed from Creditwatch Negative
              
                    CSFB Home Equity Asset Trust
                Home equity pass-through certificates
                                    
                                         Rating
                                         ------
                   Series   Class     To      From
                   ------   -----     --      ----
                   2002-1   B-1       CCC     B/Watch Neg
                   2002-2   B-1       CCC     B/Watch Neg
                   2002-3   B-1       CCC     B/Watch Neg
                   2003-3   B-2       CCC     B/Watch Neg
                   2003-3   B-3       CCC     B-/Watch Neg
              
             
                       Home Equity Asset Trust
                                     
                                       Rating
                                       ------
                Series   Class     To           From
                ------   -----     --           ----
                2003-5   B-3       CCC          B/Watch Neg
                
      
              Ratings Remaining on Creditwatch Negative
              
                     CSFB Home Equity Asset Trust
                 Home equity pass-through certificates
             
                     Series   Class        Rating
                     ------   -----        ------
                     2002-5   B-1          B/Watch Neg
                     2003-1   B-1          BB+/Watch Neg
                     2003-3   M-3          A-/Watch Neg
              
             
                            Ratings Affirmed
              
                      CSFB Home Equity Asset Trust
                  Home equity pass-through certificates
             
     Series   Class                                   Rating
     ------   -----                                   ------
     2002-1   A-2, A-3, A-4                           AAA
     2002-1   M-1                                     AA+
     2002-2   A-2, A-3, A-4                           AAA
     2002-2   M-1                                     AA+
     2002-3   A-2, A-4, A-5                           AAA
     2002-3   M-1                                     AA+
     2002-4   M-1                                     AA+
     2002-4   M-2                                     A
     2002-5   M-1                                     AA
     2003-1   M-1                                     AA
     2003-1   M-2                                     A+
     2003-1   M-3                                     A
     2003-1   B-3                                     CCC
     2003-2   M-1                                     AA
     2003-2   M-2                                     A+
     2003-2   B-2                                     CCC
     2003-3   M-1                                     AA
     2003-3   M-2                                     A
     2003-4   M-1                                     AA
     2003-4   M-2                                     A
     2003-4   M-3                                     A-
     2003-4   B-1                                     BBB+
                
  
                       Home Equity Asset Trust
             
      Series   Class                                   Rating
      ------   -----                                   ------
      2003-5   A-1, A-2                                AAA
      2003-5   M-1                                     AA
      2003-5   M-2                                     A
      2003-6   M-1                                     AA
      2003-6   M-2                                     A
      2003-6   M-3                                     A-
      2003-6   B-1                                     BBB+
      2004-1   M-1                                     AA
      2004-1   M-2                                     A+
      2004-1   M-3                                     A
      2004-1   B-1                                     A-
      2004-1   B-2                                     BBB+


CUZZ-ACRES-ORANGE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cuzz-Acres-Orange, L.P., a Corporation
        205 Indian River Road
        Orange, CT 06477

Bankruptcy Case No.: 07-30882

Chapter 11 Petition Date: April 20, 2007

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman, P.C.
                  300 Bic Drive
                  Milford, CT 06460
                  Tel: (203) 878-0661

Estimated Assets: Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ginsberg & Ginsberg, L.L.C.      mortgage            $4,205,000
377 Main Street
West Haven, CT 06516

First Pioneer Farm Credit        mortgage              $300,000
174 South Road
Enfield, CT 06082-9868

Leo P. Carroll                   mortgage              $150,000
26 Cherry Street
Milford, CT 06460

Town of Orange                   taxes                 $107,000

Christopher B. Carveth           mortgage              $100,000

Seward and Monde                 accounting services    $23,175

City of West Haven               taxes                   $7,000

Mary E. Guadagno                 judgment                $3,245

Regional Water Authority         utility bills           $1,384

United Illuminating Company      utility bills             $392


CWALT INC: Fitch Puts Ratings on 16 Classes Under Watch Negative
----------------------------------------------------------------
Fitch Ratings has affirmed 465 and placed 16 classes on Rating
Watch Negative from these CWALT, Inc.'s alternative loan trusts
mortgage pass-through certificates:

Series 2005-6CB

    -- Class A affirmed at 'AAA'.

Series 2005-19CB

    -- Class A affirmed at 'AAA'.

Series 2005-J2

    -- Class A affirmed at 'AAA'.

Series 2005-22T1

    -- Class A affirmed at 'AAA'.

Series 2005-25T1

    -- Class A affirmed at 'AAA'.

Series 2005-32T1

    -- Class A affirmed at 'AAA'.

Series 2005-35CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2005-43

    -- Class A affirmed at 'AAA';
    -- Class B-2 affirmed at 'BBB'.

Series 2005-46CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 affirmed at 'B'.

Series 2005-48T1

    -- Class A affirmed at 'AAA'.

Series 2005-49CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 affirmed at 'B'.

Series 2005-52CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2005-55CB Group 1

    -- Class A affirmed at 'AAA';
    -- Class 1-M affirmed at 'AA';
    -- Class 1-B-1 affirmed at 'A';
    -- Class 1-B-2 affirmed at 'BBB';
    -- Class 1-B-3 affirmed at 'BB';
    -- Class 1-B-4 affirmed at 'B'.

Series 2005-55CB Group 2

   -- Class A affirmed at 'AAA';
    -- Class 2-M affirmed at 'AA';
    -- Class 2-B-1 affirmed at 'A';
    -- Class 2-B-2 affirmed at 'BBB';
    -- Class 2-B-3 affirmed at 'BB';
    -- Class 2-B-4 affirmed at 'B'.

Series 2005-57CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 affirmed at 'B'.

Series 2005-67CB

    -- Class A affirmed at 'AAA';

Series 2005-74T1

    -- Class A affirmed at 'AAA';

Series 2005-77T1 Group 1

    -- Class A affirmed at 'AAA'.

Series 2005-77T1 Group 2

    -- Class A affirmed at 'AAA'.

Series 2005-83CB

    -- Class A affirmed at 'AAA'.

Series 2006-2CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-8T1

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

Series 2006-9T1

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 rated 'BB', placed on Rating Watch Negative;
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-11CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-12CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-13T1

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

Series 2006-15CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-17T1

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

Series 2006-20CB

    -- Class A affirmed at 'AAA';
    -- Class M affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB';
    -- Class B-4 rated 'B', placed on Rating Watch Negative.

Series 2006-29T1

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

The above certificates are collateralized primarily by
conventional, fully amortizing, 15- to 30-year fixed-rate,
mortgage loans either originated under Countrywide Home Loans,
Inc.'s Standard Underwriting Guidelines extended to prime
borrowers or Expanded Underwriting Guidelines extended to Alt-A
borrowers secured by first liens on one- to four-family
residential properties.  Mortgage loans underwritten pursuant to
the Expanded Underwriting Guidelines may have higher loan-to-value
ratios, higher loan amounts, higher debt-to-income ratios and
different documentation requirements than those associated with
the Standard Underwriting Guidelines.

These affirmations, representing approximately $13 billion of
outstanding principal, reflect adequate relationships of credit
enhancement to future loss expectations.

The classes placed on Rating Watch Negative were placed there due
to early trends in the relationship between serious delinquency
and CE, and reflect approximately $37 million in outstanding
certificates.  The trusts currently have 60+ days delinquency
(inclusive of foreclosure and real estate owned) percentages
ranging from 1.23% to 4.26%. The CEs of the most subordinate
classes on these trusts range from 0.29% to 0.46%.  There have
been minimal to no losses on these trusts to date, as loans have
not yet begun to liquidate.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The loans are being
serviced by Countrywide Home Loans Servicing LP, a direct wholly
owned subsidiary of CHL.  Countrywide Servicing is rated 'RPS1'
for primary servicing and 'RMS1-' for master servicing by Fitch.


D&E LIMITED: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: D&E Limited Partnership #6
        3539 Rolston Drive
        Fort Wayne, IN 46805

Bankruptcy Case No.: 07-11049

Chapter 11 Petition Date: April 20, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: R. John Wray
                  5644 Coventry Lane
                  Fort Wayne, IN 46804
                  Tel: (260) 423-3331

Total Assets: $2,345,000

Total Debts:  $0

The Debtor does not have any creditors that are not insiders.


DAIMLERCHRYSLER AG: Employees Propose 70% Ownership of Chrysler
---------------------------------------------------------------
Workers at a Chrysler plant in Toledo, Ohio, have written to
DaimlerChrysler AG Chief Executive Dieter Zetsche, suggesting
employees could buy 70% of Chrysler, possibly in exchange for cost
concessions, Gina Chon, Jeffrey McCracken and John D. Stoll report
for the Wall Street Journal.

Concurrently, billionaire Kirk Kerkorian's investment company,
which has offered to buy Chrysler for $4.5 billion in cash, is
studying employee ownership as part of its bid and is interested
in discussing the idea with the union, WSJ relates.

Meanwhile, United Auto Workers union President Ron Gettelfinger,
who serves as an employee representative on DaimlerChrysler AG's
supervisory board, plans to ask the company's directors to keep
Chrysler, English Business News reports.

"I personally think that there's a lot of value in keeping it
there right now because of the synergies, even though you don't
hear a lot about that," Gettelfinger said.  "There's been some
times when the Chrysler Group has buoyed up the DaimlerChrysler in
and of itself and then we're in a little downturn right now."

According to the report, Mr. Gettelfinger is opposing the sale of
Chrysler to private equity investors because he is concerned that
they would "strip and flip" the company by selling it off in
parts.

English Business News notes that Gettelfinger said Chrysler's
losses and problems are small compared to past losses at Ford
Motor Co. and General Motors Corp.

"It's like hardly anything," he said.  "It appears to me we're
moving forward and we just don't need the aggravation of going
through whatever happens here.  It seems to me like both the
Chrysler Group and DaimlerChrysler as a whole would be better
served if we focused on moving forward with the plan that's in
place and building a quality product and worrying about the
future."

Labor will play a key role in determining the future of Chrysler,
largely because the company is grappling with how to address
enormous health-care costs and more than $15 billion in unfunded
pension and health-care liabilities, Ms. Chon of WSJ observes.  
That is why bidders for Chrysler have been trying to woo the
unions for their support.

DaimlerChrysler revealed a restructuring plan that included
offering buyout and early retirement packages to 13,000 workers on
Feb. 14, the same day that the company's Chairman of the Board of
Management Dr. Dieter Zetsche disclosed that all options are open
for the struggling unit, English Business News relates.

The TCR-Europe reported on April 16 that 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 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.

Chrysler Group Chief Executive Tom LaSorda recently said that the
company is continuing discussions with interested bidders, Reuters
states.  Mr. LaSorda added that all options are still on the table
and the union will have to be involved.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: UAW Talks with Tracinda but Prefers Magna
-------------------------------------------------------------
United Auto Workers members, who have proposed an employee-stock-
ownership plan for DaimlerChrysler AG's Chrysler Group, met with
representatives of billionaire investor Kirk Kerkorian's Tracinda
Corp., which has submitted a $4.5 billion bid for the U.S. unit,
Gina Chon and John D. Stoll report for The Wall Street Journal.

Concurrently, the DaimlerChrysler Employee Buyout Committee, a
group of members from UAW local 12 in Toledo, Ohio, has expressed
preference for Magna International Inc. as Chrysler's buyer.  Both
the UAW and the Canadian Auto Workers union have expressed
opposition to private equity ownership of the company because of
fears that such owners would eliminate long-standing labor
agreements, close plants and then flip the company once it
returned to profitability, Greg Keenan writes for the Globe and
Mail.

                          Union Proposal

The TCR-Europe reported on April 23 that workers at a Chrysler
plant in Toledo, Ohio, have written to DaimlerChrysler AG Chief
Executive Dieter Zetsche, suggesting employees could buy 70% of
Chrysler, possibly in exchange for cost concessions.

UAW President Ron Gettelfinger, who serves as an employee
representative on the company's supervisory board, plans to ask
the company's directors to keep Chrysler.

DaimlerChrysler's top leaders, including Chief Executive Dieter
Zetsche, will meet with labor groups, who plan to ask about the
company's strategic review of Chrysler and the status of talks
with three other groups, WSJ reveals.  Mr. Zetsche faces pressure
from shareholders who are concerned that Chrysler, with its $18-
billion unfunded health-care liabilities and recent operating
losses, is pulling down the company's profitable Mercedes-Benz
luxury-car business.

Tracinda, in its proposal to DaimlerChrysler, said it would
consider giving the UAW a stake as part of a new capital
structure, WSJ relates.  The proposal would give the union equity
in return for giving up some future benefits.  This idea, swapping
the retirement health-care debts owed to UAW workers for equity in
their employers, is getting increasing attention among Detroit
union leaders.

The company is presently negotiating with all Chrysler bidders,
including Cerberus Capital Management LP; joint bidders Blackstone
Group and Centerbridge Capital Partners LP; and the tandem of
Magna International Inc. and Onex Corp., but has ignored Tracinda
Corp.

                      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.


DELTA AIR: Judge Hardin Approves $2.5 Billion Exit Financing
------------------------------------------------------------
The Hon. Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York authorized Delta Air Lines Inc. and
its debtor-affiliates to enter into a commitment letter and
related fee letters, with certain financing parties.

The Court stated that all amounts due and owing to any of the
Financing Parties under the Commitment Letter and the Fee
Letters, including the fees and expense reimbursements provided
and any indemnity claims arising thereunder, will be entitled to
priority as administrative expense claims under Sections 503(b)
and 507(a)(2), whether or not the Senior Credit Facilities are
consummated.

                       New Credit Facility

The Debtors' Joint Plan of Reorganization provides that the
Debtors, as reorganized, will enter into a $2.5 billion credit
facility, and pay certain fees to the arrangers or bookrunners
and the first-lien administrative agent under that new credit
facility.

As a condition to effectiveness, the Plan requires that:

   (a) the New Credit Facility has been executed and delivered
       by all of the parties;

   (b) all conditions precedent to the consummation of the New
       Credit Facility have been waived or satisfied in
       accordance with the terms; and

   (c) funding pursuant to the New Credit Facility has occurred.

The Debtors relate that they have negotiated the term sheet
describing the New Credit Facility with certain financing
parties.  The Official Committee of Unsecured Creditors has
approved the Term Sheet.

The Term Sheet will be attached as an appendix to the disclosure
statement describing the Debtors' Plan.

Along with the Term Sheet, the Debtors also negotiated:

   (a) a commitment letter with the Financing Parties:

         * J.P. Morgan Securities Inc.,
         * JPMorgan Chase Bank, N.A.,
         * Lehman Brothers Inc.,
         * Lehman Commercial Paper Inc.,
         * UBS Securities LLC,
         * UBS Loan Finance LLC,
         * Goldman Sachs Credit Partners L.P.,
         * Merrill Lynch Commercial Finance Corp.,
         * Barclays Capital, the investment banking division of
           Barclays Bank PLC, and
         * Barclays Bank PLC;

   (b) an arrangers fee letter between Delta and the Financing
       Parties; and

   (c) an administrative agent fee letter with JPMCB.

              Overview of the Credit Facility

Pursuant to the Commitment Letter, the Financing Parties have
committed to provide to the Debtors senior credit facilities in
an aggregate amount of $2.5 billion comprising:

   (i) first-lien revolving credit facility of $1 billion;

  (ii) first-lien synthetic revolving credit and letter of credit
       facility of $500 million; and

(iii) a second-lien term loan facility of $1 billion.

Subject to certain conditions, each of JPMCB, LCPI, UBS Finance,
GSCP, Merrill Lynch and Barclays Bank have committed to provide
one-sixth of the entire amount of the $2.5 billion Senior
Credit Facilities.

The proceeds of the Senior Credit Facilities will be used to:

   (a) repay outstanding loans and advances under:

         * the Amended and Restated Secured Super-Priority Debtor
           in Possession Credit Agreement dated as of March 27,
           2006; and

         * the Second Amended and Restated Advance Payment
           Supplements to Delta's Co-Branded Credit Card Program
           Agreement and Membership Rewards Agreement dated as of
           March 27, 2006;

   (b) pay certain accrued administrative expenses; and

   (c) finance working capital and for other general corporate
       purposes.

                 Terms of the Credit Facilities

The salient terms of the Senior Secured Credit Facilities are:

Borrowers:         Delta Air Lines, Inc.

Guarantors:        Delta's domestic subsidiaries.

Co-Lead Arrangers: (a) For the First-Lien Facilities, JPMorgan
                       Securities and Lehman Brothers; and

                   (b) For the Tranche B Term Facility, Goldman
                       Sachs and Merrill Lynch.

Joint Bookrunners: (a) For the First-Lien Facilities, JPMorgan
                       Securities, Lehman Brothers and UBS
                       Securities; and

                   (b) For the Tranche B Term Facility, Goldman
                       Sachs, Merrill Lynch and Barclays Capital.

Syndication
Agents:            UBS Securities for First-Lien Facilities and
                   Barclays Capital for Tranche B Term Facility.

Administrative
Agents and
Collateral Agents: JPMCB for the First-Lien Facilities and
                   Goldman Sachs for the Tranche B Term Facility.

Lenders:           A syndicate of banks, financial institutions
                   and other entities, including JPMCB and
                   Goldman Sachs, arranged by the applicable
                   Co-Lead Arrangers and reasonable acceptable to
                   Delta.

Terms of
Revolving
Facility:          Revolving Loans will be repaid in full, and
                   the commitments will terminate five years
                   after the Closing Date.

Amortization and
Maturity of
Tranche A Term
Facility:          The Tranche A Term Facility will be repaid in
                   an amount equal to 1% of the original
                   principal amount of the Tranche A Term Loans
                   annually, with the balance of the Loans due
                   and payable on the fifth anniversary of the
                   Closing Date.

Amortization and
Maturity of
Tranche A Term
Facility:          The Tranche B Term Facility will be repaid in
                   an amount equal to 1% of the original
                   principal amount of the Tranche B Term Loans
                   annually, with the balance of the Loans due
                   and payable on the fifth anniversary of the
                   Closing Date.

Collateral:        Delta and the guarantors will pledge, and
                   grant security interest on or mortgages with
                   respect to all of the property securing the
                   General Electric Capital Corp.-arranged DIP
                   financing on a first priority basis to the
                   Collateral Agents to secure all of their
                   obligations.

                   The First-Lien Facilities, as well as
                   designated hedging obligations, will be
                   secured by a first priority security interest
                   in the Collateral.

Commitment Fee:    0.50% per annum on the average unused amount
                   of the Revolving Facility, payable quarterly
                   in arrears during the period commencing on the
                   Closing Date and through the Revolving
                   Facility Maturity Date.

                   If Delta receives a corporate family rating of
                   B1 or higher from Moody's and a corporate
                   credit rating of B+ or higher from Standard &
                   Poor's Ratings Services, in each case with
                   stable outlook, then the commitment fee
                   percentage will decrease to 0.375%.

Interest Rate
Options:           Delta may elect that the Loans comprising each
                   borrowing bear interest at a rate per annum
                   equal to:

                    (a) the ABR plus the Applicable Margin; or
                    (b) LIBOR plus the Applicable Margin.

                   ABR is the higher of:

                      * the rate of interest publicly announced
                        by the Administrative Agents as its prime
                        rate in effect at its principal office in
                        New York City; and

                      * the federal funds effective rate plus
                        0.5%.

                   LIBOR means the London interbank offered rate
                   for deposits in U.S. dollars.

                   Applicable Margin, with respect to the
                   Revolving Loans and the Tranche A Term Loans:

                      * 1.25% in the case of ABR Loans, and
                      * 2.25% in the case of LIBOR Loans.

                   With respect to the Tranche B Loans,
                   Applicable Margin is:

                      * 2.50% in the case f ABR Loans, and
                      * 3.50% in the case of LIBOR Loans.

                   If Delta receives a corporate family rating of
                   B1 or higher from Moody's and a corporate
                   credit rating of B+ or higher from S&P, with
                   stable outlook in each case, then the
                   Applicable Margins will each decrease by 0.25%

Default Interest:  Overdue principal payments will bear interest
                   on demand at 2% above the rate otherwise
                   applicable thereto.  Overdue interest, fees
                   and other amounts will bear interest at 2%
                   above the rate applicable for ABR Loans.

Minimum Revolver
Borrowings:        $1,000,000 for direct borrowing of ABR Loans,
                   and $5,000,000 for direct borrowing of LIBOR
                   Loans, with no more than 20 borrowings of
                   LIBOR Loans under the Revolving Facility
                   outstanding at any one time.

Optional
Prepayments and
Commitment
Reductions:        Delta may prepay the Loans and reduce the
                   commitments in minimum amounts to be agreed
                   without premium or penalty.  Optional
                   prepayments of the Term Loans will be applied
                   as directed by Delta.  Optional prepayments of
                   the Term Loans may not be reborrowed.

Mandatory
Prepayments and
Commitment
Reductions:        Net proceeds of any sale or other disposition
                   of any assets constituting Collateral will be
                   applied to prepay Term Loans and reduce the
                   commitments under the Revolving Facility, in
                   each case solely to the extent required to
                   maintain Collateral Coverage Ratios.

                   The amounts obtained from the asset sale or
                   disposition will be applied in this order:

                   (a) to prepay the Tranche A Tern Loans,
                   (b) to prepay the Tranche B Term Loans, and
                   (c) to permanently reduce the commitments
                       under the Revolving Facility.

                   Mandatory prepayments of the Term Loans will
                   be applied to the respective installments
                   thereof ratably in accordance with the then
                   outstanding amounts thereof.  Mandatory
                   prepayments of the Term Loans may not be
                   reborrowed.  The Revolving Loans will be
                   prepaid to the extent the extensions of credit
                   exceed the amount of the commitments under the
                   Revolving Facility, after giving effect to any
                   permanent reduction of the commitments
                   required in connection with any sale or
                   disposition.

Financial covenants will be limited to:

   (a) Minimum Fixed Charge Coverage Ratio.  Delta will not
       permit its consolidated Fixed Charge Coverage Ratio in
       each case for the 12-month period ending as of the last
       day of each fiscal quarter ending in the months below to
       be less than the corresponding ratio:

       March 2007               1.00:1.00
       June 2007                1.00:1.00
       September 2007           1.00:1.00
       December 2007            1.00:1.00
       March 2008 and           1.20:1.00
       thereafter for each
       fiscal quarter ending
       through the Tranche B
       Term Facility Maturity Date

   (b) Minimum Unrestricted Cash Reserves.  Delta will not permit
       its and its subsidiaries' reserve of unrestricted cash,
       unrestricted cash equivalents and unencumbered short-term
       investments that are in accounts subject to shifting
       account control agreements to be less than $750,000,000 at
       any time;

   (c) Minimum Collateral Coverage Ratios.  Delta will not permit
       the ratio of aggregate current market value of the
       Eligible Collateral plus the Cure Collateral to:

         * the sum of the aggregate outstanding exposure under
           the First-Lien Facilities and any designated hedge
           obligations to be less than 1.75:1.00; or

         * the sum of the aggregate outstanding amount of the
           Tranche B Term Loans plus the First-Lien Obligations
           at any time to be less than 1.25:1.00.

       However, if upon the delivery of an appraisal, it is
       determined that Delta will not be in compliance with
       either minimum collateral coverage covenant, Delta will:

         * deliver Cure Collateral to the Collateral Agents; or

         * prepay the Loans, in each case in an amount sufficient
           to enable Delta to comply with the minimum collateral
           coverage covenants.

       Delta may obtain a release of the lien on an asset
       constituting Collateral, provided that:

         (i) no Event of Default have occurred and be continuing,

        (ii) either:

             (a) after giving effect to the release, the
                 remaining Eligible Collateral will continue to
                 satisfy the minimum collateral coverage
                 covenants;

             (b) Delta will prepay the Loans in an amount
                 required to comply with the minimum collateral
                 coverage covenants; or

             (c) Delta will deliver Cure Collateral to the
                 Collateral Agents in an amount required to
                 comply with the minimum collateral coverage
                 covenants; and

       (iii) Delta will deliver an officer's certificate
             demonstrating compliance with the minimum collateral
             coverage covenants after the release.

The Debtors have also agreed to pay certain related fees as set
forth in the Fee Letters.  The Arrangers Fee Letter requires the
payment of certain upfront fees on the closing date of the Senior
Credit Facilities.  In addition, the Administrative Agent Fee
Letter provides for the payment of certain administrative agency
fees that are payable at certain, specified time intervals, with
the first payment date being the Closing Date.  The Fee Letters
do not require the payment of any fees in advance of the Closing
Date.

Simpson Thacher & Bartlett LLP represents the Co-Lead Arrangers,
the Administrative Agents and the Collateral Agents.

A full-text copy of the Commitment Letter and the Credit
Facilities Term Sheet is available for free at:

           http://ResearchArchives.com/t/s?1da7

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  The hearing to consider confirmation the Debtors' plan
is scheduled tomorrow, April 25, 2007.


DELTA AIR: Files Joint Plan of Reorganization Supplements
----------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York
supplements to their Joint Plan of Reorganization.

The Plan Supplements are:

   (i) a schedule of "Old Aircraft Securities" to be cancelled,
       with certain exceptions, on the Effective Date pursuant to
       Section 6.6 of the Plan.  A full-text copy of the Old
       Aircraft Securities schedule is available for free at:

       http://ResearchArchives.com/t/s?1da8

  (ii) a list of executory contracts and unexpired leases that
       the Debtors intend to assume on the Effective Date, a
       full-text copy of which is available for free at:

       http://ResearchArchives.com/t/s?1da9

(iii) a list of executory contracts and unexpired leases that
       the Debtors intend to reject on the Effective Date, a
       full-text copy of which is available for free at:

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

  (iv) a list, with supplemental lists, of deferred executory
       contracts and unexpired leases relating to the Debtors'
       aircraft equipment.  A full-text copy of the list is
       available for free at:

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

   (v) a list of the Debtors' Postpetition Aircraft Agreements, a
       full-text copy of which is available for free at:

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

  (vi) a list of indicative particular Causes of Action that the
       Debtors retain.  A full-text copy of Retained Causes of
       Action List is available for free at:

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

The Plan Supplements also include a disclosure that, as of
March 30, 2007, there are no avoidance actions that the Debtors
will retain on the Effective Date.

However, the Debtors specify that they remain free, subject to
the terms of the Plan, to supplement and amend the list of the
Retained Avoidance Actions or Causes of Actions.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  The hearing to consider confirmation the Debtors' plan
is scheduled tomorrow, April 25, 2007.


DELTA AIR: Various Parties Object to Plan Confirmation
------------------------------------------------------
Various tax authorities, aircraft creditors, and other parties-
in-interest delivered to the United States Bankruptcy Court for
the Southern District of New York their objections to the
confirmation of Delta Air Lines Inc. and its debtor-affiliates'
Joint Plan of Reorganization.

Among the objectors are:

   (a) the Ad Hoc Committee of Kenton County Bondholders, holders
       of the $419,000,000 Kenton County Airport Board, Special
       Facilities Revenue Bonds, 1992 Series A, and the
       $19,000,000 Kenton County Airport Board, Special
       Facilities Revenue Bonds, 1992 Series B issued pursuant to
       a trust indenture dated Feb. 1, 1992, between Kenton
       County Airport Board, as issuer, Star Bank, N.A., as
       trustee, and guaranteed by Delta Air Lines, Inc.;

   (b) a group of aircraft creditors, including, Airline Credit
       Opportunities, L.P.; Bank of America, N.A.; Bayerische
       Landesbank Girozentrale; and Bear Stearns Investment
       Properties, Inc.;

   (c) Multnomah County, Oregon, holder of a secured tax claim;

   (d) Georgia Department of Revenue, which has claims against
       the Debtors for unpaid Georgia withholding taxes, sales
       and use taxes, corporate net worth taxes, corporate income
       taxes, interest and penalties in the total amount of
       $62,938,048;

   (e) Local Texas Tax Authorities Bexar County, Dallas County,
       El Paso, Harris County, Irving ISD, Nueces County and
       Tarrant County, and the City of Memphis;

   (f) Wachovia Financial Services, Inc., formerly known as First
       Union Commercial Corporation;

   (g) U.S. Bank National Association and U.S. Bank Trust
       National Association, as indenture trustee and pass
       through trustee;

   (h) Ohio Department of Taxation;

   (i) Wilmington Trust Company; and

   (j) The Arizona Department of Revenue.

The Kenton County Bondholders Committee asserts that the Plan
cannot be confirmed pursuant to Section 1129 of the Bankruptcy
Code:

     * The Plan fails to specify the treatment that the claims
       held by the Bondholders in Class 4 (Unsecured Claims) will
       receive under the Plan, which violates Section 1123(a)(3),
       and renders the Plan unconfirmable under Section
       1129(a)(1);

     * The Debtors solicited votes on the Plan without disclosing
       the terms of the proposed settlement agreement dated
       March 8, 2007, with Kenton County Airport Board, and UMB
       Bank, N.A., as indenture trustee to the two facilities
       revenue bonds.  The Proposed Settlement materially alters
       recoveries to the Bondholders under the Plan; thus, the
       Debtors violated Sections 1127(c) and 1129(a)(2);

     * The Bondholders have not agreed to receive less favorable
       treatment than the treatment afforded to holders of other
       claims in Class 4 (Unsecured Claims), violating Sections
       1123(a)(4) and 1129(a)(1);

     * The Debtors did not propose the Plan in good faith, given
       the circumstances surrounding the execution of the
       Settlement Agreement and the timing of the Debtors'
       pending Rule 9019 motion to approve it; thus, the Plan
       violates Section 1129(a)(3);

     * The proposed Plan releases and discharges non-debtor
       parties in violation of Sections 524(e) and 1129(a)(1) and
       applicable Second Circuit precedent; and

     * The Plan does not meet the requirements for confirmation
       under section 1129(b) because it unfairly discriminates
       against the Bondholders and is not fair and equitable.

Representing Multnomah County, Susan S. Ford, Esq., at Sussman
Shank, LLP, in Portland, Oregon, argues that the Plan fails to
separately classify claims that may be secured by different
property, or, if secured by the same property, with different
rank in priority.  The defect is substantial because there may be
multiple liens on aircraft or other transitory property of the
Debtor, some consensual, and some involuntary.

Andrew I. Silfen, Esq., at Arent Fox LLP, in New York, Wilmington
Trust's counsel, asserts that the proposed distribution scheme
violates Section 1123(a)(4) by giving distributions of materially
different character and values to holders of claims within the
same class.  He notes that failure to comply with Section
11234(a)(4) results to a violation of Section 1129(a)(1), one of
the 13 statutory requirements for confirmation of the Plan.

Among other things, Multnomah County objects to the Plan
provisions categorically disallowing all postpetition interest or
post-effective date interest, because there is no legal basis for
those provisions.

Other tax authorities, including Bexar County, Dallas County, El
Paso, Harris County, Irving ISD, Nueces County and Tarrant
County, and the City of Memphis, assert that the Plan fails to
properly provide for the payment of interest on their claims as
required by Sections 506(b) and 1129(b).

The Georgia Revenue Department and Ohio Department of Taxation
object to the Plan because they cannot determine when payments on
their claims will commence and how frequently the payments will
be made.  Section 1129(a)(9)(C) requires that priority tax claims
be paid in "deferred cash payments, over a period not exceeding
six years after the date of assessment of such claim, of a value,
as of the effective date of the plan, equal to the allowed amount
of such claim."

The Arizona Department of Revenue asserts that the Plan's failure
to provide for payment of its postpetition tax claim on the
Plan's effective date violates Section 1129(a)(9)(A).  It also
contends that Plan's failure to establish the payment terms of
its priority claim violates Section 1129(a)(9)(C).  As proposed,
the Plan, the Department notes, fails to identify if its priority
claim is going to be paid in a single cash distribution and on
what date, if the Department's claim is to be paid on the fifth
and the sixth anniversary of the date of assessment or other
recovery as may be determined by the Court.

The Aircraft Creditors maintain that the Plan is unconfirmable
because it does not specify the manner in which the Debtors will
maintain their distribution reserves for holders of disputed
claims as of the Initial Distribution Date.

The Aircraft Creditors note that the Plan leaves doubt as to
whether disputed claimholders will receive equal treatment to
holders of allowed claims.  The Plan cannot be confirmed because
Sections 1123(a)(4) and 1129(a)(1) prohibit disparate treatment
of like claimholders.

    Objections to the Debtors' Schedule of Deferred Contracts

Certain parties to the leveraged lease agreements objects to the
Plan's language stating that they may be required to wait for up
to 180 days after the Effective Date for the Debtors' decision to
either reject or assume the executory contracts and unexpired
leases.

The Aircraft Creditors relate that many of them are parties, or
holders of beneficial interests, to numerous executory agreements
and unexpired leases currently listed in the Deferral Schedule

Representing the Aircraft Creditors, Michael J. Edelman, Esq., at
Vedder, Price, Kaufman & Kannholz, P.C., in New York, argues that
the Bankruptcy Code explicitly prohibits the attempted "deferral"
of a debtor-in-possession's decision as to whether it desires to
assume or reject a prepetition executory agreement or unexpired
lease after the confirmation of a chapter 11 plan.

The Bank of New York, as indenture trustee under certain trust
indentures and security agreements, supports the Aircraft
Creditors' objections.

U.S. Bank notes that the Debtors' schedule of deferred executory
contracts and unexpired leases includes certain agreements in
which no Debtor is a party.

Ira H. Goldman, Esq., at Shipman & Goodwin LLP, in Hartford,
Connecticut, U.S. Bank's counsel, argues that the Debtors have no
authority under the Bankruptcy Code to reject agreements to which
they are not parties.  Thus, the Debtors have to revise the
Schedule.

              "Old Aircraft Securities" Schedule

Pursuant to prepetition leveraged lease transactions, Wachovia
Financial is an owner participant and sole equity owner of six
Bombardier regional jet aircraft subleased to Comair, Inc.

The Plan includes a schedule of "Old Aircraft Securities" that
the Debtors will cancel, with certain exceptions, on the
Effective Date pursuant to Section 6.6 of the Plan.

Wachovia Financial states that it is not clear what effect, if
any, the language of Section 6.6 of the Plan has on its interest
as Owner Participant in the Leases.

J. Michael Booe, Esq., at Kennedy Covington Lobdell & Hickman,
L.L.P., Charlotte, North Carolina, maintains that Section 1123(b)
of the Bankruptcy Code provides that, subject to Section 365, a
plan of reorganization may provide for a the assumption,
rejection or assignment of any executory contract.  However, the
Plan, if confirmed, defers that decision for Comair for up to 180
days following its Effective Date.

Wachovia objects to that language and its effect to the extent
that Section 6.6 does have any effect its rights under the
Leases.

          Objections to Debtors' Proposed Assumption
          of Executory Contracts and Unexpired Leases

Various parties-in-interest have objected to the Debtors'
schedule, as supplements to the Plan, enumerating the various
executory contracts and unexpired leases that the Debtors intend
to assume or reject on the Effective Date because, among other
reasons:

   (a) the Debtors fail to propose sufficient cure amounts in
       connection with the affected contracts or leases;

   (b) the Debtors fail to recognize certain agreements as
       executory contracts;

   (c) the Debtors fail to describe the contracts with sufficient
       detail to permit the non-Debtor party to identify the
       contracts at issue; or

   (d) the non-Debtor party has not consented to the Debtors'
       proposed assumption of certain contracts.

Among the objectors to the Debtors' proposed assumption of
certain agreements are:

     * Puerto Rico Ports Authority complains that the Schedules
       failed to provide the proposed treatment for curing of
       arrears that Delta Air Lines, Inc., owed to them on
       account of a lease governing Delta's use of Luis Munoz
       Marin International Airport in Carolina, Puerto Rico.

     * The New Orleans Aviation Board, operator of the Louis
       Armstrong New Orleans International Airport, objects to
       the classification treatment of its lease with the Debtors
       and claims under the Plan because it fails to acknowledge
       the Lease as an executory contract.  The Plan also fails
       to provide for cure amounts, which it asserts to be equal
       to the amounts due under the claims; and

     * Cisco Systems, Inc., maintains that the approval of the
       Debtors' proposed assumption of Cisco-related contracts
       without first identifying the contracts at issue violates
       its due process.  It denies Cisco an opportunity to
       analyze whether the Debtors have a right to assume any
       contracts without its express consent.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  The hearing to consider confirmation the Debtors' plan
is scheduled tomorrow, April 25, 2007.


DELUXE ENTERTAINMENT: Moody's Rates $585MM First-Lien Loan at B1
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Deluxe Entertainment Service Group Inc. to B1 from B2 and assigned
a B1 rating to its proposed first lien bank facility and a B3
rating to the proposed second lien facility.

The proposed facilities consist of a $585 million first lien term
loan and a $110 million second lien term loan, with proceeds
intended to refinance existing debt and to fund a $132 million
dividend to MacAndrews & Forbes Holdings Inc.  The upgrade
reflects Deluxe's longer track record of stable performance
compared to the original rating assignment, including filing of US
GAAP audited financial statements.  Additionally, notwithstanding
the increase in debt, leverage pro forma for the proposed
transaction is comparable to the level when Moody's assigned the
rating, due to both debt reduction and EBITDA growth.

Deluxe's capacity to generate strong free cash flow, its
conservative capital structure, and favorable terms of the credit
agreement (which obligate rapid reduction in lender exposure)
support its B1 corporate family rating.  The company's long term
relationship with its studio customers and expectations for it to
maintain its leading market share throughout its offerings also
support the rating.  Nevertheless, the B1 corporate family rating
also reflects its inherent business risk, including customer
concentration; execution risk as Deluxe seeks growth in its
Creative Services segment to offset a potential decline in its
core film processing business with the advent of digital
technology; and some volatility of cash flows related to cash
advance contract payments required to secure business.

Furthermore, the proposed transaction increases debt but creates
no incremental value for lenders, and the $132 million dividend
represents a return of almost the entire $155 million of cash
equity that M&F invested in Deluxe in January 2006. Moody's
remains concerned over the potential for incremental cash to
escape from Deluxe.

The outlook remains stable, and a summary of today's actions
follows.

Deluxe Entertainment Services Group Inc.

    - Upgraded Corporate Family Rating to B1 from B2

    - Upgraded Probability of Default Rating to B1 from B2

    - Assigned B1 Senior Secured First Lien Bank Credit Facility,
      LGD3, 43%

    - Assigned B3 Senior Secured Second Lien Bank Credit Facility,
      LGD6, 91%

Deluxe Entertainment Services Group Inc. supplies worldwide film
processing, distribution and creative services to the major
producers and distributors of motion pictures and television
programs.  It maintains headquarters in Los Angeles, California,
and the company's annual revenue is approximately $900 million.


DIVERSIFIED ASSET: Fitch Junks Rating on $22.2MM Class B-1L Notes
-----------------------------------------------------------------
Fitch downgrades two and affirms two classes of notes issued by
Diversified Asset Securitization Holdings III, L.P.

These rating actions are the result of Fitch's review process and
are effective immediately:

    -- $96,772,652 class A-1L notes affirmed at 'AA';

    -- $31,507,375 class A-2 notes affirmed at 'AA';

    -- $30,000,000 class A-3L notes downgraded to 'B/DR1' from
       'BB';

    -- $22,217,521 class B-1L notes downgraded to 'C/DR6' from
       'CC/DR3'.

Diversified Asset Securitization Holdings III, L.P is a cash
collateralized debt obligation that was originated and managed by
Asset Allocation & Management, LLC (AAMCO) in June 2001.  TCW
Asset Management Co. became the substitute asset manager for AAMCO
in October 2002.  The portfolio is composed of residential
mortgage backed securities, asset-backed securities, commercial
mortgage-backed securities, and real estate investment trusts.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and conducted cash flow modeling
for various default timing, interest rate scenarios, and
prepayment assumptions to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

Since the last rating action in March 2006, there have been
further write-downs on some of the previously defaulted bonds.  
According to Fitch's analysis, the rated liabilities are roughly
$19M undercollateralized.  As of the most recent Trustee report
(dated March 28, 2007), the class A OC ratio was at 99.4% versus
101.8% as of January 28, 2006, below its trigger level of 105%.  
The class B OC ratio was at 87.3% and 93.6% respectively, below
its trigger level of 101.5%.  The class A IC ratio declined to
111.7% from 138.2% below the trigger 122%.  A substantial portion
of the collateral represents fixed coupon assets and, with a
scheduled decline in the interest rate swap notional over the life
of the deal, the deal has been exposed to the risk of a rising 3-
month LIBOR.  The transaction is in the amortization period and
while senior notes are de-leveraging, subordinate notes continue
to be cut off from interest.  The class B-1L notes have a
cumulative deferred interest of approximately $3.7M.

The ratings of the classes A-1L, A-2, and A-3L 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.  The rating
of the class B-1L notes addresses the likelihood that investors
will receive ultimate and compensating interest payments, 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.


DURA AUTOMOTIVE: Inks Technical Alliance with India's Aditya Auto
-----------------------------------------------------------------
DURA Automotive Systems, Inc. entered into a technical alliance
with Aditya Auto Products and Engineering Pvt. Ltd., based in
Bangalore, India, to bring new automotive technologies to the
growing domestic Indian and Asian markets.  DURA will supply
technology to Aditya for the manufacture of products such as
pedals, parking brakes, shifters and spare tire carriers.  Aditya
will produce the parts and provide local support to automotive
OEMs in the region.  DURA and Aditya anticipate that the alliance
will commence manufacturing of DURA components in India by the
first quarter of 2008.

"Establishing a manufacturing presence in India is a key component
of our global growth strategy, which is designed to leverage DURA
technology investments and provide local support to customers
anywhere in the world," Larry Denton, DURA Automotive's chief
executive officer said.  "The DURA and Aditya partnership opens
significant opportunities for us in fast-growing automotive
markets."

By 2012, India is projected to be the seventh largest automobile
producer in the world.  The establishment of the alliance in
Bangalore, a major Indian market, also provides access to
neighboring Asian markets.

"Our alliance brings together Aditya's expertise in designing and
manufacturing systems with DURA's world-class technology to meet
the requirements of leading automakers in this region," C.
Jayaraman, Aditya's managing director and chief executive officer,
said.  "Combining our strengths will better position us to
participate in India's growing domestic automotive market and
beyond."

DURA will contribute designs, intellectual property and technical
resources.  Under the terms of the agreement, the alliance is
planned to become a joint venture in three years and when certain
milestones are achieved.  Once initiated, the joint venture will
operate under the name Aditya DURA Pvt. Ltd.

DURA currently has a presence in 16 countries with 69 locations,
including its manufacturing facilities, technology and customer
service centers, and joint venture companies.

                        About Aditya Auto

Headquartered in Bangalore, India, Aditya Auto Products &
Engineering India Private Limited -- http://www.adityaauto.com/--  
is a privately owned and professionally managed organization,
engaged in the business of design & manufacture of systems & sub
systems to meet the requirements of the growing automobile
industry.  Beginning as Autarky Auto in April 1989 and established
as Aditya Auto Products in February 1999, the company works
closely with leading Automotive OEMs & Global tier 1 industries,
both in India and the rest of the world.

                 About DURA Automotive Systems Inc.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on May 23,
2007.


ENERGY PARTNERS: Prices Terms of 8-3/4% Senior Notes Tender Offer
-----------------------------------------------------------------
Energy Partners, Ltd. disclosed the pricing terms for the cash
tender offer to purchase any and all of its outstanding 8-3/4%
Senior Notes due 2010 (CUSIP No. 29270UAC9) and related consent
solicitation to amend the indenture pursuant to which the Notes
were issued.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn on or prior to the Consent
Payment Deadline of 5:00 p.m., New York City time, on April 9,
2007 is $1,051.56 which includes the tender offer consideration
and the consent payment of $30 per $1,000 principal amount of
Notes.  The total consideration was determined by reference to a
fixed spread of 50 basis points over the yield of the 3-7/8% U.S.
Treasury Note due July 31, 2007, which was calculated at 2:00
p.m., New York City time, on April 20, 2007.  The reference yield
and tender offer yield are 4.989% and 5.489%, respectively.

Holders whose Notes were validly tendered and not withdrawn on or
before the Consent Payment Deadline and are accepted for purchase
by the company will receive accrued and unpaid interest on the
Notes up to, but not including, the initial payment date for the
Offer, was yesterday, April 23, 2007.

Holders whose Notes are validly tendered after the Consent Payment
Deadline, but on or prior to 5:00 p.m., New York City time, on
May 3, 2007 and accepted for purchase by the company will receive
the tender offer consideration of $1,021.56 per $1,000 principal
amount of Notes tendered, but will not receive the consent
payment, and will receive accrued and unpaid interest on the Notes
up to, but not including, the final payment date for the Offer,
which is expected to be on or about May 4, 2007.

The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained from
Mackenzie Partners, Inc. the information agent and depositary for
the Offer, at (800) 322-2885 (US toll-free) and (212) 929-5500
(collect).

The company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager in connection with the Offer.  
Questions regarding the Offer may be directed to Banc of America
Securities LLC, High Yield Special Products, at (888) 292-0070 (US
toll-free) and (704) 388-9217 (collect).

                      About Energy Partners

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

                          *     *     *

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


FIRST FRANKLIN: Moody's Downgrades Ratings on Five Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded five certificates from
three deals issued by First Franklin Mortgage Loan Trust.

These certificates are being downgraded based on the low credit
enhancement levels compared to the current loss projections.  
Realized losses have caused the overcollateralization amount to
decline below the required level.  In addition losses are not all
covered by the mortgage insurance and the subordinate tranches
have therefore less credit protection than expected.

Complete rating actions are:

Downgrade:

Issuer: First Franklin Mortgage Loan Trust

    * 2003-FFB, Class B-1, Downgraded from Baa2 to B3
    * 2003-FFB, Class B-2, Downgraded from Baa3 to B3
    * 2003-FFC, Class M-3, Downgraded from Baa1 to Ba1
    * 2003-FFC, Class M-4, Downgraded from Baa2 to Ba1.

Issuer: FFML Net Interest Margin Trust 2003-FFB

    * Notes, Downgraded from Baa2 to B3.


FOOT LOCKER: Offers to Buy Genesco for $1.2 Billion in Cash
-----------------------------------------------------------
Foot Locker Inc. disclosed that it had made an acquisition
proposal to purchase all of the outstanding shares of Genesco Inc.
for $46 per share in cash, subject to certain terms and
conditions.  The proposal came in a letter that Matthew D. Serra,
Foot Locker, Inc.'s Chairman and CEO, sent on April 4, 2007 to Hal
N. Pennington, Chairman, President and Chief Executive Officer of
Genesco Inc.

On April 19, 2007, Mr. Serra sent a follow-up letter to Mr.
Pennington to reiterate Foot Locker, Inc.'s interest in acquiring
Genesco, Inc. and his belief that the proposal represents
significant value to Genesco shareholders.  The proposed purchase
price of $46 per share in cash represents a total consideration of
approximately $1.2 billion for all of the equity of Genesco.  This
proposal provides to Genesco Inc.'s shareholders a 26% premium to
the average share price during the one year period preceding the
April 4, 2007 letter.

                         About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE:GCO) --
http://www.genesco.com/-- retails branded footwear, licensed and  
branded headwear, and wholesaler of branded footwear.  Its
business segments include Journeys, Underground Station Group, Hat
World, Johnston & Murphy, and Licensed Brands.  The Journeys
segment consists of the Journeys and Journeys Kidz retail footwear
chains.  The Underground Station Group segment includes the
Underground Station and Jarman retail footwear chains.  The Hat
World segment includes the Hat World, Lids, Hat Zone, Cap
Connection and Head Quarters retail headwear chains.  The Johnston
& Murphy segment includes Johnston & Murphy retail operations, and
wholesale distribution.  The Licensed Brands segment is engaged in
the wholesale distribution of footwear manufactured under the
Dockers and Perry Ellis brands, under licenses from Levi Strauss &
Company and PEI, Inc.  As of June 9, 2006, it operated a total of
1,773 stores: 1,755 stores throughout the United States and Puerto
Rico, and 18 stores in Canada.

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a global retailer of athletic  
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

The Company, through its subsidiaries, operates in two segments:
Athletic Stores and Direct-to-Customers.  The Athletic Stores
segment is an athletic footwear and apparel retailer, whose
formats include Foot Locker, Lady Foot Locker, Kids Foot Locker,
Champs Sports and Footaction.  The Direct-to-Customers segment
reflects Footlocker.com, Inc., which sells, through its
affiliates, including Eastbay, Inc., to customers through catalogs
and Internet Websites.  The Foot Locker brand is the Company's
principal brand.  In March of 2006, Foot Locker, Inc. entered into
a 10-year area development agreement with the Alshaya Trading Co.
W.L.L., in which the Company agreed to enter into separate license
agreements for the operation of a minimum of 75-foot Locker
stores.


FOOT LOCKER: Proposed Acquisition of Genesco's Shares Gets Snubbed
------------------------------------------------------------------
Foot Locker Inc.'s proposal to acquire all of the outstanding
shares for $46 per share in cash was rejected by Genesco Inc.'s
board of directors.
   
Hal N. Pennington, Genesco's chairman, president and chief
executive officer, said in his letter to Matthew D. Serra,
chairman and ceo of Foot Locker Inc. that after careful
consideration, the board, in consultation with its financial
advisor, Goldman Sachs & Co., and with the assistance of its legal
advisor, Bass Berry & Sims PLC, unanimously determined that the
$46 per share cash proposal is not in the best interests of
Genesco's shareholders.
    
"Genesco's board unanimously rejected the proposal and concluded
that it did not reflect the long-term value of Genesco, including
its strong market position and future growth prospects," Mr.
Pennington said.

On April 20, 2006, Foot Locker, though Mr. Serra's letter, has
made an acquisition proposal to purchase all of the company's
outstanding shares for $46 per share in cash or $1.2 billion,
subject to certain terms and conditions.  

Mr. Serra stated in his proposal letter that together with the
company's executive management teams, board of directors, and
advisors, he concluded that a merger of with Genesco would enable
both companies to benefit from mutual best practices, enhance the
companies' ability to serve its customers, and provide Foot Locker
employees and management teams with increased opportunities.
    
                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,  
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection, and on Internet websites http://www.journeys.com,   
http://www.journeyskidz.com/,http://www.undergroundstation.com/,   
http://www.johnstonmurphy.com/,http://www.lids.com/,   
http://www.hatworld.com/and http://www.lidscyo.com/. The   
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.

                      About Foot Locker Inc.

Headquartered in New York City, Foot Locker Inc. (NYSE: FL) --
http://www.footlocker-inc.com/-- retails athletic footwear and    
apparel.  The company operates approximately 3,900 athletic retail
stores in 17 countries in North America, Europe and Australia
under the brand names Foot Locker, Footaction, Lady Foot Locker,
Kids Foot Locker, and Champs Sports.                     


FOOT LOCKER: Genesco Bid Prompts Moody's to Put Ratings on Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Foot Locker, Inc.
on review for possible downgrade following the company's
announcement that it had made an unsolicited proposal to purchase
all of the outstanding shares of Genesco Inc. for $46 per share
cash representing a total consideration of approximately
$1.2 billion.

These ratings are placed on review for possible downgrade:

    * Corporate family rating of Ba1;
    * Probability of default rating of Ba1;
    * Senior unsecured notes rating of Ba1.

The senior unsecured notes current LGD assessment of LGD4-60% is
subject to change as a result of the review for possible
downgrade.

The review is prompted by the high likelihood that the
acquisition, if successful, will be predominantly financed with
debt and will result in a sizable increase in the pro forma
company's leverage and a corresponding weakening in credit
metrics.  In addition the review is prompted by the apparent
change that this action signals to the company's financial policy
which had historically viewed as relatively conservative and
stable by Moody's and had supported the current Ba1 corporate
family rating.  The review will focus on the pro forma company's
capital structure and debt protection measures post transaction;
its financial policies, including its risk appetite for
acquisitions and liquidity; and the pro forma company's ability to
manage its expected higher debt burden.  If the bid is
unsuccessful, the review for possible downgrade will assess Foot
Locker's appetite for leverage and future debt financed growth
strategies.

Foot Locker, Inc., headquartered in New York, New York operates
4,000 stores in 20 countries in North America, Europe, and
Australia under the nameplates; Foot Locker, Footaction, Lady Foot
Locker, Kids Foot Locker, Champs Sports and Footquarters.  
Revenues for the fiscal year ended February 3, 2007 were
approximately $5.8 billion.

Genesco Inc., headquartered in Nashville, Tennessee, operates
2,009 footwear and headwear stores throughout the United States
and in Puerto Rico and Canada.  In addition, Genesco also is a
wholesaler of branded footwear.  Revenues for the fiscal year
ended February 3, 2007 were approximately $1.5 billion.  Pro forma
revenues of the combined companies would be approximately
$7.2 billion.


FOOT LOCKER: Genesco Bid Cues S&P's to Retain on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'BB+' corporate credit rating, on specialty footwear
retailer Foot Locker Inc. remain on CreditWatch with negative
implications following the New York City-based company's
announcement that it has launched a bid to acquire Genesco Inc.
      
"Because Standard & Poor's expects that a significant portion of
the $1.2 billion acquisition price could be funded with debt,"
said Standard & Poor's credit analyst David Kuntz, "this would
result in a deterioration of Foot Locker's credit metrics and a
likely downgrade."  At the same time, we placed the ratings
(including the 'BB-' corporate credit rating) for Genesco
on CreditWatch with developing implications. We will continue to
monitor the ratings as details of the transaction become
available.


FORUM GROUP: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Forum Group, Ltd.
        9030 West Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 07-12185

Type of Business: The Debtor is an international resort community
                  developer based out of Las Vegas Nevada.

Chapter 11 Petition Date: April 20, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Roger P. Croteau, Esq.
                  720 South 4th Street, Suite 202
                  Las Vegas, NV 89101
                  Tel: (702) 254-7775
                  Fax: (702) 228-7719

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                loan                $1,000,000
P.O. Box 78065
Phoenix, AZ 85062-8065

Hiroko ITO                       loan                  $600,000
3-3-115 Koyodai Kawanishi
Hyogo, Japan

Yue Mei Jian Wang                loan                  $350,000
5th Floor, Suite 28,
Lane 128, Jing HWA Street,
Tapeitaiwan ROC

John & Ann Miletich              loan                  $200,000

Wells Fargo Bank                 loan                  $182,000

Bank of America                  loan                   $53,500

Buillivant Houser, Esq.          service                $48,000

M.B.N.A.                         credit card            $21,000

RedRock Engineering              service                $13,500

Citi Bank                        credit card            $11,000

L.D.O. Limited                   services                $1,800

Fed Ex                           services                  $700


FREMONT HOME: Moody's Junks Rating on 2006-B Class SL-B1 Certs.
---------------------------------------------------------------
Moody's Investors Service has downgraded one certificate,
downgraded and maintained on review for possible further downgrade
three certificates, and has placed on review for possible
downgrade seven certificates from a transaction, issued by Fremont
Home Loan Trust.  The transaction is backed by sub-prime second
lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  These
certificates are being downgraded and placed on review for
possible downgrade based on the fact that the bonds' current
credit enhancement levels, including excess spread, may be too low
compared to the current projected loss numbers at the current
rating level.

Complete rating actions are:

Issuer: Fremont Home Loan Trust

Downgrade:

    * Series 2006-B Class SL-B1, Downgraded from Ba1 to C

Downgrade and Review for Possible Downgrade:

    * Series 2006-B Class SL-M7, Downgraded from Baa1 to B3 and on
      review for possible further downgrade

    * Series 2006-B Class SL-M8, Downgraded from Baa2 to Caa2 and
      on review for possible further downgrade

    * Series 2006-B Class SL-M9, Downgraded from Baa3 to Ca and on
      review for possible further downgrade

Review for Possible Downgrade:

    * Series 2006-B Class SL-A, current rating Aaa, under review
      for possible downgrade

    * Series 2006-B Class SL-M1, current rating Aa1, under review
      for possible downgrade

    * Series 2006-B Class SL-M2, current rating Aa2, under review
      for possible downgrade

    * Series 2006-B Class SL-M3, current rating Aa3, under review
      for possible downgrade

    * Series 2006-B Class SL-M4, current rating A1, under review
      for possible downgrade

    * Series 2006-B Class SL-M5, current rating A2, under review
      for possible downgrade

    * Series 2006-B Class SL-M6, current rating A3, under review
      for possible downgrade


GATEHOUSE MEDIA: Moody's Rates Proposed $275 Mil. Term Loan at B1
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to GateHouse
Media Operating, Inc.'s proposed $275 million term loan C, which
the company plans to issue in connection with the acquisition of
four daily newspapers from Gannett Co., Inc.

Details of the rating action are:

Rating assigned and placed under review for possible downgrade:

  * Proposed $275 million incremental term loan C -- B1, LGD3, 35%

Ratings remaining under review for possible downgrade:

  * $40 million senior secured first lien revolving credit
    facility

  * $690 million senior secured term loan B

  * $230 million senior secured delayed draw term loan

  * Corporate Family rating

  * Probability of Default rating

The continuation of the review for possible downgrade, initiated
on March 16, 2007 following the announcement of the Copley
acquisition, reflects Moody's view that GateHouse's financial
metrics will likely deteriorate as a result of the incremental
debt incurring with its acquisition of the Copley publications and
the recently announced Gannett publications.

On April 11, 2007, GateHouse announced that it had completed the
acquisition of nine publications from The Copley Press, Inc. in a
transaction valued at approximately $380 million.  GateHouse
funded this acquisition, in part by drawing $157 million under a
$300 million unrated holdco bridge credit facility and
$230 million under its delayed draw term loan.

On April 12, 2007, GateHouse announced that it has signed a
definitive asset purchase agreement to acquire four daily
newspapers from Gannett Co., Inc. for a purchase

price of $410 million, in a transaction which is expected to close
in the second quarter of 2007. GateHouse intends to finance the
acquisition with a combination of common equity and debt.

The continuing review for possible downgrade will consider a
number of factors, including:

    (1) a review of the company's capital structure following the
        completion of the acquisition of both the Copley and
        Gannett publications,

    (2) the anticipated impact that the acquisitions will have on
        GateHouse's financial and operating profile over time,

    (3) the strategic merits and the likely cost synergies
        presented by the acquisitions, and

    (4) the likelihood that GateHouse will continue to engage in
        additional acquisition activity.

The proposed $275 million term loan C will be ratably secured with
the existing senior secured revolver and term loan B, by a pledge
of stock and substantially all of the assets of the borrower and
its subsidiaries and will be guaranteed on a senior secured basis
by borrower' subsidiaries and by its direct parent (GateHouse
Media Holdco Inc.)

Although the revolver and term loans are rated at parity, term
loan lenders are unable to independently declare a payment
default, a covenant breach, or a cross default, if any revolver
debt is outstanding.

Headquartered in Fairport, New York, GateHouse Media Operating,
Inc. is a leading US publisher of local newspapers and related
publications.  Pro forma for acquisitions, the company recorded
sales of approximately $750 million in the fiscal year ended
December 2006.


GENERAL MOTORS: Wagoner Sees Hope Despite Delay in Delphi's Exit
----------------------------------------------------------------
General Motors Corp.'s chief executive officer Rick Wagoner
remains positive that Delphi Corp. can emerge from bankruptcy
despite the delay caused by a prospective investor's likely
rejection of a deal to invest $3.4 billion in the bankrupt auto
parts supplier.

"We're optimistic," Mr. Wagoner was quoted as saying by Jeff Green
of Bloomberg News in an interview in Shanghai Friday last week.

GM Chief Financial Officer Fritz Henderson was also cited by Mr.
Green as saying that "GM is . . . committed to being part of
trying to find a solution to Delphi's exit."

GM, Bloomberg says, spun Delphi off in 1999 and still uses the
company as a source for air bags, anti-lock brakes, steering
components, air conditioners and other parts.  The automaker
agreed as part of the spinoff to cover retirement costs for former
GM union workers if Delphi could not afford the expenses, the
source adds.

Free press business writer Katie Merx relates that Delphi's key
investor, Cerberus Capital Management LP, is expected to withdraw
its plan to invest in Delphi after the two sides disagreed on how
much the auto supplier would be worth when it emerges from Chapter
11 protection.

In a press statement dated April 19, 2007, Delphi confirmed that
it anticipates negotiating changes to an equity purchase and
commitment agreement it entered into in December 2006 with its
plan investors -- affiliates of Appaloosa Management LP, Cerberus,
and Harbinger Capital Partners Master Fund I Ltd., as well as
Merrill Lynch & Co. and UBS Securities LLC.

Delphi said it also anticipates negotiating an amendment to a
related plan framework support agreement it also entered into in
December 2006, with the plan investors and GM, which outlined the
expected treatment of the company's stakeholders in its
anticipated plan of reorganization.

According to Delphi, any changes would be primarily as a result of
addressing differences in views regarding the company's
reorganization enterprise value among the Plan Investors, GM, the
company's statutory creditors' and equity committees and the
Company.

Delphi said it expects that under amended framework agreements,
Appaloosa, Harbinger, Merrill Lynch and UBS will continue to
participate as Plan Investors (together with possible additional
investors that may include members of the Statutory Committees),
and that Cerberus may participate in the company's exit financing,
as part of a competitive process, but not as a plan investor.

Delphi is also hopeful that GM will support amended framework
agreements and will be a party to any revised Plan Framework
Support Agreement.

                        About Delphi Corp.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  Delphi's exclusive plan-filing period expires on
July 31, 2007.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the   
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

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

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

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


GENESCO INC: Gets $1.2 Billion Cash Offer from Foot Locker
----------------------------------------------------------
Genesco Inc. disclosed that Foot Locker Inc. has made an
acquisition proposal to purchase all of the company's outstanding
shares for $46 per share in cash or $1.2 billion, subject to
certain terms and conditions.  The proposal came in a letter that
Matthew D. Serra, Foot Locker Inc.'s chairman and ceo, sent on
April 4, 2007 to Hal N. Pennington, Genesco Inc.'s chairman,
president and chief executive officer.

Mr. Serra stated in his proposal letter that the executive
management teams, board of directors, and advisors have devoted
significant time and effort to analyzing the potential strategic
benefits of combining two companies.  Mr. Serra said that Foot
Locker concluded that a merger of with Genesco would enable both
companies to benefit from mutual best practices, enhance the
companies' ability to serve its customers, and provide Foot Locker
employees and management teams with increased opportunities.
    
According to Mr. Serra, Foot Locker proposed to acquire all the
outstanding stock of Genesco for a consideration of $46 per share
in cash.  Foot Locker believes this proposal provides compelling
value for Genesco's shareholders in that it represents:
    
   -- a significant premium above Genesco's all-time high stock
      price;
    
   -- a premium of 26% to Genesco's average trading pricing during
      the past year;
    
   -- an implied multiple of enterprise value to LTM EBITDA of
      7.7x, which compares favorably to the current trading
      multiples of comparable specialty footwear and apparel
      retailers.
    
Mr. Serra added that Foot Locker has engaged Lehman Brothers as
strategic advisor and Skadden, Arps, Slate, Meagher & Flom LLP as
legal counsel.

On April 19, 2007, Mr. Serra sent a follow-up letter to
Mr. Pennington to reiterate Foot Locker's interest in acquiring
Genesco and his belief that the proposal represents significant
value to Genesco shareholders.  

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a global retailer of athletic  
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

The Company, through its subsidiaries, operates in two segments:
Athletic Stores and Direct-to-Customers.  The Athletic Stores
segment is an athletic footwear and apparel retailer, whose
formats include Foot Locker, Lady Foot Locker, Kids Foot Locker,
Champs Sports and Footaction.  The Direct-to-Customers segment
reflects Footlocker.com, Inc., which sells, through its
affiliates, including Eastbay, Inc., to customers through catalogs
and Internet Websites.  The Foot Locker brand is the Company's
principal brand.  In March of 2006, Foot Locker, Inc. entered into
a 10-year area development agreement with the Alshaya Trading Co.
W.L.L., in which the Company agreed to enter into separate license
agreements for the operation of a minimum of 75-foot Locker
stores.

                         About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE:GCO) --
http://www.genesco.com/-- retails branded footwear, licensed and  
branded headwear, and wholesaler of branded footwear.  Its
business segments include Journeys, Underground Station Group, Hat
World, Johnston & Murphy, and Licensed Brands.  The Journeys
segment consists of the Journeys and Journeys Kidz retail footwear
chains.  The Underground Station Group segment includes the
Underground Station and Jarman retail footwear chains.  The Hat
World segment includes the Hat World, Lids, Hat Zone, Cap
Connection and Head Quarters retail headwear chains.  The Johnston
& Murphy segment includes Johnston & Murphy retail operations, and
wholesale distribution.  The Licensed Brands segment is engaged in
the wholesale distribution of footwear manufactured under the
Dockers and Perry Ellis brands, under licenses from Levi Strauss &
Company and PEI, Inc.  As of June 9, 2006, it operated a total of
1,773 stores: 1,755 stores throughout the United States and Puerto
Rico, and 18 stores in Canada.


GENESCO INC: Board Snubs Foot Locker's Shares Acquisition Proposal
------------------------------------------------------------------
Genesco Inc.'s board of directors rejected Foot Locker Inc.'s
unsolicited proposal to acquire all of the outstanding shares of
the company for $46 per share in cash.
   
After careful consideration, the board, in consultation
with its financial advisor, Goldman Sachs & Co., and with the
assistance of its legal advisor, Bass Berry & Sims PLC,
unanimously determined that the $46 per share cash proposal is not
in the best interests of the company's shareholders.
    
"The company's board unanimously rejected the proposal and
concluded that it did not reflect the long-term value of Genesco,
including its strong market position and future growth prospects,"
Hal N. Pennington, chairman and chief executive officer of Genesco
Inc., said.

On April 20, 2006, Foot Locker has made an acquisition proposal to
purchase all of the company's outstanding shares for $46 per share
in cash or $1.2 billion, subject to certain terms and conditions.  

Matthew D. Serra, Foot Locker Inc.'s chairman and ceo, stated in
his proposal letter that together with the company's executive
management teams, board of directors, and advisors, he concluded
that a merger of with Genesco would enable both companies to
benefit from mutual best practices, enhance the companies' ability
to serve its customers, and provide Foot Locker employees and
management teams with increased opportunities.
    
                      About Foot Locker Inc.

Headquartered in New York City, Foot Locker Inc. (NYSE: FL) --
http://www.footlocker-inc.com/-- retails athletic footwear and    
apparel.  The company operates approximately 3,900 athletic retail
stores in 17 countries in North America, Europe and Australia
under the brand names Foot Locker, Footaction, Lady Foot Locker,
Kids Foot Locker, and Champs Sports.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,  
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection, and on Internet websites http://www.journeys.com,   
http://www.journeyskidz.com/,http://www.undergroundstation.com/,   
http://www.johnstonmurphy.com/,http://www.lids.com/,   
http://www.hatworld.com/and http://www.lidscyo.com/. The   
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.


GENESCO INC: Foot Locker Offer Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Genesco Inc. on
review for possible downgrade following the announcement by Foot
Locker that it had made an unsolicited proposal to purchase all of
the outstanding shares of Genesco for $46 per share cash
representing a total consideration of approximately $1.2 billion.

These ratings are placed on review for possible downgrade:

    * Corporate family rating of Ba3;
    * Probability of default rating of Ba3;
    * Convertible senior subordinated debentures of B1.

The convertible senior subordinated notes current LGD assessment
of LGD4-68% is subject to change as a result of the review for
possible downgrade.

The review is prompted by the high likelihood that the
acquisition, if successful, will be predominantly financed with
debt and will result in a sizable increase in the combined
company's leverage and a corresponding weakening in credit
metrics.  In addition the review is prompted by the possibility
that this action by Foot Locker will result in competing bids
increasing the likelihood of a possible leverage sale of Genesco.

The review will focus on: the combined company's capital structure
and debt protection measures post transaction; its financial
policies, liquidity; and the pro forma company's ability to manage
its expected higher debt burden.  If this bid should prove to be
unsuccessful the review will focus on the likelihood that
competing bids arise and the potential impact of those bids on
Genesco's financial profile and debt protection measures.

Genesco Inc., headquartered in Nashville, Tennessee, operates
2,009 footwear and headwear stores throughout the United States
and in Puerto Rico and Canada.  In addition, Genesco also is a
wholesaler of branded footwear.  Revenues for the fiscal year
ended February 3, 2007 were approximately $1.5 billion.

Foot Locker, Inc., headquartered in New York, New York operates
4,000 stores in 20 countries in North America, Europe, and
Australia under the nameplates; Foot Locker, Footaction, Lady Foot
Locker, Kids Foot Locker, Champs Sports, and Footquarters.  
Revenues for the fiscal year ended February 3, 2007 were
approximately $5.8 billion.  Pro forma revenues of the combined
companies would be approximately $7.2 billion.


GENESCO INC: Foot Locker Offer Cues S&P's Developing CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on specialty footwear and
headwear retailer Genesco Inc. on CreditWatch with developing
implications.  This rating action follows the announcement that
Foot Locker Inc. (BB+/Watch Neg/--) has launched a bid to acquire
Nashville, Tennesse-based Genesco for $1.2 billion.

"If any downgrade to Foot Locker is limited to two notches," said
Standard & Poor's credit analyst David Kuntz, "we would raise the
rating on Genesco to the Foot Locker level if the transaction is
completed."  Genesco has responded that it intends to consider the
proposal with the assistance of its financial advisor, Goldman,
Sachs & Co., and expects to respond in due course.

If Genesco opposes the acquisition and embarks upon material
shareholder-friendly initiatives, Standard & Poor's could lower
its rating.  S&P will continue to monitor the ratings as details
of the transaction become available.


GIGABEAM CORPORATION: BDO Seidman Raises Going Concern Doubt
------------------------------------------------------------
BDO Seidman LLP in Bethesda, Md., expressed substantial doubt
about GigaBeam Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's losses from operations and dependence on outside
sources of capital for continuance of their operations.

GigaBeam Corporation reported a net loss of $20,234,560 on net
sales of $4,823,914 for the year ended Dec. 31, 2006, compared
with a net loss of $15,306,358 on net sales of $1,196,512 for the
year ended Dec. 31, 2005.

The increase in net loss is primarily a result of the company not
being able to generate sufficient revenues to cover operating
expenses.

General and administrative expenses increased $2,467,477 primarily
due to increased legal and professional fees, including investment
banking fees, higher insurance premiums due to increased coverage,
costs associated with compliance with the requirements of the
Sarbanes Oxley Act, costs of implementation of the company's
integrated managerial accounting system, expenses related to
employee share-based compensation of $550,993, and ongoing
expenses of operating as a publicly traded company.

Selling and marketing expenses increased $2,111,854, while
service, install and link operations expenses increased by
$1,956,251.

At Dec. 31, 2006, the company's balance sheet showed $12,265,860
in total assets, $4,429,113 in total liabilities, and $7,836,747
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?1da2

                    About GigaBeam Corporation

Headquartered in Herndon, Va., GigaBeam Corp. (NasdaqCM: GGBM) --
http://www.gigabeam.com-- is a provider of high-performance  
wireless point-to-point communications transport and access
solutions that operate in the licensed 71-76 GHz and 81-86 GHz
radio spectrum bands.  


GOODYEAR TIRE: Amends $2.7 Bil. and EUR505 Mil. Credit Facilities
-----------------------------------------------------------------
The Goodyear Tire & Rubber Company has closed on an amendment and
restatement of three of its credit facilities.  Significant
changes to the amended and restated agreements include:

   * With respect to the company's $1.5 billion asset-based
     revolving credit facility, an extension of its maturity until
     2013, a reduction of the applicable interest rate by between
     50 and 75 basis points (depending on availability of undrawn
     amounts) and a more flexible covenant package.

   * With respect to the company's $1.2 billion second lien term
     loan, an extension of its maturity until 2014, a reduction of
     the applicable interest rate by 100 basis points (to be
     further reduced by 25 basis points if Goodyear's credit
     ratings are BB- and Ba3 or higher) and a more flexible
     covenant package.

   * With respect to the company's EUR505 million European credit
     facility, the conversion of the EUR155 million term loan
     portion of the existing facility to a revolving facility, an
     extension of its maturity until 2012, a reduction of the
     applicable interest rate by 75 basis points (as compared to
     the existing European revolving facility) and 37.5 basis
     points (as compared to the existing European term loan) and a
     more flexible covenant package.

"This refinancing action reduces our interest expense, creates
additional operational flexibility, extends maturities and helps
address our efforts to improve Goodyear's balance sheet," Richard
J. Kramer, president, North American Tire and chief financial
officer, said.  "We anticipate annualized interest expense savings
of $15 million to $20 million."

Headquartered in Akron, Ohio, Goodyear Tire and Rubber Company
(NYSE:GT) -- http://www.goodyear.com/-- manufactures tires,  
engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world.  Goodyear employs
more than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company, including 'B' Issuer Default Rating; 'BB/RR1' rating of
its $1.5 billion first-lien credit facility; 'BB/RR1' rating of
its $1.2 billion second-lien term loan; 'B/RR4' rating of its $300
million third-lien term loan; 'B/RR4' rating of its $650 million
third-lien senior secured notes; and 'CCC+/RR6' Senior unsecured
debt rating.


GOODYEAR TIRE: Says 4% Senior Notes are Convertible Until June 29
-----------------------------------------------------------------
The Goodyear Tire & Rubber Company said that its 4% Convertible
Senior Notes due June 15, 2034, are now convertible at the option
of the holders and will remain convertible through June 29, 2007,
the last business day of the current fiscal quarter.

The notes became convertible because the last reported sale
price of the company's common stock for at least 20 trading days
during the 30 consecutive trading-day period ending on
April 17, 2007 (the 11th trading day of the current fiscal
quarter) was greater than 120% of the conversion price in
effect on such day.  The notes have been convertible in previous
fiscal quarters.

The company will deliver shares of its common stock or pay cash
upon conversion of any notes surrendered prior to June 29, 2007.  
If shares are delivered, cash will be paid in lieu of fractional
shares only.  Issued in June 2004, the notes are currently
convertible at a rate of 83.0703 shares of common stock per
$1,000 principal amount of notes, which is equal to a
conversion price of $12.04 per share.

There is approximately $350 million in aggregate principal
amount of notes outstanding.

If all outstanding notes are surrendered for conversion, the
aggregate number of shares of common stock issued would be
approximately 29 million.  The notes could be convertible after
June 30, 2007, if the sale price condition described above is
met in any future fiscal quarter or if any of the other
conditions to conversion set forth in the indenture governing
the notes are met.

Headquartered in Akron, Ohio, Goodyear Tire and Rubber Company
(NYSE:GT) -- http://www.goodyear.com/-- manufactures tires,  
engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world.  Goodyear employs
more than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire & Rubber
Company, including 'B' Issuer Default Rating; 'BB/RR1' rating of
its $1.5 billion first-lien credit facility; 'BB/RR1' rating of
its $1.2 billion second-lien term loan; 'B/RR4' rating of its $300
million third-lien term loan; 'B/RR4' rating of its $650 million
third-lien senior secured notes; and 'CCC+/RR6' Senior unsecured
debt rating.


GSAMP TRUST: Moody's Lowers Ratings on 15 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed under review
for possible downgrade, certain certificates from three GSAMP
Trust deals, issued in 2006.  The transaction consists of subprime
second-lien fixed-rate loans.  The primary originators on the
three transactions are Fremont Investment & Loans, Long Beach
Mortgage Company, and New Century Mortgage Company.

The twenty-three certificates from the three transactions have
been downgraded and placed on review for possible downgrade
because existing credit enhancement levels are low given the
current projected losses on the underlying pool.  The pools of
mortgages have seen a spike in losses in recent months with high
loss severity.  In the GSAMP 2006-S2 transaction future loss could
cause a more significant erosion of the overcollateralization (OC)
and a loss for the subordinated classes as reflected in the
ratings.  The GSAMP 2006-S3 and 2006-S5 transaction the B-2
certificates are completely written-down and the B-1 certificates
have begun to take write-downs.

Complete rating actions are:

Issuer: GSAMP Trust

Downgrades:

    * Series 2006-S2; Class M-5, downgraded to Ba1 from Baa1;
    * Series 2006-S2; Class M-6, downgraded to Ba3 from Baa2;
    * Series 2006-S2; Class M-7, downgraded to B3 from Baa3;
    * Series 2006-S2; Class B-1, downgraded to Caa3 from Ba1;
    * Series 2006-S2; Class B-2, downgraded to C from Caa2;
    * Series 2006-S3; Class M-4, downgraded to Ba3 from Baa3;
    * Series 2006-S3; Class M-5, downgraded to Caa1 from Ba1;
    * Series 2006-S3; Class M-6, downgraded to Ca from Ba3;
    * Series 2006-S3; Class M-7, downgraded to C from B2;
    * Series 2006-S3; Class B-1, downgraded to C from Caa2;
    * Series 2006-S5; Class M-4, downgraded to Ba1 from A3;
    * Series 2006-S5; Class M-5, downgraded to B3 from Baa1;
    * Series 2006-S5; Class M-6, downgraded to Ca from Ba3;
    * Series 2006-S5; Class M-7, downgraded to C from B2;
    * Series 2006-S5; Class B-1, downgraded to C from Ca.

Review for Possible Downgrade:

    * Series 2006-S3; Class M-1, current rating Aa2, under review
      for possible downgrade;

    * Series 2006-S3; Class M-2, current rating Aa3, under review
      for possible downgrade;

    * Series 2006-S3; Class M-3, current rating A2, under review
      for possible downgrade;

    * Series 2006-S5; Class A-1, current rating Aaa, under review
      for possible downgrade;

    * Series 2006-S5; Class A-2, current rating Aaa, under review
      for possible downgrade;

    * Series 2006-S5; Class M-1, current rating Aa2, under review
      for possible downgrade;

    * Series 2006-S5; Class M-2, current rating Aa3, under review
      for possible downgrade;

    * Series 2006-S5, Class M-3, current rating A2, under review
      for possible downgrade.


HEALTH-CHEM CORP: Demetrius & Company Raises Going Concern Doubt
----------------------------------------------------------------
Demetrius & Company LLC in Wayne, N.J., expressed substantial
doubt about Health-Chem Corporation's ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's defaulting on payments to its bondholders and
licensors, and working capital deficiencies.

Health-Chem Corp. reported a net loss of $1,656,000 on net sales
of $5,940,000 for the year ended Dec. 31, 2006, compared with a
net loss of $2,480,000 on net sales of $7,586,000 for the year
ended Dec. 31, 2005.

Net sales decreased by 22% during the 2006 period.  The decrease
is due primarily to a 53% decline in sales of transdermal
nitroglycerin patches to one of the company's largest customers in
2006 as compared to 2005.

Total operating expenses decreased $752,000, primarily due to a
decrease in selling, general and administrative expenses, a
decrease in net interest expense, partly offset by an increase in
research and development expense.

Product development income increased $160,000 due primarily to
additional development work income associated with a new project
that commenced in 2006.

Other income of $492,000 in 2006 consisted primarily of $487,000
representing a reimbursement for premiums the company had
previously paid on a life insurance policy on a former officer of
the company which policy was paid out to the insured's beneficiary
during the year.  The company reported no other income for the
same period in 2005.

At Dec. 31, 2006, the company's balance sheet showed $5,793,000 in
total assets and $22,379,000 in total liabilities, resulting in a
$16,586,000 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $4,063,000 in total current assets available to pay
$20,228,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1da4

         Default on Payments to Bondholders and Licensors

Included in the company's total liabilities as of Dec. 31, 2006,
are $11,463,000 in outstanding debentures which became
due in 1999 and under which the company is currently in default.  
Also included in these debts and liabilities is $7,321,000 of
unpaid royalties due under a license agreement with Key
Pharmaceuticals Inc.  The company does not have cash on hand to
repay the amount due under the debentures or the royalty payment
owed under the license agreement.  The company's financial
condition has prevented it from securing financing or obtaining
loans from which it could repay all or a portion of the amounts
due.

                     About Health-Chem Corp.

Headquartered in Emigsville, Pa., Health-Chem Corp. (Other OTC:
HCLC.PK) -- http://www.healthchem.com/-- develops, manufactures  
and markets transdermal drug delivery systems and undertakes
research and development activities for third parties on a
contract basis.  Currently, the company's sole product is a
prescription transdermal patch which delivers nitroglycerin for
use in the relief of the vascular and cardiovascular symptoms
related to angina pectoris (chest pain).


HEREUARE INC: Kabani & Company Raises Going Concern Doubt
---------------------------------------------------------
Kabani & Company, Inc. raised substantial doubt about the ability
of hereUare Inc., formerly PeopleNet International Corporation, to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's accumulated deficit of $65,009,435
including net losses of $13,484,750 and $1,034,957 for the years
ended Dec. 31, 2006, and 2005, respectively.

For the year ended Dec. 31, 2006, the company generated revenues
of $38,118, as compared with a net loss of $9,069 for the year
ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had total assets of $1,902,802
and total liabilities of $459,406, resulting in a $1,443,396 total
stockholders' equity.  The company's December 31 balance sheet
also showed strained liquidity with total current assets of
$434,630 and total current liabilities of $459,406.

Net cash flows for the 12 months ended Dec. 31, 2006, was negative
at $1,158,743.  There was a net inflow of $1,057,770 from
financing activities.  Cash used for operating activities was
$2,299,601 on a consolidated basis while net cash gained from
investing activities was $83,084.  Throughout the year ended
Dec. 31, 2006, the company was primarily developing products and
was not generating revenues.

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

                       About hereUare Inc.

hereUare Inc. and its wholly owned operating subsidiary, hereUare
Communications Inc. -- http://info.hereuare.com/index.html--,  
provide individuals and small to medium enterprises with a
personalized and centralized Internet platform that aggregates
user needs on any Internet device.  Its products focus on
delivering simple, flexible and patent pending technologies
uniquely tailored to different Internet needs or styles.  On Sept.
22, 2006, PeopleNet International Corporation acquired hereUare
Communications, Inc., a Delaware corporation, by reverse merger.  
On March 26, 2007, hereUare changed its name from PeopleNet
International Corporation to hereUare Inc.  The securities of
hereUare are not currently traded on any market.


INDYMAC BANCORP: Fitch Affirms Individual Rating at 'B/C'
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
IndyMac Bancorp at 'BBB-'.  The Rating Outlook has been revised to
Stable from Positive.

The affirmation reflects NDE's relatively good performance amid an
extremely challenging mortgage environment.  Fitch believes that
the company's seasoned management team and a much improved risk
management function will help NDE endure profitability pressures
and deteriorating asset quality.  The rating is also supported by
stable funding and liquidity sources.  In addition to deposits and
access to FHLB funding, NDE has approximately $2.8 billion of
unencumbered liquid assets.  More recently, the company has relied
less on short-term, secured funding.

The Rating Outlook revision reflects the likelihood that 2007 will
be a transitional year for both NDE and the industry.  Although
the company's production volume has been strong, NDE's Mortgage
Banking Revenue margin has dropped recently and consistently
narrowed over the last five years.  Fitch believes that a
prolonged mortgage market weakness will make it difficult for NDE
to grow production and replicate earnings performance enjoyed over
the last three years.  NDE does not possess the same risk profile
or focus shared by companies participating in the lower end of the
credit spectrum that have struggled or folded.  Although subprime
production was less than 3% in 2006, NDE is not immune to subprime
contagion and secondary market risk aversion.

Future rating actions will be based on NDE's execution of its
strategic plan that will emphasize retail mortgage banking.  In
considering positive rating actions, Fitch will evaluate the
company's ability to improve while maintaining current risk-
adjusted capital levels.  Negative rating actions would be
considered if credit costs are higher than expected or external
events beyond management's control materialize.  Such events
include, for example, mortgage industry regulatory reform or a
marked declined in California real estate prices.  Fitch would
also consider negative rating actions if NDE manages capital more
aggressively.

Fitch has affirmed these ratings with a Stable Outlook:

IndyMac Bancorp

    -- Long-term Issuer Default Rating at 'BBB-';
    -- Long-term senior debt rating at 'BBB-';
    -- Short-Term Issuer at 'F2';
    -- Individual at 'B/C';
    -- Support at '5'.

IndyMac Bank, FSB

    -- Long-term deposit rating at 'BBB';
    -- Long-term Issuer Default Rating (IDR) at 'BBB-';
    -- Short-Term Issuer at 'F2';
    -- Short-term deposits at 'F2';
    -- Individual at 'B/C';
    -- Support at '5'.

IndyMac Capital Trust

    -- Preferred securities at 'BB+'.


INEX PHARMA: Withdraws Bankr. Petition for Protiva Biotherapeutics
------------------------------------------------------------------
Inex Pharmaceuticals Corporation has withdrawn, with the leave of
the Supreme Court of British Columbia, its bankruptcy petition,
which sought to have Protiva Biotherapeutics Inc. declared
bankrupt.

The bankruptcy petition was filed by Inex on Feb. 26, 2007, on the
basis that Protiva had not paid Inex $71,882.89 for certain patent
costs incurred by Inex between July 2006 and December 2006.  As
Inex was informed at the time of its submission, the reason
Protiva did not reimburse Inex for its costs was because the
patents in question are at issue in the ongoing litigation between
the companies, and not because Protiva lacked the available funds
to do so.

To ensure the petition was withdrawn expeditiously and to
eliminate the legal costs of fighting it, Protiva has reimbursed
Inex for the total amount owed.

"We are pleased that this petition, which in our view was
frivolous to begin with, has been withdrawn," Protiva's President
and CEO, Dr. Mark Murray said.  "We fully expect Inex will
continue its campaign against Protiva.  For our part, we will
focus on our business and continue to pursue our claims against
Inex in court, where we expect to prevail.  In the US, Sirna and
Merck underestimated the validity of our claims, and have now
found themselves enjoined by the California Superior Court from
using our intellectual property.  We expect to have the same kind
of success against Inex.  In both cases, we will be seeking to
protect our intellectual property as well as substantial monetary
damages."

                          About Protiva

Headquartered in Vancouver, B.C., Protiva Biotherapeutics Inc. --
http://www.protivabio.com/-- develops nucleic acid based  
pharmaceutical products to fight serious human diseases, such as
cancer, influenza, Ebola, inflammatory diseases and other chronic
viral infections.  Founded in 2001, Protiva has offices in
Seattle, Washington.

                           About INEX

Based in Vancouver, Canada, Inex Pharmaceuticals Corporation
(NASDAQ: HNAB) (TSX: IEX) -- http://www.inexpharma.com/-- is a    
biopharmaceutical company developing and commercializing
proprietary drugs and drug delivery systems to improve the
treatment of cancer.

At Sept. 30, 2006, Inex Pharmaceuaticals disclosed total assets of
$8,915,832 and total liabilities of $8,982,462, resulting in a
$66,630 deficit.  Shareholders' deficit was $3,878,468 at June 30,
2006.

At Dec. 31, 2006, the company's balance sheet showed a positive
equity of $181,283.

This concludes the Troubled Company Reporter's coverage of Inex
Pharmaceuticals Corporation until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


INTERNAL INTELLIGENCE: Gets Another 120-Day Extension to File Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Internal Intelligence Services Inc.'s exclusive periods to file a
Chapter 11 plan and solicit acceptances of that plan for an
additional 120 days.

The Debtor's exclusive period to file a plan expired on April 19,
2007.

According to the Debtor, the extension is warranted because:

   1. its case is in the early stage;

   2. the Debtor is current with its postpetition obligations;

   3. the Debtor is making a good faith effort to move the case
      forward; and

   4. the Debtor is in the process of stabilizing the case.

Newark, New Jersey-based Internal Intelligence Service Inc.
provides security and investigative services.  The Debtor filed
for Chapter 11 protection on Dec. 20, 2006 (Bankr. D. N.J.
Case No. 06-22824)  Jonathan I. Rabinowitz, Esq., at Rabinowitz,
Lubetkin, & Tully LLC, represents the Debtor.  No Committee of
Unsecured Creditors has been appointed in the Debtor's case.  In
its schedules of assets and liabilities, the Debtor listed total
assets of $3,889,890 and total liabilities of $11,436,947.


JHADWARN INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jhadwarn, Inc.
        dba Message on Hold
        5503 56th Commerce Park
        Tampa, FL 33610

Bankruptcy Case No.: 07-03203

Type of Business: The Debtor provides mailing and messenger
                  services.

Chapter 11 Petition Date: April 20, 2007

Court: Middle District of Florida (Tampa)

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

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


KODIAK CDO: Fitch Holds BB+ Rating on $27 Million Class H Notes
---------------------------------------------------------------
Fitch affirms 12 classes of notes issued by Kodiak CDO I,
Ltd./Inc.

These rating actions are effective immediately:

    -- $323,500,000 class A-1 first priority senior secured
       floating rate notes at 'AAA';

    -- $103,500,000 class A-2 second priority senior secured
       floating rate notes at 'AAA';

    -- $83,000,000 class B third priority senior secured floating
       rate notes at 'AA';

    -- $30,000,000 class C fourth priority secured deferrable
       floating rate notes at 'AA';

    -- $13,000,000 class D-1 fifth priority secured deferrable
       fixed/floating rate notes at 'AA-';

    -- $5,000,000 class D-2 fifth priority secured deferrable
       fixed/floating rate notes at 'AA-';

    -- $29,000,000 class D-3 fifth priority secured deferrable
       floating rate notes at 'AA-';

    -- $5,000,000 class E-1 sixth priority secured deferrable
       floating rate notes at 'A';

    -- $29,000,000 class E-2 sixth priority secured deferrable
       floating rate notes at 'A';

    -- $7,000,000 class F seventh priority secured deferrable
       floating rate notes at 'BBB+';

    -- $50,000,000 class G eighth priority secured deferrable
       floating rate notes at 'BBB';

    -- $27,000,000 class H ninth priority secured deferrable
       floating rate notes at 'BB+'.

Kodiak I is managed by Kodiak Capital Management Company and has
recently completed its ramp-up period.  Fitch's affirmations are
based on the transaction's satisfaction of required performance
covenants.  During its ramp-up period, Kodiak I experienced
temporary overcollateralization test failures due to certain
shadow rating downgrades, by Fitch, of trust preferred securities
issued by subprime mortgage lenders in the portfolio.  The assets
in question were downgraded to such a level that excluded them
from the performing pool, causing the OC test failures.  Kodiak
Capital Management proposed, and subsequently executed a plan to
sell one of the distressed assets out of the CDO in order to avoid
an effective date ratings confirmation failure and early wind
down. The combination of this sale and Fitch's upgrade of the
shadow ratings of other distressed assets has resulted in Kodiak I
passing its OC covenants as of the effective date.

The ratings of the class A-1, A-2 and B 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 stated maturity date.  The ratings for
the class C, D, E-1, E-2, E-3, F-1, F-2, G and H notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the stated maturity date.  The
portfolio is fully ramped with a total performing collateral
balance of $706.9 million.  The notes have a stated maturity of
August 2037 and periodic payments on the notes will be paid on a
quarterly basis.

The notes are supported by the cash flows of a static portfolio
consisting of trust preferred securities and subordinated debt
issued by subsidiaries of real estate investment trusts, real
estate operating companies and homebuilders, as well as senior
REIT debt securities and commercial mortgage-backed securities.  
Of the total portfolio, approximately 67% are trust preferred
securities and subordinated debt, approximately 28% are senior
REIT debt securities and 5% are CMBS.  The collateral was selected
and is monitored by Kodiak CDO Management LLC, which is managed
solely by Kodiak Capital Management LLC.  Kodiak Capital
Management LLC is a joint venture between The Bear Companies and
Harbor Asset Management.  This is the first CDO managed by Kodiak
CDO Management.

As part of the rating process for this transaction, Fitch stressed
the underlying asset portfolio with a variety of default rates,
timing scenarios, and interest-rate scenarios, designed to
simulate varying economic conditions. This included modeling the
cash flows under middle-, front-, and back-loaded default stress
scenarios. The majority of the trust preferred securities included
in the KODIAK I portfolio are unrated.  Fitch used a hybrid
approach to analyze the portfolio.  This analysis included a
combination of trust preferred criteria used by Fitch's Financial
Institutions and Insurance groups and Fitch's VECTOR model
analytics.

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


LONG BEACH: Fitch Takes Various Rating Actions on 21 RMBS Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Long Beach
Mortgage Loan Trust RMBS issues:

Long Beach Mortgage Loan Trust, Series 2000-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 downgraded to 'BBB' from 'A';
    -- Class M-2 affirmed at 'CCC/DR2' Distressed Recovery;
    -- Class M-3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2001-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'A-';
    -- Class M-2 affirmed at 'B+';
    -- Class M-3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2001-2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'A';
    -- Class M-2 affirmed at 'BB';
    -- Class M-3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2001-3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'A+';
    -- Class M-2 downgraded to 'B' from 'BB-';
    -- Class M-3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2001-4 Group 1

    -- Class I-A affirmed at 'AAA';

    -- Class I-M2 downgraded to 'C' from 'CCC' and remains at
       'DR2';

   -- Class I-M3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2001-4 Group 2

    -- Class II-A affirmed at 'AAA';
    -- Class II-M1 affirmed at 'A-';

    -- Class II-M2 downgraded to 'C' from 'CCC' and remains at
       'DR2';

    -- Class II-M3 remains at 'C/DR6'.

Long Beach Mortgage Loan Trust, Series 2002-1 Group 1

    -- Class I-A affirmed at 'AAA';
    -- Class I-M2 downgraded to 'B' from 'BB';
    -- Class I-M3 remains at 'C/DR4'.

Long Beach Mortgage Loan Trust, Series 2002-1 Group 2

    -- Class II-M1 affirmed at 'BBB+';
    -- Class II-M2 downgraded to 'B' from 'BB';
    -- Class II-M3 remains at 'C/DR4'.

Long Beach Mortgage Loan Trust, Series 2002-2 Group 1

    -- Class I-A affirmed at 'AAA';
    -- Class I-M2 downgraded to 'BB' from 'BBB';
    -- Class I-M3 downgraded to 'C' from 'B' and assigned 'DR3';
    -- Class I-M-4A downgraded to 'C/DR6' from 'CCC/DR3';
    -- Class I-M-4B downgraded to 'C/DR6' from 'CCC/DR3'.

Long Beach Mortgage Loan Trust, Series 2002-2 Group 2

    -- Class II-M2 downgraded to 'BB' from 'BBB';
    -- Class II-M3 downgraded to 'C' from 'B' and assigned 'DR3';
    -- Class II-M-4A downgraded to 'C/DR6' from 'CC/DR4';
    -- Class II-M-4B downgraded to 'C/DR6' from 'CC/DR4'.

Long Beach Mortgage Loan Trust, Series 2002-5
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A-';
    -- Class M-3 downgraded to 'C' from 'B+' and assigned 'DR2;

    -- Class M-4A remains at 'C' and downgraded to 'DR6' from
       'DR5';

    -- Class M-4B remains at 'C' and downgraded to 'DR6' from
       'DR5'.

Long Beach Mortgage Loan Trust, Series 2003-1

    -- Class A-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'BB-' from 'BB+';
    -- Class M-4 downgraded to 'C' from 'B' and assigned 'DR5'.

Long Beach Mortgage Loan Trust, Series 2003-2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'BBB+' from 'A-';
    -- Class M-4 downgraded to 'BBB-' from 'BBB';
    -- Class M-5 downgraded to 'BB+' from 'BBB-'.

Long Beach Mortgage Loan Trust, Series 2003-3

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 downgraded to 'BB' from 'BBB-';
    -- Class M-4 downgraded to 'B' from 'BB-'.

Long Beach Mortgage Loan Trust, Series 2003-4

    -- Class AV-1 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class M-4A affirmed at 'BBB+';
    -- Class M-4F affirmed at 'BBB+';
    -- Class M-5A affirmed at 'BBB';
    -- Class M-5F affirmed at 'BBB';
    -- Class M-6 downgraded to 'BB-' from 'BBB-'.

Long Beach Mortgage Loan Trust, Series 2004-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 upgraded to 'AAA' from 'AA+';
    -- Class M-2 upgraded to 'AA+' from 'AA';
    -- Class M-3 upgraded to 'AA' from 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+'.

Long Beach Mortgage Loan Trust, Series 2004-2

    -- 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 'BBB+';
    -- Class M-6 affirmed at 'BBB';
    -- Class M-7 affirmed at 'BBB-';
    -- Class B affirmed at 'BB'.

Long Beach Mortgage Loan Trust, Series 2004-3

    -- 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 M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-'.

Long Beach Mortgage Loan Trust, Series 2004-4

    -- 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 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

Long Beach Mortgage Loan Trust, Series 2004-5

    -- Class A affirmed at 'AAA';
    -- Class A-5 affirmed at 'AA+';
    -- Class A-6 affirmed at 'AA';
    -- 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 'BBB+';
    -- Class M-6 affirmed at 'BBB';
    -- Class M-7 affirmed at 'BBB-'.

Long Beach Mortgage Loan Trust, Series 2004-6

    -- Class A affirmed at 'AAA';

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Long Beach Mortgage Company.  The
mortgage loans consist of fixed- and adjustable-rate subprime
mortgage loans and are secured by first- and second-lien mortgages
or deeds of trust on residential properties.  As of the March 2007
distribution date, the transactions are seasoned from a range of
28 to 74 months, and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 5% (series 2000-1) to 27% (series 2004-6).  
Long Beach Mortgage Company is the master servicer for all of the
transactions detailed above, and Washington Mutual Bank, FA, rated
'RPS2' for subprime products by Fitch, is the subservicer for all
of the mortgage loans.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $3.733 billion of outstanding certificates.
Specifically, the affirmation on class A-1V in series 2001-2
reflects a guaranty provided by the Federal Home Loan Mortgage
Corporation, whose financial strength is rated 'AAA' by Fitch.  
The affirmations on the A classes in series 2001-3, 2001-4, 2002-1
and 2003-1 reflect a guaranty provided by the Federal National
Mortgage Association, whose financial strength is rated 'AAA' by
Fitch.  The affirmation on class A in series 2004-4 reflects a
guaranty provided by Financial Security Assurance Inc., whose
financial strength is rated 'AAA' by Fitch.  The upgrades reflect
an improvement in the relationship between CE and future expected
losses, and affect approximately $303.7 million in outstanding
certificates.

The downgrades, which affect approximately $213.7 million of
outstanding certificates, reflect continued deterioration in the
relationship between CE and future loss expectations.  All of the
transactions affected by the downgrades are generally experiencing
monthly losses that exceed the available excess spread, resulting
in substantial deterioration of OC and preventing the OC from
maintaining its target amount.  In the most severe examples (2001
vintage transactions), OC has been depleted and the most
subordinate certificates have suffered principal write-downs.

In regard to series 2001-4 and 2002-1 transactions, classes M-2
and M-3 represent interests in 2 loan groups and, solely for
purposes of determining distributions of principal and interest
and the allocation of losses realized on mortgage loans, each
class consists of two components: I-M2 and II-M2; I-M3 and II-M3.  
The CE for a component class may differ between the loan groups.  
However, a default of a component class would result in a default
of the entire class and therefore Fitch's ratings reflect the
credit risk to the weaker of the two components.

Of particular note, the performance of the transactions issued
prior to 2004 has also been adversely affected by a growing
concentration of loans secured with manufactured homes.  While the
percentage of MH loans in the initial pool balance was relatively
modest, the MH loans have made up a disproportionately large
percentage of the liquidated loans and, due to relatively slow
voluntary prepayments, have become a significant percentage of the
remaining pool balance.  As of March 2007, the MH concentration
(as a percentage of current pool balance) for transactions issued
in 2000 is approximately 26% (originally from 6% to 7%); for
transactions issued in 2001 from 23% to 25% (originally from 5% to
7%); for transactions issued in 2002 from 11% to 19% (originally
from 3% to 4%); and for transactions issued in 2003 from 10% to
12% (originally from 2% to 3%). It is Fitch's expectation that the
MH concentration for those transactions to continue to grow.


LONG BEACH: Moody's Lowers Ratings on Three Certificate Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for possible further downgrade three certificates and placed on
review for possible downgrade nine certificates from a transaction
issued by Long Beach Mortgage Loan Trust.  The transaction is
backed by sub-prime second lien loans.

The projected pipeline loss has increased over the past a few
months and may affect the credit support for the three
certificates.  The certificates are being downgraded and placed on
review for possible downgrade based on the fact that the bonds'
current credit enhancement levels, including excess spread, may be
too low compared to the current projected loss numbers for the
current rating levels.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust

Downgrade and Review for Possible Further Downgrade:

    * Series 2006-A Class M-7, downgraded from Baa3 to B1, and on
      review for possible further downgrade

    * Series 2006-A Class B-1, downgraded from Ba1 to B3, and on
      review for possible further downgrade

    * Series 2006-A Class B-2, downgraded from Ba2 to Ca, and on
      review for possible further downgrade

Review for Possible Downgrade:

    * Series 2006-A Class A-1, current rating Aaa, under review
      for possible downgrade

    * Series 2006-A Class A-2, current rating Aaa, under review
      for possible downgrade

    * Series 2006-A Class A-3, current rating Aaa, under review
      for possible downgrade

    * Series 2006-A Class M-1, current rating Aa2, under review
      for possible downgrade

    * Series 2006-A Class M-2, current rating Aa3, under review
      for possible downgrade

    * Series 2006-A Class M-3, current rating A2, under review for
      possible downgrade

    * Series 2006-A Class M-4, current rating A3, under review for
      possible downgrade

    * Series 2006-A Class M-5, current rating Baa1, under review
      for possible downgrade

    * Series 2006-A Class M-6, current rating Baa2, under review
      for possible downgrade


LYONDEL CHEMICAL: Launches 10.5% Sr. Secured Notes Cash Offering
----------------------------------------------------------------
Lyondell Chemical Company disclosed last week that it is
soliciting consents to a proposed amendment of a restrictive
provision of the indenture related to its 10.5% Senior Secured
Notes due 2013, which currently require Lyondell to refinance
indebtedness that is subordinated in right of payment to the 2013
Notes by issuing new subordinated indebtedness.

Separately, the company has commenced a cash tender offer for all
of its outstanding $278,000,000 aggregate principal amount of its
11.125 percent Senior Secured Notes due 2012.  In conjunction with
the 2012 Tender Offer, the company is soliciting consents from
holders of the 2012 Notes to effect certain proposed amendments
o the indenture governing the 2012 Notes, including elimination of
substantially all the restrictive covenants.  The company intends
to fund the 2012 Tender Offer with cash on hand and borrowings
under its revolving credit facility.

                    2013 Consent Solicitation

The 2013 Consent Solicitation will expire at 5 p.m. EDT on
Tuesday, May 1, 2007, unless extended or earlier terminated.
Holders of record of the 2013 Notes as of April 17, 2007, are
entitled to consent to the proposed amendment.  Adoption of the
proposed amendment and payment of the consent payment are
conditioned upon, among other things, the receipt of the consent
of holders of not less than a majority in aggregate principal
amount of the 2013 Notes.

The company will pay a consent payment of $2.50 for each $1,000
principal amount of the 2013 Notes with respect to which a consent
to the proposed amendment is received and not revoked prior to the
2013 Consent Deadline.

Consents to the amendments should be sent directly to D. F. King &
Co., Inc., the Tabulation Agent for the 2013 Consent Solicitation,
48 Wall Street, 22nd Floor, New York, New York 10005, Attention:
John Dunican at (212) 269-5694 (telephone) and (212) 809-8839

        2012 Tender Offer and the 2012 Consent Solicitation

The 2012 Tender Offer will expire at midnight EDT on Tuesday,
May 15, 2007, unless extended or earlier terminated by Lyondell.  
The 2012 Consent Solicitation will expire at 5 p.m. EDT on
Tuesday, May 1, 2007, unless extended or earlier terminated.  
Holders that validly tender the 2012 Notes pursuant to the 2012
Tender Offer will be deemed to have validly delivered consents
related to such 2012 Notes.  Tendered 2012 Notes may not be
withdrawn, and consents may not be revoked, after 5 p.m. EDT on
Tuesday, May 1, 2007.

The total consideration per $1,000 principal amount of 2012 Notes
validly tendered and not validly withdrawn at or prior to the 2012
Consent Deadline will consist of:

   a) the present value on the Initial Payment Date (as defined
      below) of:

      -- the repayment price of $1,055.63 at the first call date
         of July 15, 2007, plus

      -- the amount of interest that would accrue from the last
         date on which interest has been paid to the Call Date
         minus

   b) accrued and unpaid interest from the last date on which
      interest has been paid up to, but not including, the Initial
      Payment Date.

The discount rate for calculating the present value is based on
a fixed spread of 50 basis points over the yield on the Price
Determination Date of the 3.625% U.S. Treasury Note due June 30,
2007.

The total consideration includes a consent payment of $30 per
$1,000 principal amount of 2012 Notes to holders who validly
tender 2012 Notes, and thereby validly deliver consents related to
such 2012 Notes, at or prior to the 2012 Consent Deadline.  In
addition, accrued and unpaid interest from the last interest
payment date to, but not including, the applicable payment date
will be paid on all validly tendered and accepted 2012 Notes.

The total consideration will be calculated at 2 p.m. EDT on
Tuesday, May 1, 2007, unless the 2012 Tender Offer is extended.  
Holders whose 2012 Notes are validly tendered by the 2012 Consent
Deadline and accepted for purchase will receive payments on or
about Wednesday, May 2, 2007.  Holders whose 2012 Notes are
validly tendered after the 2012 Consent Deadline and accepted for
purchase will receive payments promptly after the Expiration Date.

Lyondell's obligation to accept for purchase, and to pay for, 2012
Notes validly tendered and not withdrawn pursuant to the 2012
Tender Offer and the 2012 Consent Solicitation is subject to the
satisfaction or waiver of certain conditions, including the
receipt of consents with respect to a majority in aggregate
principal amount of outstanding 2012 Notes.  The complete terms
and conditions of the 2012 Tender Offer and the 2012 Consent
Solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement dated April 18, 2007, which is being sent
to holders of the 2012 Notes.

Citi is the exclusive dealer manager for the 2012 Tender Offer and
solicitation agent for the 2012 Consent Solicitation.  Questions
regarding the 2012 Tender Offer and 2012 Consent Solicitation may
be directed to Citi at (800) 558-3745 (toll free) and (212) 723-
6106 (collect).  Copies of the Offer and Consent Statement and
related materials may be obtained from the Information Agent, D.F.
King & Co., Inc. at (800) 735-3107 (U.S. toll free) and (212) 269-
5550.

                     About Lyondell Chemical

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures chemicals and plastics, a refiner of heavy, high-
sulfur crude oil.  The company also produces fuel products like
ethylene, polyethylene, styrene, propylene, propylene oxide,
titanium dioxide, gasoline, ultra low-sulfur diesel, MTBE and
ETBE.

                          *     *     *

Fitch Ratings affirmed Lyondell Chemical Company's Issuer
Default Rating at 'BB-'.  In addition, Fitch affirmed the
company's Senior secured credit facility and term loan at 'BB+'
and Senior secured notes at 'BB+.  At the same time, Fitch
lowered the rating of Lyondell's $100 million, 10.25% debentures
due 2010 and $225 million, 9.8% debentures due 2020 to 'BB-'
from 'BB+'.


MASTR SECOND: Moody's Junks Rating on Class M-8 Loans
-----------------------------------------------------
Moody's Investors Service has downgraded two tranches and has
placed under review for possible downgrade three tranches from
MASTR Second Lien Trust 2005-1.  The underlying collateral for
this deal consists of second-lien, fixed-rate residential mortgage
loans.  The loans are serviced by Irwin Union Bank and Trust
Company.

The certificates have been downgraded and placed on review for
possible downgrade based upon the weaker than anticipated
performance of the mortgage collateral and the resulting erosion
of credit support.  The overcollateralization in the deal has been
fully exhausted, the unrated M-10 tranche has been fully written
down, and the unrated M-9 tranche is currently realizing losses.
Furthermore, existing credit enhancement levels may be low given
the current projected losses on the underlying pool.

Complete rating actions are:

Issuer: MASTR Second Lien Trust

Downgrade:

    * Series 2005-1, Class M-7, downgraded from Ba1 to B2
    * Series 2005-1, Class M-8, downgraded from B1 to C

Review for Possible Downgrade:

    * Series 2005-1, Class M-4, current rating Baa1, under review
      for possible downgrade

    * Series 2005-1, Class M-5, current rating Baa2, under review
      for possible downgrade

    * Series 2005-1, Class M-6, current rating Baa3, under review
      for possible downgrade


MECHANICAL ELECTRICAL: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Mechanical Electrical & Refrigeration Contractors, Inc.
        P.O. Box 24642
        GMF, GU 96921

Bankruptcy Case No.: 07-00046

Type of Business: The Debtor is a mechanical, electrical and
                  refrigeration services contractor.

Chapter 11 Petition Date: April 20, 2007

Court: District Court of Guam (Hagatna)

Judge: Frances M. Tydingco-Gatewood

Debtor's Counsel: Mark E. Williams
                  201 K and F Building,
                  213 East Buena Vista Avenue
                  Dededo, GU 96929
                  Tel: (671) 637-9620
                  Fax: (671) 637-9660

Total Assets: $1,165,824

Total Debts:  $2,081,498

Debtor's Five Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Department of Revenue &                              $1,276,809
Taxation
P.O. Box 23607
GMF, GU 96921

Internal Revenue Service                               $791,690
Department of the Treasury
300 North Los Angeles St. Stop 5501
Los Angeles, CA 92677

American Plumbing Supply                                 $8,454
American International Supply, Inc.
165 Skyline Drive, Suite 1000
Tamuning, GU 96913

Perez Bros., Inc.                                        $3,071

Trade Publishing Company, Ltd.                           $1,474


MEGA BRANDS: S&P Places BB- Ratings on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and bank loan ratings on Montreal, Quebec-based
MEGA Brands Inc. on CreditWatch with negative implications.  The
bank loan's '2' recovery rating was also placed on CreditWatch.
                  
"The CreditWatch placement and the possibility of a subsequent
downgrade reflect concerns that revenues, earnings, and credit
protection measures at MEGA Brands did not meet Standard & Poor's
forecast for 2006 and could remain weaker than expected in 2007
due to challenges the company faces," said Standard & Poor's
credit analyst Lori Harris.
                  
MEGA Brands has faced litigation relating to its Magnetix product,
which resulted in product recalls, product replacement, and
product liability settlement expenses.  Although MEGA Brands could
be reimbursed for certain expenses, the magnitude of the charges
related to the litigation in the fourth quarter of 2006, and the
resulting negative impact on the company's debt levels and credit
ratios were not expected by Standard & Poor's.  MEGA Brands had
chosen to be self-insured for Magnetix products manufactured
before May 1, 2006, and for incidents occurring after Dec. 1,
2006, because the cost of insurance was viewed as prohibitive.
Management's decision to be self-insured raises uncertainty
surrounding the company's potential exposure to liability claims
and MEGA Brands ability to financially support these claims
without excessively jeopardizing the financial strength of the
business.
                  
In addition, the company is involved in litigation with the former
shareholders of Rose Art Industries Inc., which concerns
contingent payments related to MEGA Brands' acquisition of the
business in 2005.  An additional $51 million in accrued
consideration has yet to be paid because MEGA Brands is disputing
the claim.
            
To resolve the CreditWatch listing, Standard & Poor's will meet
with management and review MEGA Brands' operating and financial
strategies, including the company's plans to deal with the
litigation risk that it faces.


MERISANT CO: S&P Junks Rating on Amended $246 Mil. Facilities
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' bank loan
rating to Chicago, Illinois-based low-calorie sweetener processor,
packager, and marketer Merisant Co.'s $246 million amended and
restated first-lien senior secured credit facilities, and assigned
a recovery rating of '1', indicating investors could expect full
(100%) recovery of principal in the event of a payment default or
bankruptcy.  The ratings are based on preliminary terms and
conditions and are subject to review upon final documentation.
     
At the same time, Standard & Poor's affirmed the 'CCC' corporate
credit ratings and 'CC' senior subordinated note ratings on
Merisant Co. and its holding company, Merisant Worldwide Inc.  The
outlook is negative.
     
In April 2007, Merisant announced that it was amending and
restating its senior secured credit facility.  As part of the
proposed transaction, the company plans to add-on $85 million in
first-lien senior secured term loan debt, proceeds of which would
be used to refinance its $85 million second-lien facility.  The
aggregated $246 million first-lien credit facility consists of a
$35 million revolving facility due 2009, a $191 million term
loan B due 2010, and a $20 million Euro-denominated  term loan A
due 2009.  Pro forma for the transaction, no material debt will be
added to the company's balance sheet.  At the fiscal year ended
Dec. 31, 2006, Merisant had about $546 million in total
consolidated debt outstanding.
     
"The ratings on Merisant reflect the company's highly leveraged
financial profile, limited financial flexibility, narrow product
focus, and intensely competitive industry conditions," said
Standard & Poor's credit analyst Mark Salierno.


MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates
----------------------------------------------------------------
Fitch has taken rating actions on these Merrill Lynch Mortgage
Investors mortgage pass-through certificates:

Series 2002-A3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AAA';
    -- Class M-3 affirmed at 'AAA';
    -- Class B-1 upgraded from 'AA+' to 'AAA';
    -- Class B-2 upgraded from 'A+' to 'AA'.

Series 2003-A

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

Series 2003-A1

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

Series 2003-A3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class B-1 affirmed at 'A';
    -- Class B-2 affirmed at 'BBB-'.

Series 2003-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA+';
    -- Class B-3 affirmed at 'AA';
    -- Class B-4 affirmed at 'AA-';
    -- Class B-5 affirmed at 'BBB'.

Series 2003-G

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

Series 2003-H

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

Series 2005-A4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'BBB';
    -- Class B-1 affirmed at 'BB';
    -- Class B-2 affirmed at 'B'.

Series 2005-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded from 'AA' to 'AA+';
    -- Class B-2 upgraded from 'A' to 'A+';
    -- Class B-3 upgraded from 'BBB+' to 'A-';
    -- Class B-4 affirmed at 'BB';
    -- Class B-5 affirmed at 'B'.

The collateral in the aforementioned transactions consists
primarily of adjustable rate, conventional, fully amortizing loans
secured by first liens on residential properties.  The collateral
was originated by multiple lenders including PHH Mortgage
Corporation, Countrywide Home Loans, Inc., National City Mortgage
Co., Quicken Loans, Inc., Washington Mutual Bank, and others.  
Wells Fargo Bank, N.A. is the servicer for all transactions, and
has a rating of 'RPS1' provided by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$1.63 billion in outstanding certificates.  The upgrades reflect
an improvement in the relationship between CE and future expected
losses, and affect approximately $11.25 million in outstanding
certificates.  The CE levels for the upgraded classes increased by
at least more than two-times the original CE, and have relatively
low delinquency pipelines.


MGM MIRAGE: CityCenter Gross Construction Costs $7.4 Billion
------------------------------------------------------------
MGM MIRAGE provided updated information on its CityCenter cost
estimates and the progress of the residential sales efforts.

According to the company, construction of all components of
CityCenter is well underway.  The components of CityCenter remain
unchanged while the gross construction square footage has
increased by 670,000 square feet.  The company has updated
CityCenter's gross construction costs to a total of approximately
$7.4 billion, excluding land costs and preopening expenses.

The company also has updated its estimate of expected gross
proceeds from the sale of residential units, from $2.5 billion to
$2.7 billion, resulting in a new estimated net cost of CityCenter
of $4.7 billion versus the previous estimate of $4.3 billion.  In
each case, these net costs exclude approximately $200 million in
preopening expenses.

"In a project of the magnitude and complexity of CityCenter,
variances are to be expected," said Terry Lanni, Chairman and
Chief Executive Officer of MGM MIRAGE.  "Our revised estimate
of costs and revenues represents the increase to the overall
development size as well as the tremendous public response to the
residential offerings. Unit sales have been robust, and CityCenter
continues to track to an on-schedule opening in November 2009."

                   Residential Sales Progress

Sales of residential units commenced in January 2007 and have been
exceptionally strong.  Through April 19, 2007, contracts for the
sale of residential units have been executed representing over
$800 million in sales proceeds at average sales per square foot
above original projections.  These contracts are accompanied by
non-refundable deposits equal to 10% of the purchase price at
signing, with a second 10% deposit due in six months from contract
signing.

The company is currently converting reservations to sales
contracts for Vdara, the 1,543-unit condominium-hotel tower.  
During its initial release, the Company has received over 700
reservations and anticipates converting approximately 60% of such
units to sales contracts.  To date, over 300 of these reservations
have been converted to sales contracts.  The company has also
begun taking reservations for the two 335-unit Veer towers, and
has received over 630 reservation deposits.

The company has only recently begun converting reservations to
contract. The residential program at the Mandarin Oriental has
been tremendously successful with approximately 90% of the 227
units sold out at higher average price per square foot than
originally anticipated.  The Company expects to release
approximately 200 residences at The Harmon later this year.

                         About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 23 wholly owned  
casino resorts in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM Mirage has also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project in the heart of Las Vegas, and has a 50% interest in MGM
Grand Macau, a hotel-casino resort currently under construction in
Macau S.A.R.

                          *     *     *

As reported in Troubled Company Reporter on Dec. 22, 2006,
Fitch assigned a rating of 'BB' to the 7.625% $750 million in
senior unsecured notes due 2017 offered by MGM Mirage.  Fitch
also affirmed the company's 'BB' Senior Credit Facility and Senior
Notes' Rating.


MORTGAGE LENDERS: Gets Final Approval on Use of Cash Collateral
---------------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Mortgage Lenders Network USA Inc., on a
final basis, to use Residential Funding Company LLC's cash
collateral until the earliest of:

    -- the close of business on April 28, 2007; or

    -- the date on which the Debtor fails to comply with the terms
       of the Final Cash Collateral Order;

    -- the effective date of any confirmed Chapter 11 plan of
       reorganization or liquidation in the Debtor's case;

    -- the entry of an order (a) converting the case to a case
       under Chapter 7 of the Bankruptcy Code; (b) dismissing the
       case; (c) appointing a trustee under Chapter 7 or Chapter
       11, or an examiner with expanded powers; (d) reversing,
       vacating or modifying the Final Cash Collateral Order, or
       (e) lifting the automatic stay as to any creditor holding
       or asserting a lien or reclamation claim on a material
       portion -- more than $250,000 in the aggregate -- of the
       assets of the Debtor necessary to the servicing and sale of
       mortgage loans, or where the deprivation of the Debtor of
       the assets would reasonably be expected to have a material
       adverse effect on the Debtor;

    -- the commencement of any proceeding seeking to invalidate,
       subordinate or otherwise challenge the superpriority claim
       or liens granted to RFC;

    -- the entry of an order approving the use of Cash collateral
       or any financing or loans secured by liens which are
       senior, pari passu or junior to RFC's liens on the
       collateral, without RFC's approval;

    -- the closing of a sale of all or substantially all of the
       Debtor's assets;

    -- the Debtor's failure to pursue or complete the sale of
       mortgage loans constituting Prepetition Collateral in a
       manner consistent with the provisions of the Final Cash
       Collateral Order, its prepetition credit agreement with
       RFC, and the Loan Sale Order; or

    -- any date that Dan Scouler ceases to be the Debtor's chief
       restructuring officer or ceases to have the authority to
       operate the Debtor's business.

On the occurrence of a Termination Date, RFC will extend to the
Debtor, in the event the Debtor has insufficient cash to make
payments, cash collateral in an amount sufficient to permit the
Debtor to pay:

    (i) all accrued and unpaid wages of the Debtor's employees
        arising on or after the Petition Date through the
        Termination Date, not exceeding the amount set forth in
        the budget;

   (ii) all accrued and unpaid postpetition obligations to
        ordinary course professionals;

  (iii) all other accrued and unpaid expenses set forth in the
        budget, not exceeding $150,000 in the aggregate; and

   (iv) any prepetition claims or expenses, except as set forth in
        the budget.

RFC is granted Adequate Protection Liens with respect to any
diminution in the value of its interest in the Cash Collateral.

RFC agrees that (a) any Diminution Claim will be limited to
$5,000,000 (b) as of March 20, 2007, there is no Diminution
Claim; and (c) notice of any Diminution Claim will be delivered
to the Debtor, with a copy to the Official Committee of Unsecured
Creditors, by April 28, 2007.

The Adequate Protection Liens are subject to a carve-out for
statutory U.S. trustee and court fees and retained professionals'
fees, not to exceed $1,000,000.  Judge Walsh directs the Debtor
to set aside $1,000,000 in an escrow account for the benefit of
the retained professionals.

The Debtor delivered a revised budget for the 12-week period
ending April 28, 2007.  The Debtor expects cash receipts to total
roughly $10,300,000 during the period.  The Debtor also expects
to make cash disbursements aggregating roughly $7,000,000.  The
Debtor projects a net cash flow of roughly $3,150,000 and a net
ending cash balance of $2,300,000.

A full-text copy of the 12-week budget is available at no charge
at http://ResearchArchives.com/t/s?1db2

A full-text copy of the Final Cash Collateral Order is available
at no charge at http://ResearchArchives.com/t/s?1db3

                      About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  The
Debtor's exclusive period to file a chapter 11 plan expires on
June 5, 2007.

(Mortgage Lenders Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


MORTGAGE LENDERS: Can Destroy Old Internal and Customer Records
---------------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Mortgage Lenders Network USA Inc. to
destroy all Internal Records and Customer Records that are more
than seven years old or dated April 1, 2000, and earlier.  The
Debtor may also destroy around 50 bankers' boxes of documents
containing duplicate copies of loan files that otherwise exist in
hard copies or electronic copies.  The Debtor will retain the hard
copies or electronic copies.

With respect to documents in 100 bags that have been designated
for shredding, the Debtor will:

    -- do a sampling of the shred bags to confirm that the
       documents (i) are of the type that were historically and
       traditionally shredded in the ordinary course of the
       Debtor's business and (ii) are not pertinent to existing
       loan files or other business records; and

    -- report the findings of the sampling to the Official
       Committee of Unsecured Creditors and the state of
       Connecticut.

The Debtor may then destroy the records contained in the Shred
Bag upon receipt of written confirmation from the Committee and
Connecticut that they do not object to the destruction of the
records.

With respect to the Debtor's remaining records (i) less than
seven years old, (ii) not consisting of documents contained in
the Duplicate Records or the Shred Bags, and (iii) not required
to be retained pursuant to other applicable non-bankruptcy law,
the Debtor is authorized to destroy the documents on a case by
case basis in the future without further Court approval, provided
that the Committee and Connecticut (a) have the opportunity to
review a list of the Remaining Records proposed for destruction,
and (b) provide written approval to the Debtor of any proposal to
destroy the Remaining Records.

The Debtor is authorized to make postpetition payments for the
postpetition preservation and destruction, as the case may be, of
its Internal Records and Customer Records.  No Internal Records
or Customer Records presently stored at Iron Mountain will be
abandoned at Iron Mountain.

          Request to Dispose Inconsequential Files

The Debtors had asked the Court for authority to dispose of or
abandon books, records, and files that are of inconsequential
value to its estate and are not necessary for the investigation of
any potential causes of action.

In connection with the winding down its business and the
rejection of many of its leases, the Debtor has closed or is in
the process of closing all of its regional offices, with the
exception of the two remaining locations.  The Debtor anticipates
closing and vacating in the immediate future the remaining
locations that it occupies.

Laura Davis Jones, Esq., at the Pachulski Stang Ziehl Young Jones
& Weintraub LLP, in Wilmington, Delaware, stated that the Debtor
has determined, in the good-faith exercise of its business
judgment, it should destroy or dispose of certain books, records,
and files consisting of Internal Records and Customer Records.

The Internal Records include but are not limited to company
records like invoices, litigation files, payroll records from
Dec. 1, 1996, and older, certain accounting and financial records
from Oct. 1, 1996, and older, contract files, personnel files,
accounts receivable and payable postings, and other corporate
documents.

Customer Records include but are not limited to consumers' names,
social security numbers, and financial statements and other
personal information obtained during the course of the Debtor's
lending business.

Ms. Jones clarified that the Debtor does not seek in any way to
destroy, abandon, or dispose of Internal Records or Customer
Records that the Debtor is required to retain in relation to
applicable federal and state law and banking regulations or in
connection with certain cease and desist litigation commenced
against the Debtor.

Approximately 6,900 to 7,200 cartons fall within the Internal
Records category and approximately 4,100 of which are at the
Remaining Locations that the Debtor is scheduled to vacate
between Feb. to June 2007.  Approximately 2,500 cartons are
located at the Iron Mountain and approximately 500 of which are
stored at Eagle Storage.

The remaining records constitute the Retained Records that the
Debtor will continue to retain in compliance with applicable
state and federal law necessary in the Bankruptcy proceedings.

The Debtor intends to destroy, in most instances by shredding,
any Internal Records and Customer Records that it can identify as
containing sensitive employee or customer information.  

Ms. Jones asserted that the cost of retaining the Internal Records
and Customer Records that are to be destroyed is an unnecessary
and burdensome cost to the Debtor's estates.  She notes that it
will benefit the creditors of the estate by saving estate
resources if the inconsequential records are disposed of.

                      Connecticut's Objection

The state of Connecticut had asked the Court to bar the Debtor
from destroying any documents or records that are less than seven
years old for a period of 120 days.

Connecticut Attorney General Richard Blumenthal, Esq., is
investigating alleged wage violations by Mitchell Heffernan, the
Debtor's former president and chief executive officer.  The
Connecticut State's Attorneys Office received in March 2007 an
application for the arrest of Mr. Heffernan for failure to pay
wages in accordance with Conn. Gen. Stat. Sections 31-71b and 31-
71g.

In the arrest warrant application, a Wage Enforcement Agent for
the Connecticut Department of Labor claimed that Mr. Heffernan
failed to pay the prepetition wages of about 61 Mortgage Lenders
Network employees.

Based solely on the description set forth in the Debtor's
request, the state is unable to determine whether or which
categories of the documents and records the Debtor seeks
permission to destroy could be relevant to the ongoing criminal
investigation of Mr. Heffernan, Assistant Attorney General Joan
E. Pilver, Esq., in Hartford, Connecticut, explains.

                  Iron Mountain's Objection

Iron Mountain Information Management, Inc., stores thousands of
boxes of Mortgage Lenders Network records at various Iron
Mountain locations.  To avoid ambiguity, Iron Mountain wants any
order approving the Debtor's request to provide that no records
at Iron Mountain will be abandoned, and that the Debtor will pay
Iron Mountain the amount necessary to store any Retained Records,
and to destroy or dispose of Internal Records and Customer
Records presently in Iron Mountain's custody.

                      About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  The
Debtor's exclusive period to file a chapter 11 plan expires on
June 5, 2007.

(Mortgage Lenders Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


MORTGAGEBROKERS.COM: SF Partnership Raises Going Concern Doubt
--------------------------------------------------------------
SF Partnership LLP, in Toronto, expressed substantial doubt about
MortgageBrokers.com Holdings Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses and negative working capital from
operations.

MortgageBrokers.com Holdings Inc. reported a net loss of
$2,008,677 on revenue of $4,023,281 for the year ended
Dec. 31, 2006, compared with a net loss of $1,143,581 on revenue
of $229,603 for the same period ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $1,450,891 in
total assets and $2,115,418 in total liabilities, resulting in a
$664,527 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1,347,122 in total current assets available to pay
$2,002,369 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1da0

                    About MortgageBrokers.com

MortgageBrokers.com Holidings Inc. (OTC BB: MBKR.OB) --
http://www.mortgagebrokers.com/-- is a mortgage brokerage and  
technology corporation dedicated to re-branding the over 40,000
small and medium mortgage broker firms in North America and
offering these entities scalability through a centralized shared
services platform.  


MOTOR COACH: S&P Puts CCC Rating on Positive CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on Motor Coach Industries International Inc. on
CreditWatch with positive implications.
      
"The CreditWatch listing results from improvements in the
company's operating performance, driven by a rebound in several
end markets.  In addition, the listing reflects the increased
likelihood that the company will be able to successfully refinance
its existing debt, including credit facilities that mature in
December 2008 and senior subordinated notes that mature in May
2009," said Standard & Poor's credit analyst Clarence Smith.
     
S&P's review could result in a positive rating action if Motor
Coach continues to build on recent improvements in operating
performance and if the company begins taking satisfactory steps to
refinance its debt.


MTS OF WISCONSIN: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MTS of Wisconsin, Ltd.
        P.O. Box 70
        Wilson, WI 54027

Bankruptcy Case No.: 07-11523

Chapter 11 Petition Date: April 21, 2007

Court: Western District of Wisconsin (Eau Claire)

Debtor's Counsel: Daniel R. Freund, Esq.
                  920 South Farwell Street, Suite 1800
                  P.O. Box 222
                  Eau Claire, WI 54702-0222
                  Tel: (715) 832-5151
                  Fax: (715) 832-5491

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Audrey Thomas                    Equipment Rental &      $531,733
302 - 325th Street               Loans
Knapp, WI 54749
                                 Shareholder Loan        $180,000

Internal Revenue Service         has levied on           $680,000
Insolvency Division              numerous Accounts       Secured:
P.O. Box 21126                   Receivables             $385,174
Philadelphia, PA 19114

Commercial Credit Group          Guarantor for           $237,552
P.O. Box 60121                   Audrey Thomas Debt
Charlotte, NC 28260-01221

Troy Thomas                      Shareholder Loan         $94,000

Mobile Transport Services, Inc.  Loans                    $91,700

David Thomas                     Shareholder Loan         $47,000

County Line Producers, Inc.      Rent                     $41,170

Ebenezer Oaks, Inc.              Past Due Rent            $17,850

Allstate Sales & Leasing         Rolling Stock             $5,000
                                                         Secured:
                                                           $2,000

All Wheels                       Rolling Stock             $5,000
                                                         Secured:
                                                           $4,000

BJ Transport                     Judgment                  $1,510


MWAM CBO: Moody's Removes Watch on $21.8 Million Notes' Ba2 Rating
------------------------------------------------------------------
Moody's Investors Service has removed from watch for possible
downgrade the rating of a class of notes issued by MWAM CBO 2001-
1, a collateralized debt obligation issuer:

The $21,875,000 Class B Floating Rate Notes Due January 30, 2031

Prior Rating: Ba2 (on watch for possible downgrade)
Current Rating: Ba2


NATIONAL HEALTH: CEO Adams' Offer Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on
National Health Investors Inc. remain on CreditWatch, where they
were placed with negative implications on Oct. 19, 2006.

The CreditWatch placements, which affect roughly $100 million of
public senior notes, was originally prompted by an Oct. 11, 2006,
announcement by the company's board of directors that the company
has formed a special committee and retained a financial advisor to
help evaluate strategic alternatives for enhancing shareholder
value.  The CreditWatch actions also followed an offer by Andrew
Adams, NHI's chief executive officer and significant shareholder,
to purchase the company, which was subsequently rejected.  

After making the initial offer, Mr. Adams made several amended
offers, which were also rejected.  There is the possibility that
Mr. Adams will make another amended offer, and the company
recently announced that it is engaged in preliminary discussions
regarding a possible combination with an undisclosed entity.  In
addition, NHI's $100 million of rated senior notes mature this
July, and it is uncertain how they will be repaid.  NHI does
maintain a substantial cash and equivalents balance ($178 million
at year-end 2006), which would be more than ample to cover the
principal balance of the maturing notes.  However, it is uncertain
how this cash will be used if a transaction does take place (Mr.
Adams' proposals indicate that some of the available cash would be
used to partly fund the transaction he has proposed).  

S&P would likely lower the ratings if a significant amount of debt
is placed on NHI's balance sheet to effect a recapitalization.  It
is also possible, but perhaps less likely, that S&P will affirm
the ratings and remove them from CreditWatch if the company
maintains a status quo, or if the ultimate acquirer maintains a
moderate balance sheet.  It is more likely, however, that a
potential buyer will leverage the surviving entity more highly.  
S&P will continue to monitor developments as they unfold.

              Ratings Remain on Creditwatch Negative

                  National Health Investors Inc.  
                                            
                                             Rating
                                             ------
            Corporate credit              BB/Watch Neg/--
            Senior unsecured debt         BB/Watch Neg


NEW CENTURY: Wants to Sell Access Lending Business to AHC
---------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
authorize New Century TRS Holdings Inc. to cause its unit, New
Century Warehouse Corp., unit to enter into an asset purchase
agreement with Access Holdings Corporation.

In December 2005, New Century Warehouse Corp., a non-debtor shell
company wholly owned by New Century TRS Holdings, Inc., acquired
substantially all of the assets of Access Lending Corporation.  
Access Lending finances residential mortgage loans originated by
a network of mortgage originators and other smaller financial
institutions.  Access Lending provided financing to the loan
originators that was, in turn, used to fund the loans provided to
individual borrowers who were customers of the loan originators.  
Access Lending obtained its financing from three warehouse
lenders who entered into various receivables purchase agreements,
credit agreements and repurchase agreements.

New Century Warehouse completed the acquisition of Access
Lending's assets in February 2006.

Since the acquisition, New Century Warehouse has continued the
business conducted previously by Access Lending.  New Century
Warehouse acquired the Access Lending trade name and generally
does business as "Access Lending," and either entered into new
Warehouse Loan Facilities with its warehouse lenders or assumed
Access Lending's obligations under an existing Warehouse Loan
Facility.

New Century Financial Corp. guaranteed Access Lending's
obligations under the Warehouse Loan Facilities.

New Century Warehouse also entered into an employment agreement
with David Fleig, the principal of Access Lending, and an earn
out agreement with Access Lending and Access Investments I,
L.L.C., a wholly owned subsidiary of Access Lending at the time
that New Century Warehouse completed the acquisition.  New
Century Warehouse did not acquire the membership interests in
Access Investments I, L.L.C., and that entity is not affiliated
in any way with New Century Warehouse or the Debtors.

Since the acquisition, New Century Warehouse has operated largely
independently of the Debtors.  However, the Debtors' financial
difficulties triggered cross-defaults under New Century
Warehouse's Warehouse Loan Agreements.

Goldman Sachs Mortgage Company, one of the Warehouse Lenders,
declared an event of default under a Master Repurchase Agreement
dated Feb. 15, 2006, as amended.

New Century Warehouse entered into forbearance agreements with
Galleon Capital, LLC, State Street Global Markets, LLC, and State
Street Bank and Trust Company, and Guaranty Bank, allowing New
Century Warehouse to continue to operate.  The forbearance
agreements expire April 23, 2007.

If the State Street Entities and Guaranty Bank exercise their
remedies, it is likely that there will be no value for any other
creditors or shareholders in New Century Warehouse, Marcos A.
Ramos, Esq., at Richards, Layton & Finger, P.A., Wilmington,
Delaware, tells the Court.  Moreover, New Century Warehouse's
employees would be likely to quit, and New Century Warehouse
would cease functioning as an operating business, according to
Mr. Ramos.

Fortunately, Mr. Ramos says, New Century Warehouse has reached an
agreement to sell substantially all of its assets as a going
concern to Access Holdings Corporation.  It has also reached an
accommodation with State Street and Guaranty Bank.

Mr. Fleig created Access Holdings to avoid a melt down of New
Century Warehouse.

Mr. Ramos clarifies that the transaction is between two non-
debtors.  "However, the parties to the transaction have
conditioned the closing on approval by th[e] Court, which the
Debtors assert is appropriate given that a Debtor, New Century
TRS, owns all of the stock of New Century Warehouse," Mr. Ramos
says.

The bankruptcy estates will receive direct benefits by way of
releases of the claims State Street and Guaranty Bank each have
on account of New Century Financial's guarantees of their
Warehouse Loans, and by virtue of substantially increasing the
prospects that the estates may realize value from New Century
TRS' stock in New Century Warehouse, Mr. Ramos tells Judge Carey.

The transaction is designed to maintain the Access Lending
business as a going concern, to eliminate all liabilities under
New Century Financial's guarantees, and to allow for a process to
maximize recoveries on the Loans that are subject to the State
Street and Guaranty Bank Warehouse Loan Facilities, Mr. Ramos
relates.  The financing provided by the Warehouse Lenders covered
approximately 96% of the amount paid by New Century Warehouse,
while the balance, commonly referred to in the industry as the
"haircut," was financed from New Century Warehouse's working
capital.  If State Street and Guaranty Bank were to foreclose on
the Loans, New Century Warehouse's equity in the Loans would
either be lost entirely or would be minimal, Mr. Ramos explains.

New Century Financial does not have the resources or the
employees to liquidate the Loans at New Century Warehouse and the
Buyer is the only entity appropriately situated to do so,
Mr. Ramos says.

Under the sale agreement, Access Holdings will pay New Century
Warehouse $76,058 in cash and 60% of the Net Proceeds realized on
the sale of the Loans.  Access Holdings will also make employment
offers to New Century Warehouse employees, and assume the
warehouse loan financing arrangements with State Street and
Guaranty Bank.

Access Holdings will have incentives to maximize the recoveries
on the Loans since it will realize 40% of the Net Proceeds plus a
$100,000 fee, Mr. Ramos says.

New Century Warehouse believes that the 60% it will receive
should equal around $6,000,000, compared to a likely recovery of
nothing, or close to it, if the transaction does not close.

As part of the deal, Mr. Fleig will release New Century Warehouse
from:

   (i) their employment agreement which provides for base
       compensation of $317,500 per year, bonus compensation of
       no less than $100,000, long-term incentive compensation
       typically equal to base pay and certain other perquisites;
       and

  (ii) an earn out agreement that would entitle Access Lending to
       22% of New Century Warehouse's pre-tax net income for 2006
       and 20% for 2007.

Access Holdings will also free New Century Warehouse of its
obligations on a real estate lease.  New Century Warehouse will
receive back its lease security deposit and the Buyer will free
New Century Warehouse of obligations to its employees.

State Street and Guaranty Bank will release their guaranty claims
against New Century Financial.

            Sale Does Not Affect Goldman Sachs Dispute

On March 12, 2007, Goldman Sachs purported to credit the market
value of the mortgage loans that were subject to the Goldman-
Access Lending Warehouse Loan Agreement.  Goldman Sachs notified
New Century Warehouse that the credit equaled $74,949,770 as
applied to $73,204,427, the total amount owed to Goldman Sachs.

Notwithstanding that the credited amount exceeded the amount owed
on the Goldman-Access Lending Warehouse Loan Agreement, Goldman
Sachs asserted that it did not owe the surplus to New Century
Warehouse.  Goldman Sachs asserted that it was able to apply the
surplus to amounts allegedly owed to it by Debtor NC Capital
Corporation under some unrelated loan sales completed under a
Purchase Price and Terms Agreement dated Sept. 14, 2006.

Mr. Ramos clarifies that the proposed sale does not seek to
affect any claims or rights between New Century Warehouse or the
Debtors, on the one hand, and Goldman Sachs, on the other hand.
There are a number of open issues involving the parties, and
Deutsche Bank National Trust Company, as custodian for Goldman
Sachs.  "All rights of the parties with respect to these matters
are fully reserved and are not affected by the relief sought,"
Mr. Ramos says.

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


NEW CENTURY: Moves 2007 Shareholders' Meeting to October
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, New Century Financial Corporation disclosed that its
board of directors approved an amendment and restatement of the
company's bylaws on April 11, 2007.

The amendment provides that New Century Financial's 2007 annual
meeting of stockholders will be held at a date and time during
the month of October as will be determined by a majority of the
members of the company's Board, rather than a date and time
during the month of May.

The Fifth Amended and Restated Bylaws, which were effective
immediately, will not affect the dates for the annual meetings to
be held in years subsequent to 2007.

A full-text copy of the Fifth Amended and Restated Bylaws is
available at no charge at http://researcharchives.com/t/s?1dba

New Century also disclosed that Marilyn A. Alexander, one of its
Class II directors with a term expiring in 2008, resigned from
the Board effective as of April 10, 2007.

In a separate development, the Commonwealth of Massachusetts
Office of the Attorney General issued a Civil Investigation
Demand to New Century, which requests certain documents relating
to the company's loan origination business practices in
connection with an investigation conducted pursuant to the
Attorney General's authority to enforce consumer protection
statutes.  New Century said it is cooperating with the
investigation.

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


NEW CENTURY: Moody's Junks Rating on 2006-S1 Class M8 Certificate
-----------------------------------------------------------------
Moody's Investors Service has downgraded one certificate,
downgraded and maintained on review for possible further downgrade
four certificates, and has placed on review for possible downgrade
six certificates from a transaction issued by New Century Home
Equity Loan Trust.  The transaction is backed by sub-prime second
lien loans.

The projected pipeline loss has increased over the past few months
and may affect the credit support for these certificates.  The
certificates are being placed on review for possible downgrade
based on the fact that the bonds' current credit enhancement
levels, including excess spread, may be too low compared to the
current projected loss numbers at the current rating level.

Complete rating actions are:

Issuer: New Century Home Equity Loan Trust

Downgrade:

    * Series 2006-S1 Class M8, downgraded from Ba2 to C.

Downgrade and Review for Possible Downgrade

    * Series 2006-S1 Class M4, downgraded from Baa1 to Ba3 and on
      review for possible further downgrade,

    * Series 2006-S1 Class M5, downgraded from Baa2 to B1 and on
      review for possible further downgrade,

    * Series 2006-S1 Class M6, downgraded from Baa3 to B3 and on
      review for possible further downgrade,

    * Series 2006-S1 Class M7, downgraded from Ba1 to Ca and on
      review for possible further downgrade,

Review for Downgrade:

    * Series 2006-S1 Class A-1, current rating Aaa, under review
      for possible downgrade

    * Series 2006-S1 Class A-2a, current rating Aaa, under review
      for possible downgrade

    * Series 2006-S1 Class A-2b, current rating Aaa, under review
      for possible downgrade

    * Series 2006-S1 Class M-1, current rating Aa2, under review
      for possible downgrade

    * Series 2006-S1 Class M-2, current rating A2, under review
      for possible downgrade

    * Series 2006-S1 Class M-3, current rating A3, under review
      for possible downgrade


NOBLE GINTHER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Noble C. Ginther
        6750 West Loop South, Suite 720
        Bellaire, TX 77401-4112

Bankruptcy Case No.: 07-80200

Chapter 11 Petition Date: April 23, 2007

Court: Southern District of Texas (Galveston)

Debtor's Counsel: Stuart Douglas Ferrell, Esq.
                  6750 West Loop South, Suite 720
                  Bellaire, TX 77401
                  Tel: (713) 664-9020

Total Assets: Unknown

Total Debts:  $1,290,669

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


NOVELL INC: Patrick Jones Joins Board of Directors
--------------------------------------------------
Patrick Jones became a member of the board of directors of Novell
Inc., effective April 11, 2007.  Mr. Jones, who has held a
range of senior financial management and board positions at
leading technology firms, including vice president and corporate
controller at Intel, brings strong financial and technology
experience to the board and will provide important direction to
Novell as the company continues to expand its solutions for
enterprise-wide Linux and enterprise management services.

"Having served in both the boardrooms and on the executive teams
of leading companies in the technology sector, Pat Jones
understands the challenges and opportunities Novell faces
today," said Thomas Plaskett, chairman of the company's board.
"His financial and management insights will be welcomed
additions to the board, and will serve Novell well as it
continues to focus on its growth businesses around Linux and
enterprise management."

Mr. Jones, 62, brings a wealth of experience in steering
strategy for both public and private companies, and he has deep
global expertise, having worked in Europe, Asia and Latin
America. He is chairman of the board for Lattice Semiconductor
and an active board member for Genesys SA, Smarttrust AB, and
Epocrates.  He was chairman of the audit committee for mobile
messaging leader Mobile 365, recently acquired by Sybase.

Previously, Mr. Jones served as senior vice president and chief
financial officer for Gemplus International SA, a $1 billion
revenue company, which he assisted in taking public in December
2000.  Prior to Gemplus, he was vice president and corporate
controller at Intel Corp.  While at Intel, he was responsible
for all worldwide accounting financial systems, internal and
external reporting, and international finance organizations as
the company grew from $8 billion to more than $25 billion in
revenue.  Mr. Jones also served as chief financial officer at
LSI Logic, and he began his career at IBM.  He holds a BA from
the University of Illinois, with a concentration in economics,
and an MBA from St. Louis University, with a concentration in
finance.

"From my perspective, adding Pat's background and knowledge to
the board will be a great benefit for Novell," said Ron
Hovsepian, president and CEO of Novell.  "As a company, we're
aggressively transitioning our business into dynamic new
markets, and the board's guidance is important to the management
team as we make this move.  Pat really understands the economics
of the technology sector from battling in the trenches, and I
look forward to working with him."

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

Novell has sales offices in Argentina, Brazil and Colombia.

                          *     *     *

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


OSI RESTAURANT: Moody's Junks Rating on $700MM Notes Offering
-------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate
family rating to OSI Restaurant Partners, Inc. along with Ba3
ratings on the proposed senior secured credit facilities ($150
million working capital revolving line of credit, $100 million
pre-funded revolving line of credit for capital expenditures and a
$1.08 billion term loan B).

In addition, Moody's assigned a Caa1 rating to OSI's $700 million
guaranteed senior unsecured note offering. At the same time, an
SGL-2 Speculative Grade Liquidity rating was assigned. The rating
outlook is stable.  Proceeds from the newly rated debt together
with a commercial mortgage backed transaction and contributed
equity will fund the acquisition of OSI by two private equity
sponsors, Bain Capital Partners and Catterton Partners, along with
other sponsors that include OSI's founders and members of the
current management team.  These assigned ratings are subject to
review of final documentation.  OSI operates eight restaurant
concepts, most notably Outback Steakhouse, Carrabba's Italian
Grill and Bonefish Grill.

The B2 corporate family rating reflects OSI's high financial
leverage, modest coverage, and marginal free cash flow generation,
as well as the highly competitive environment within the casual
dining segment of the restaurant industry which will likely
persist over the intermediate term.  Moody's believes the
operating environment in the casual dining space will remain
challenging as consumers continue to focus on greater value in
regards to food prepared away from home.  However, the ratings
also incorporate OSI's significant scale and scope, the benefits
of a diversified revenue stream stemming from the various concepts
and good liquidity.

The stable outlook anticipates that while the operating
environment will remain challenging, OSI's strategic initiatives
and targeted cost savings should help to improve debt protection
metrics and overall financial flexibility over time.  The stable
outlook also indicates good liquidity and reflects Moody's
expectation that OSI's internally generated cash flow and cash
balances will be sufficient in funding capital expenditures,
mandatory term loan B amortization, working capital fluctuations
and other internal investments over the next twelve months.

Ratings assigned:

    - B2 corporate family rating,

    - B2 probability of default rating,

    - Ba3 (LGD3, 28%) for the $150 million working capital
      revolver maturing in 2013,

    - Ba3 (LGD3, 28%) for the $100 million pre-funded revolver
      maturing in 2013,

    - Ba3 (LGD3, 28%) for the $1.08 billion term loan B maturing
      in 2014,

    - Caa1 (LGD5, 82%) for the $700 million senior unsecured notes
      maturing in 2015,

    - SGL-2 Speculative Grade Liquidity rating

The outlook is stable

Moody's has applied its new Probability-of-Default and Loss-Given-
Default rating methodology to OSI and its subsidiaries.  Moody's
current long-term credit ratings are opinions about expected
credit loss which incorporate both the likelihood of default and
the expected loss in the event of default.  The LGD rating
methodology disaggregates these two key assessments in long-term
ratings. T he LGD rating methodology also enhances the consistency
in Moody's notching practices across industries and improves the
transparency and accuracy of our ratings as our research has shown
that credit losses on bank loans have tended to be lower than
those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.  Loss-given-default assessments are assigned
to individual rated debt issues -- loans, bonds, and preferred
stock.  Moody's opinion of expected loss on an individual security
is expressed as a percent of principal and accrued interest at the
resolution of the default, with assessments ranging from LGD1
(loss anticipated to be 0% - 9%) to LGD6 (loss anticipated to be
90% - 100%).  The assignment of ratings to OSI's new capital
structure reflects Moody's new methodology for assigning ratings
to individual securities rather than a change in the
characteristics of any debt security in the company's fundamental
credit profile.

OSI Restaurant Partners, Inc., headquartered in Tampa, Florida, is
one of the largest casual dining restaurant companies in the world
with eight concepts located throughout all 50 states and in 21
countries internationally.  Revenues for fiscal 2006 totaled
$3.9 billion.


OXBOW CARBON: S&P Rates $960 Million Senior First-Lien Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Oxbow Carbon and Minerals Holdings LLC, West Palm Beach, Florida-
based distributor of solid fuel and other carbon-related products.   
The outlook is stable.  At the same time, Standard & Poor's
assigned its 'B+' bank loan rating and '3' recovery rating to
OCHM's $960 million senior secured first-lien Term Loan B based on
preliminary terms and conditions.
     
Proceeds from the term loan and approximately $250 million of new
equity will be used to acquire Great Lakes Carbon Income Fund for
about $527 million plus assumption of debt and other anticipated
acquisitions and to make a distribution to OCMH shareholders.
     
"We expect OCHM's favorable market position to benefit from a
larger and more diversified supply and customer base after the
acquisitions.  Moreover, we predict favorable market conditions in
many of the company's businesses over the intermediate term," said
Standard & Poor's credit analyst Anna Alemani.  "However, we
expect the company's profitability levels to remain thin and its
financial leverage to remain aggressive in the intermediate term."
     
OCMH has a leading position in the fuel-grade and calcined
petroleum coke market.  It is a subsidiary of unrated Oxbow Carbon
& Minerals Holdings Inc., which is part of the larger Oxbow Group.  
Oxbow Group is composed of more than two dozen companies with
yearly aggregate sales of more than $1.3 billion and more than 800
employees worldwide.  GLC is the world's largest producer and
distributor of anode and industrial-grade calcined petroleum
coke.  About 80% of its revenue is derived from the cyclical and
volatile aluminum markets, with future pricing subject to
additional capacity in the Middle East over the next couple of
years.
     
Ms. Alemani said, "We could revise the outlook to negative if the
company assumes a more aggressive financial position, costs rise
significantly, coal prices decline materially, or operating
margins substantially erode.  We could revise the outlook to
positive if the company reduces and sustains lower debt levels."


PEOPLE'S CHOICE: Wants Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California for
authority to employ Pachulski Stang Zhiel Young Jones & Weintraub
LLP as their general bankruptcy counsel as of March 20, 2007.

Brad Plantiko, the Debtors' executive vice president of finance
and strategic planning, relates that the Debtors desire to employ
Pachulski because of the firm's expertise in the areas of
insolvency, business reorganization, and other debtor-and-creditor
matters.

The firm has served as general bankruptcy counsel in a number of
Chapter 11 cases to a wide range of debtors in various
industries, including OwnIt Mortgage Solutions, Inc., and
Mortgage Lenders Network USA, Inc.  Pachulski also has extensive
experience in representing individual creditors, special interest
committees, asset purchasers, and investors in both in and out of
court restructurings, Mr. Plantiko states.

Pachulski's services are necessary to enable the Debtors to
execute duties as debtors-in-possession, including maximizing
value to creditors, Mr. Plantiko says.  These are, among others:

    -- advise the Debtors on the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, the Local
       Bankruptcy Rules, and the requirements of the United
       States Trustee pertaining to the administration of the
       Debtors' estates;

    -- prepare motions, applications, answers, orders, memoranda,
       reports, papers, etc., in connection with the
       administration of the estates;

    -- protect and preserve the estates by prosecuting and
       defending actions commenced by or against the Debtors and
       analyzing, and preparing necessary objections to, proofs
       of claim filed against the estates;

    -- investigate and prosecute preference, fraudulent transfer,
       and other actions arising under the Debtors' avoiding
       powers; and

    -- render other advise and services as the Debtors may
       require in connection with their Chapter 11 cases.

Mr. Plantiko tells the Court that Pachulski received $450,000
within one year before the Petition Date for services rendered or
to be rendered in contemplation of, or in connection with, the
Chapter 11 cases.  The firm deducted $117,800 for prepetition
services, leaving a balance of $332,200 as a retainer, which has
been placed in a segregated trust account.

The retainer is not a fixed price for Pachulski's services,
Mr. Plantiko notes.  The firm reserves the right to seek
additional compensation beyond the amounts covered by the
Retainer.

The Debtors will pay Pachulski according to its customary hourly
rates in effect from time to time and reimburse the firm
according to its customary reimbursement policies.  The
professionals expected to serve in the Debtors' cases are:

              Jeremy V. Richards, Esq.           $695
              Jeffrey W. Dulberg, Esq.           $450
              Scotta E. McFarland, Esq.          $495
              Robert M. Saunders, Esq.           $475
              J. Rudy Freeman, Esq.              $375
              O.C. Nelson, paralegal             $185

Mr. Dulberg, a partner at Pachulski, assures the Court that
neither the firm nor any of its professionals have any connection
with the Debtors, creditors, parties-in-interest, or the Office
of the U.S. Trustee; or has any interest adverse to the Debtors'
estates or of any class of creditors or equity security holders,
by reason of any direct or indirect relationship to, connection
with, or interest in, the Debtors or for any other reason.

Mr. Dulberg attests that Pachulski and its partners, counsel and
associates are disinterested persons, as defined in Sections
101(14) and 327 of the Bankruptcy Code.

                      About People's Choice

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.
Lead Case No. 07-10765).  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. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


PEOPLE'S CHOICE: Committee Wants Winston & Strawn as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
People's Choice Financial Corp. and its debtor-affiliates'
Debtors' Chapter 11 cases seeks the U.S. Bankruptcy Court for the
Central District of California's authority to retain Winston &
Strawn LLP as counsel, effective as of March 28, 2007.

William McCreary, Jr., president of Fidelity National Information
Services (LSI Tax Services), chairperson of the Committee, says
the members of the Committee selected Winston & Strawn because of
its extensive restructuring and insolvency practice in
representing debtors, creditors, committees, and other parties-
in-interest in cases under the Bankruptcy Code and in out-of-
court debt restructuring and workouts.

Winston & Strawn's services are necessary to enable the Committee
to execute faithfully its duties on behalf of the creditors.  The
firm has agreed to:

   (a) provide legal advice to the Committee with respect to its
       duties and powers in the Chapter 11 cases;

   (b) consult with the Committee and the Debtors concerning the
       administration of the cases;

   (c) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, postpetition financing, and
       financial condition of the Debtors, operation of the
       Debtors' businesses, the desirability of continuing or
       selling the businesses or assets, and any other matters
       relevant to the cases or to the formulation of a plan;

   (d) assist the Committee in the evaluation of claims against
       the Debtors' estates, including analysis of and possible
       objections to the validity, priority, amount,
       subordination, or avoidance of claims or transfers of
       property in consideration of the claims;

   (e) assist the Committee in participating in the formulation
       of a plan, including the Committee's communications with
       unsecured creditors concerning the plan and the collecting
       and filing with the Court of acceptances or rejections to
       a plan;

   (f) assist the Committee with any effort to request the
       appointment of a trustee or examiner;

   (g) advise and represent the Committee in connection with
       administrative and substantive matters arising in these
       cases, including the obtaining of credit, the sale of
       assets, and the rejection or assumption of executory
       contracts and unexpired leases;

   (h) appear before the Court, any other federal court, state
       court or appellate courts; and

   (i) perform other legal services as may be required and which
       are in the interests of the unsecured creditors.

Winston & Strawn will charge the Debtors' estates for its
professional services on its current hourly rates.  The firm
charges -- for partners, from $405 to $845; for associates, from
$200 to $590; and for legal assistants, from $135 to $285.

Winston & Strawn will also seek reimbursement for its ordinary
and necessary expenses incurred in its representation of the
Committee.

The professionals who will primarily be engaged in the firm's
representation of the Committee, and their hourly rates, are:

    Professional                Position      Hourly Rate
    ------------                --------      -----------
    Eric E. Sagerman, Esq.      Partner           $650
    Keith A. McDaniels, Esq.    Partner           $480
    Justin E. Rawlins, Esq.     Associate         $455
    David L. Wilson, Esq.       Associate         $260

Winston & Strawn did not provide the Committee or any informal
group of creditors of the Debtors with legal services prior to
March 28, 2007.  Winston & Strawn has not received any payment
for services rendered to the Committee.  

Eric E. Sagerman, a partner at Winston & Strawn, assures the
Court that his firm does not hold or represent an interest
adverse to the Debtors or bankruptcy estates.  The firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

Winston & Strawn maintains an office for the practice of law at
333 South Grand Avenue, in Los Angeles, California.

                     About People's Choice

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.
Lead Case No. 07-10765).  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. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


PRODUCTOS DE CEMENTO: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Productos De Cemento Inc.
        P.O. Box 360385
        San Juan, PR 00936
        Tel: (787) 720-5161

Bankruptcy Case No.: 07-02104

Chapter 11 Petition Date: April 20, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: William Santiago Sastre, Esq.
                  P.O. Box 19328
                  Santurce, PR 00910
                  Tel: (787) 622-3939
                  Fax: (787) 622-3941

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


RECYCLED PAPER: Limited Liquidity Cues S&P to Junk Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago, Illinois-based Recycled Paper Greetings Inc. to
'CCC' from 'B'.  The rating on the senior secured debt was also
lowered to 'CCC' from 'B', and the recovery rating was affirmed at
'2', indicating expectation for a substantial (80%-100%) recovery
of principal in the event of a payment default.  The rating on the
second-lien debt was lowered to 'CC' from 'CCC+', and the recovery
rating was affirmed at '5', indicating expectation for negligible
(0%-25%) recovery of principal in the event of a payment default.  
All the ratings remain on CreditWatch with negative implications,
where they were placed on April 5, 2007, following the company's
violation of its financial covenants for the third quarter ended
Jan. 26, 2007.  About $197.3 million of total debt was outstanding
as of Jan. 26, 2007.

"The downgrade reflects the company's very limited liquidity
following loss of access to its $20 million revolving credit
facility, and our uncertainty about its ability to obtain an
amendment on its bank loan facility," said Standard & Poor's
credit analyst Bea Chiem.  Standard & Poor's is also concerned
about the company's ability to meet its $5.5 million interest
payment due April 30, 2007, if it is unable to secure a waiver and
amend its credit agreements.  The company violated total leverage,
first-lien leverage, interest coverage, and fixed charge covenants
on its bank credit agreements for the third quarter ended Jan. 26,
2007.  The company experienced weaker-than-expected sales growth
during the last 12 months ended Jan. 26, 2007, due to weak holiday
sales (particularly Valentines Day) during the third quarter, and
the inability to acquire key new customers and grow revenues as
previously expected.

"We believe that the company will have a difficult time generating
sufficient operating cash flow to service interest and principal
payments on its outstanding debt," said Ms. Chiem.  Standard &
Poor's will monitor RPG's progress in securing an amendment to its
credit facility, and its ability to meet its April interest
payment, before resolving the CreditWatch listing.


REDDY ICE: Posts $4.9 Million Net Loss in Fourth Qtr. Ended Dec.31
------------------------------------------------------------------
Reddy Ice Holdings Inc. reported financial results for the fourth
quarter and year ended Dec. 31, 2006.
    
The company's net loss was $4.9 million in the fourth quarter of
2006, compared to a net loss of $4.2 million in the fourth quarter
of 2005.  Revenues for the fourth quarter of 2006 were
$61.6 million, compared to $60.8 million in the same quarter of
2005.

"The company's results in the fourth quarter of 2006 were slightly
below last year's performance as a result of challenges in the
company's non-ice businesses, the bottled water operations in
particular, and higher professional services expenses related to
the implementation of Sarbanes Oxley during the quarter," William
P. Brick, chairman and chief executive officer, commented.  
"However, the results of the company's ice operations exceeded
last year's fourth quarter as various operating initiatives
continued to provide benefits that the company is optimistic will
continue into 2007.  Overall, the company is pleased with its 2006
results in comparison to the expectations the company initially
set at this time last year."
    
The company's net income was $14.7 million in 2006, compared to a
net loss of $12.1 million in 2005.  Revenues in the full year 2006
were $346.0 million, compared to $319.8 million in 2005.
    
Results for 2006 and 2005 include non-cash goodwill impairment
charges of $3.3 million for 2006 and $5.7 million for 2005 related
to the company's non-ice business segment.  Non-cash impairment
charges totaling $0.4 million related to property, plant and
equipment were also recognized in 2006.  The results for 2005
include $6.2 million of expenses associated with the company's
initial public offering and related transactions and a
$28.1 million loss on extinguishment of debt related to the
redemption of the company's 8-7/8% senior subordinated notes and
the refinancing of its senior credit facility.  In 2006, expenses
of $0.6 million were incurred in connection with a secondary
offering of the company's common stock.
    
The company completed one acquisition during the fourth quarter of
2006, bringing the total for the year to ten.  These ten
acquisitions had an aggregate acquisition cost of $12.9 million.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $610.27 million, total debts of $442.62 million and total
stockholders' equity $167,648.  

                          About Reddy Ice
    
Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ), and its subsidiaries manufacture and distribute packaged ice
in the United States serving approximately 82,000 customer
locations in 31 states and the District of Columbia under the
Reddy Ice brand name.  The company is the largest of its kind in
the United States.  Typical end markets include supermarkets, mass
merchants, and convenience stores.  

                          *     *     *

Moody's Investors Service's assigned 'B1' on Reddy Ice Holdings
Inc.'s long term corporate family rating and 'B1' on its
probability of default rating.

Standard and Poor's gave a 'B+' on the company's long term foreign
issuer credit rating.  


REFCO INC: Marc Kirschner Discharges Duties as RCM Trustee
----------------------------------------------------------
Marc S. Kirschner, as Chapter 11 trustee and duly appointed Plan
Administrator of Refco Capital Markets Ltd.'s estate, obtained the
Court's authority to assign any and all of his remaining rights,
powers and duties to the RCM Plan Administrator, leaving him as
the sole party acting on behalf of and administering the RCM
estate.

The Court also authorized Mr. Kirschner to:

   (i) discharge his duties as RCM Trustee;

  (ii) release and terminate the duty to obtain and maintain
       the RCM Trustee's surety bonds by Hartford; Fidelity &
       Deposit/Zurich; Federal (Chubb), and Safeco; and

(iii) release and terminate the restrictions on the Restricted
       Accounts.

Timothy B. DeSieno, Esq., at Bingham McCutchen LLP, in New York,
relates that by notice dated April 10, 2006, the U.S. Trustee
appointed Mr. Kirschner as RCM Trustee, subject to a bond under
Section 322.  The Court subsequently approved the appointment of
the RCM Trustee, requiring him to post a $1,000,000,000 bond.  
The Bond was later reduced to $156,500,000, subject to
segregation of a substantial portion of RCM's cash into
restricted accounts.

The RCM Trustee then (a) obtained the Bond for $156,500,000, and
(b) created the Restricted Accounts with $800,500,000 in cash
invested as required by Section 345.  The annual premium for the
Bond was $762,938 and was fully earned.  The Bond expires on
April 19, 2007.

              Post-Effective Date Management of RCM

Given the assignment of the RCM Trustee's role and duties to the
RCM Administrator, the RCM Trustee's work for the RCM estate has
concluded, Mr. DeSieno tells Judge Drain.

Mr. DeSieno states that the Plan Confirmation Order left the RCM
Trustee in charge of the RCM estate, although it required him to
enter into a December 2006 RCM Administration Agreement with the
RCM Administrator.

Specifically, Mr. DeSieno says, the RCM Administration Agreement
enumerates the RCM Administrator's powers and responsibilities,
which include liquidating RCM's assets, paying RCM's expenses,
investing RCM's cash, calculating and paying distributions to
creditors of RCM, and dissolving and winding up RCM.

Mr. DeSieno states that the Plan, the Confirmation Order, and the
RCM Administration Agreement do not require continued maintenance
of the Bond or the Restricted Accounts by the RCM Trustee or the
RCM Plan Administrator.  However, he says, in accordance with the
RCM Administration Agreement, the RCM Administrator has obtained
professional liability insurance for $5,000,000.

                  Distributions from RCM Estate

Mr. DeSieno states that the assets of the RCM estate have been
significantly reduced as a consequence of making distributions
and other court-approved and ordinary course payments.

During the RCM Trustee's appointment, Mr. DeSieno relates, the
RCM estate had $2,054,000,000 in assets.  At the time of the Plan
Confirmation, the RCM estate held approximately $2,500,000,000 in
assets, of which $1,800,000,000 was cash or cash equivalents, and
the remainder in securities.

As of March 1, 2007, the RCM estate held about $920,000,000 in
liquid and illiquid assets, of which $13,900,000 is in the RCM
Wind-Down Reserves pursuant to the Plan.

Since his appointment, Mr. DeSieno notes, the RCM Trustee has
distributed from the RCM estate:

   (a) $56,400,000 in fees and expenses of estate professionals,
       of which $1,000,000 was paid to the RCM Trustee;

   (b) $84,400,000 to JPMorgan Chase Bank, N.A., pursuant to a
       Court-approved settlement agreement; and

   (c) $1,475,767,317 to RCM creditors between Dec. 27 and 28,
       2006.

Furthermore, the Court authorized a second interim distribution
to RCM creditors, aggregating $428,000,000.

Mr. DeSieno says various estate professionals have also filed
final applications for payment of fees and reimbursement of
expenses, which will result in additional disbursements from the
RCM estate.

To date, the RCM estate has contributed approximately $16,000,000
into an administrative expense reserve to fund the administration
of the Plan, including compensation of administrative
professionals.

Assuming the payments are made under the Second Distribution and
final fee applications, the RCM estate will have remaining assets
exceeding $450,000,000, Mr. DeSieno says.

The remaining RCM assets will now be administered by the RCM
Administrator following the approval of the Motion, Mr. DeSieno
states.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

On June 5, 2006, three more affiliates filed for chapter 11
protection namely: Westminster-Refco Management LLC, Refco Managed
Futures LLC, and Lind-Waldock Securities LLC.

Refco Commodity Management, Inc., another affiliate, filed for
bankruptcy on Oct. 16, 2006.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.  (Refco Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000).


REFCO INC: Plan Administrators Object to Grant Thornton's Claims
----------------------------------------------------------------
David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, states that in July 2006, Grant Thornton LLP
filed 27 proofs of claim -- Claim Nos. 11393 through 11395 and
Claim Nos. 11527 through 11550 -- against various Debtor
entities, asserting:

   (i) $242,804 in fees and costs for prepetition services
       rendered as the independent auditor for Refco Inc. and
       its subsidiaries, including Refco Capital Markets, Ltd.;
       and

  (ii) $2,800,000 in attorneys fees and costs incurred in
       connection with its defense of securities litigation
       actions, including, In re Refco, Inc. Securities
       Litigation, No. 05 Civ. 8626 (GEL) (S.D.N.Y.), and In re
       Refco Capital Markets, Ltd. Brokerage Customer Securities
       Litigation, No. 06-CV-643 (GEL) (S.D.N.Y.).

Grant Thornton also asserted that it holds contingent
unliquidated claims as a result of the Securities Actions.

Grant Thornton further argued that its claims were based on the
terms of its relationship that was memorialized in various
engagement letters or contracts with (i) Refco group Ltd., LLC,
and its subsidiaries, including RCM, and (ii) New Refco Group
Ltd., LLC.

Pursuant to their Chapter 11 Plan, and as of the Effective Date,
the Reorganized Debtors and Marc S. Kirschner, as the then-
Chapter 11 Trustee for Refco Capital Markets, Ltd.'s estate,
established a litigation trust for the pursuit of any and all
Contributed Claims, including litigation claims of the Debtors,
RCM, or their estates.  The Litigation Claims include any and all
claims, rights of action, suits or proceedings that any Debtor or
RCM may hold.

Mr. Rosner states that the Litigation Trust is currently
investigating Grant Thornton in connection with its conduct with
respect to the Debtors and RCM and its relationship and role with
respect to the Debtors' collapse.  The investigation may lead to
the assertion of affirmative claims by the Litigation Trust
against Grant Thornton, he notes.

On March 16, 2007, Grant Thornton filed amended claims -- Claim
Nos. 14458 through 14484 -- to increase the amount of liquidated
damages asserted in each Original Claim to $4,356,371.

On March 23, RJM, LLC, as Plan Administrator for the Chapter 11
Debtors' cases, and Mr. Kirschner, as the duly appointed Plan
Administrator for the RCM estate, objected to the Original
Claims, seeking entry of an order:

   (i) expressly reserving any and all rights, claims and
       defenses of the estates and their successors to assert
       any and all claims against Grant Thornton; to object to
       and defend against the Claims; and to obtain a full and
       fair litigation of all claims, objections and matters
       relating to Grant Thornton in an appropriate forum;

  (ii) disallowing the Claims for reimbursement of costs and
       expenses to the extent that Grant Thornton seeks
       indemnification for claims, damages, losses, liabilities,
       costs and expenses, incurred in connection with the
       Securities Actions or any other actions; and

(iii) disallowing the Claims to the extent that they assert the
       same liability against multiple Debtor entities,
       including RCM.

After reviewing the Original Claims, the Plan Administrators have
determined that each of those claims have been amended and
superseded by the Amended Claims.

Accordingly, the Plan Administrators ask Judge Drain to disallow
and expunge the Original Claims.

The Plan Administrators believe that Grant Thornton will not be
prejudiced by having their Original Claims disallowed and
expunged, because their Amended Claims will remain on the claims
registry.

Moreover, the Plan Administrators object to and seek entry of an
order with respect to the Amended Claims on the same grounds and
for the same reasons set forth in their First Objection to the
Original Claims.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

On June 5, 2006, three more affiliates filed for chapter 11
protection namely: Westminster-Refco Management LLC, Refco Managed
Futures LLC, and Lind-Waldock Securities LLC.

Refco Commodity Management, Inc., another affiliate, filed for
bankruptcy on Oct. 16, 2006.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.  (Refco Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000).


RELIABILITY INC: Fitts Roberts Reports Going Concern Doubt
----------------------------------------------------------
Fitts, Roberts & Co., P.C. reported substantial doubt about
Reliability Incorporated's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm cited the company's
negative trends, including recurring losses from operations and
negative cash flows from operating activities.

The company incurred net loss of $178,000 and $3,484,000 for the
years ended Dec. 31, 2006, and 2005, respectively.  Revenues for
2006 and 2005 were $237,000 and $748,000, respectively.

As of Dec. 31, 2006, the company listed total assets of $2,505,000
and total liabilities of $278,000, resulting in a $2,227,000 total
stockholders' equity.  Accumulated deficit as of Dec. 31, 2006,
totaled $6,446,000.  The company held $1,258,000 in cash and cash
equivalents as of Dec. 31, 2006.

The company has sustained significant negative financial results,
including substantial decreases in revenues, net income, backlog,
and cash flows from operating activities.  The deterioration in
the company's financial condition and liquidity are generally
attributable to operating losses sustained in each of the last six
years.

                   Reliability-Medallion Merger

On April 1, 2007, the company consummated the merger of its wholly
owned subsidiary, Reliability-Medallion Inc., a Florida
corporation, into Medallion Electric Acquisition Corporation, a
Florida corporation, and the indirect acquisition, through MEAC,
of Medallion Electric Inc., a Florida corporation.  All of the
funds used for the down payment to Medallion Electric were paid
out of the company's cash on hand.  Additional payments will come
from the company's working capital, funds generated by the private
placements, and funds generated by Medallion Electric's
operations.  However, there can be no assurances that the company
will be able to successfully raise enough funds or maintain
sufficient liquidity over a period of time that will allow it to
continue to service the acquisition commitments.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1db1

                      About Reliability Inc.

Reliability Incorporated (PNK: REAL.PK) -- http://www.relinc.com/
-- is principally designs, manufactures, markets, and supports
high performance equipment used to test and condition integrated
circuits.  The company has been providing capital equipment to
integrated circuit manufacturers and users to burn-in integrated
circuits since 1975 and to functionally test ICs during burn-in
since 1980.


RHODE ISLAND HEALTH: S&P Revises Outlook on Bonds Ratings to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Rhode Island Health and Educational Building Corp.'s $16.7 million
series 1998 bonds, issued for Roger Williams Hospital (formerly
Roger Williams General Hospital), to positive from negative,
reflecting Roger Williams' ability to improve its financial
position, and more recently increase its utilization, despite a
period of negative press that resulted from its former CEO's
indictment in early 2006.  At the same time, Standard & Poor's
affirmed its 'BB' rating on the bonds.
      
"If the organization is able to continue with its trend of
financial improvement, with ratios more in line with an
investment-grade credit, upward rating potential may be
warranted," said Standard & Poor's credit analyst Jennifer Soule.
     
Roger Williams' audited results for fiscal 2006 reflected an
operating loss of $1.6 million, or a negative 1%, and excess loss
of $1.7 million, or a 1% margin, generating maximum annual debt
service coverage of 2.4x, which is strong for the current rating.   
This outcome was an improvement over fiscal 2005, with an
operating loss of $3.4 million, or a negative 2.2% margin, and
an excess loss of $2.5 million, or a negative 1.6% margin.  It is
important to note that in both years the system realized
significant onetime investigation costs associated with the
indictment of its former CEO.
     
Management attributes the financial improvement to tight expense
controls, revenue enhancement initiatives and to a renewed
relationship with its physicians that has allowed for a recent
rebound in utilization.  The strength of management, with the
system's interim CEO hired as a permanent replacement in October
2006, is also a significant contributing factor.
     
Utilization realized in the last two quarters of fiscal 2006
reflected significant improvement over the first two quarters,
with inpatient admissions growing by 9% and inpatient surgical
growth of 16%.  Improvement is evidenced through the first five
months of fiscal 2007 as well, with annualized admissions growing
by approximately 7% and emergency visits growing by approximately
6%.  
     
A higher rating is precluded by Roger Williams' lack of a
profitability trend that would reflect margins more comparable
with an investment grade credit; and a moderate cash position,
with 50 days' cash on hand through fiscal 2006.
     
Roger Williams Hospital operates a 220 licensed-bed acute care
hospital in Providence (A), Rhode Island (AA) but does not provide
obstetric or pediatric services.  The hospital is affiliated with
Roger Williams Medical Center, which has subsidiaries such as a
nursing home and a real estate holding corporation.


RIVER EDGE: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: River Edge Development Corporation
        P.O. Box 129
        Yabucoa, PR 00767

Bankruptcy Case No.: 07-02108

Chapter 11 Petition Date: April 20, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co.
                  Centro Internacional de Mercadeo
                  Road 165, Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Las Cuevas Development                     $822,000
c/o Amaris d. Coya, Esq. and
Rolando Emmanuelli, Esq.
Rovira Office, Park 623 Avenue
Al Ceiba, Suite 401
Ponce, PR 00717-1902

Rivera & Placeres                          $384,181
HC 01 P.O. Box 4876
Naguabo, PR 00718-9727

Guarionex PR Construction Inc.             $325,000
P.O. Box 136 Wester
Auto Plaza 220, Suite 101
Trujillo Alto, PR 00976

Tower M. Realty                            $204,750

Del Valle Construction                     $108,854

Amey Construction                           $25,000

RE Advertising                               $4,522


SAINT CORP: S&P Rates Proposed $2.1 Billion Facilities at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Saint Corp., which is in the process of buying
Swift Transportation Co. Inc., a leading truckload trucking
company, for approximately $2.7 billion.  Following the closing of
the transaction, Saint Corp. will be renamed Swift Corp.  The
outlook is stable.

In addition, Standard & Poor's assigned its 'B+' bank loan rating
and '1' recovery rating to Swift Transportation Co. Inc.'s
proposed $2.1 billion first-lien credit facilities.  The bank
facility consists of a $450 million, five-year revolving facility
and a $1.7 billion, 7-year, term loan B.  Standard & Poor's also
assigned its 'B-' rating and '3' recovery rating to the
$835 million proposed second-lien notes, which consists of two
tranches: a fixed rate (maturing in 2017) and floating rate
(maturing in 2015); exact sizes have yet to be determined.  The
ratings are based on preliminary terms and are subject to review
of final documentation.  The borrower under the credit facilities
will be Saint Acquisition Co., a wholly owned subsidiary of Saint
Corp., which will use the proceeds to purchase the outstanding
shares of Swift Transportation Co. Inc. Newco will then merge with
Swift, which will be the continuing borrower.

"The ratings on Swift, Saint Corp.'s major subsidiary, reflect the
highly fragmented and cyclical truckload market and the company's
high capital intensity, customer concentration, and highly
leveraged capital structure," said Standard & Poor's credit
analyst Eric Ballantine.  Offsetting this somewhat is the
company's satisfactory business position as the largest TL
carriers in the U.S. and growing positions within the intermodal
and dedicated trucking business.

In the near term, S&P expects the company to focus on improving
its operations and repaying debt, which should help strengthen
credit metrics slightly.  An outlook change to positive is
unlikely in the near term, given the company's heavy debt load and
industry challenges.  Should industry challenges escalate, causing
credit measures to deteriorate, the outlook would likely be
revised to negative.


SAINT VINCENTS: Wants to Sell Forest Avenue Property for $635,000
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to sell real property at
Block 132, Lot 1, at 427 Forest Avenue, in Staten Island, New
York, to Michael Behar for $635,000, subject to higher and better
offers.

Pursuant to a lease agreement, the Debtors currently lease the
427 Forest Property to Richmond University Medical Center, as
tenant, which operates the Silberstein Alcohol Program on-site.

The Debtors have ascertained that it is in their best interest to
dispose of the Property and the proceeds-debt reduction that a
sale of the Property will produce will be vital to their
reorganization.

Accordingly, the Debtors engaged Massey Knakal Realty Services to
assist them in locating potential buyers for the Property.  As a
result of Massey Knakal' efforts, the Property fetched offers
from 20 potential purchasers.  Mr. Behar's offer is the highest
"as is" offer for the Property.

After engaging in arm's-length negotiations, the Debtors entered
into a purchase agreement with Mr. Behar, which provides that:

   (a) The Debtors will sell the Property to Mr. Behar, free and
       clear of all liens, claims and encumbrances;

   (b) Mr. Behar will pay the Debtors $635,000 for the Property.
       About $63,500 will be paid after signing the Contract of
       Sale, and $571,500 will be paid at the closing of the
       Transaction;

   (c) The RUMC Lease will be assumed and assigned to the
       Successful Bidder of the sale of the Property; and

   (d) If the proposed sale is consummated with a qualified
       bidder other than Mr. Behar, he will be entitled to:

        -- a $25,400 Break-Up Fee, which is about 4% of the total
           purchase price; and

        -- reimbursement of costs of title examination and of
           preparing or updating a survey.

According to the Debtors, they have received or expect to receive
consent from Lienholders General Electric Capital Corporation and
Staten Island Savings Bank to sell the Property free and clear of
the Lienholder's interests in the Debtors' assets.

The sale of the Property should be exempt from all stamp taxes or
similar taxes pursuant to Section 1146(c) of the Bankruptcy Code,
the Debtors contend.

Interested parties have until April 30, 2007, to submit their
bids.  If more than one Qualified Bid is received, the Debtors
intend to hold an auction on May 8, 2007.

The 427 Forest Property Sale will be considered at a May 16, 2007
hearing in the Debtors' cases.  Objections to the Sale must be
filed by May 10.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  

The Debtors filed their Chapter 11 Plan of Reorganization
accompanying a disclosure statement explaining that Plan on
Feb. 9, 2007.  The Court is set to consider the adequacy of the
Debtors' Disclosure Statement on May 3, 2007.

(Saint Vincent Bankruptcy News, Issue No. 51 Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Wants to Sell Vanderbilt Property for $1.2 Mil.
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to sell a parcel of real
property located at Block 534, Lot61, at 155 Vanderbilt Avenue, in
Staten Island, New York to Michael Behar for $1,260,000, subject
to higher and better offers.

The Property is currently leased to St. Elizabeth Ann's Health
Care & Rehabilitation Center, also known as Sisters of Charity
Health Care System Nursing Home, Inc., pursuant to an unexpired
net lease agreement between SVCMC as landlord and SEA as tenant.

St. Elizabeth Ann, a non-debtor affiliate of SVCMC, operates a
home to an AIDS Adult Day Health Care Program at the Property.

The Debtors have determined that the Property is not necessary
for their contemplated post-reorganization activities.

According to Andrew M. Troop, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, Massey Knakal Realty Services assisted the
Debtors in locating potential buyers for the Property as well as
other parcels of real property.  Massey Knakal contacted over
1000 potential purchasers, and fielded offers from 13 potential
purchasers.

The Debtors determine that Mr. Behar's $1,260,000 bid is
currently the highest offer for the Property.  Accordingly, the
Debtors entered into a purchase agreement with Mr. Behar for the
sale of the Property, subject to higher and better bids.

The salient terms of the Purchase Agreement are:

   (a) Mr. Behar will purchase the Property, free and clear of
       all liens and encumbrances, subject to the SEA Lease and
       to certain Permitted Exceptions.

   (b) Mr. Behar will pay $1,260,000 the Debtors for the
       Property:

       -- $50,000 after signing the Contract of Sale;

       -- $76,000 upon Mr. Behar's receipt of the Approval
           Notice; and

       -- $1,134,000 at the Closing.

   (c) The SEA Lease will be assumed and assigned to the
       Successful Bidder.

   (d) If the transaction is consummated with a Qualified Bidder
       other than Mr. Behar, he will be entitled to:

       -- a $39,750 Break-Up Fee, which is about 3% of the total
          purchase price; and

       -- reimbursement of the cost of title examination and of
          preparing or updating a survey.

   (4) The Purchase Agreement will be effective upon the approval
       of the Court and the Debtors' Board of Directors.

The Debtors have received or expect to receive consent from two
lienholders to sell the Property free and clear of these
interests:

   1. A lien held by General Electric Capital Corporation, the
      Debtors' postpetition lenders, which attaches to
      substantially all of the Debtors' property, pursuant to
      GECC Replacement Financing Order.

   2. A lien held by Staten Island Saving Bank, pursuant to a
      mortgage granted on March 27, 1996.

The Debtors also ask the Court to find that the sale of the
Property is exempt from all stamp taxes or similar taxes pursuant
to Section 1146(c) of the Bankruptcy Code.

Interested and qualified parties can submit their bids before
April 30, 2007.  If more than one Qualified Bid is received, the
Debtors intend to hold an auction on May 8, 2007, at the offices
of Cadwalader, Wickersham & Taft LLP, in New York.

The Court will consider the 155 Vanderbilt Property Sale on
May 16, 2007.  Objections must be filed by May 10.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  

The Debtors filed their Chapter 11 Plan of Reorganization
accompanying a disclosure statement explaining that Plan on
Feb. 9, 2007.  The Court is set to consider the adequacy of the
Debtors' Disclosure Statement on May 3, 2007.

(Saint Vincent Bankruptcy News, Issue No. 51 Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHANGDONG ZHOUYUAN: Kempisty & Company Raises Going Concern Doubt
-----------------------------------------------------------------
Kempisty & Company, in New York, expressed substantial doubt about
Shangdong Zhouyuan Seed and Nursery Co. Ltd.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's net losses for the years ended
Dec. 31, 2006, and 2005, accumulated deficit of $1,792,706 at
Dec. 31, 2006, and default on bank loans and interest payments
totaling $1,501,979 as of Dec. 31, 2006.

Shangdong Zhouyuan Seed and Nursery Co. Ltd., formerly Pingchuan
Pharmaceuticals Inc., reported a net loss of $347,706 on total
revenue of $424,709 for the year ended Dec. 31, 2006, compared
with a net loss of $256,354 on total revenue of $644,145 for the
year ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $3,635,854 in
total assets, $2,571,682 in total liabilities, $430,013 in
minority interest, and $634,159 in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $473,449 in total current assets available to pay
$2,571,682 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d9b

           Default on Bank Loans and Interest Payments

The company is currently in default with respect to principal and
interest payments due on $1.3 million in obligations to the
Agricultural Bank of China.  The company's current financial
situation does not permit it to satisfy the debt as written.  The
company has been in negotiations with the Bank regarding a
restructuring of the debt.  

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed & Nursery Co. Ltd., formerly Pingchuan
Pharmaceuticals Inc., is primarily engaged in the sale of medical
equipment and the provision of consultation services in the
pharmaceutical business.  


SHAW GROUP: Gary Graphia Named as Corporate Development EVP
-----------------------------------------------------------
The Shaw Group Inc. reported that Gary P. Graphia, recently
named Executive Vice President by Shaw Group's Board of
Directors, would assume a newly established senior executive
position of Executive Vice President - Corporate Development and
Strategy.  In this new role, Mr. Graphia will assume
responsibility over the following areas: Mergers and
Acquisitions, Shaw Capital, Strategic Markets, Risk Management,
Safety, QA/QC, Corporate Communications, and Sales and
Marketing.  He will also oversee and serve on the company's
Project Risk, Claims, and Sarbanes-Oxley Committees.

Mr. Graphia joined Shaw Group in August 1999 as Corporate
Secretary and General Counsel and in January 2007, he was named
Executive Vice President, Chief Legal Officer and Corporate
Secretary.  Since joining Shaw Group, Mr. Graphia has presided
over the legal and corporate affairs of the company, working
closely with management and the board.  He has overseen the
growth of the Legal Department from 3 attorneys to 42
professionals, including 24 attorneys.

Over the years, the company has completed three major acquisitions
-- including Stone & Webster in 2000; IT Group in 2002; and most
recently, a 20% equity interest in Westinghouse in October 2006;
as well as, numerous smaller transactions, including acquisitions,
divestitures, and joint ventures.

In addition, the company has completed seven public capital
markets transactions totaling over $2.7 billion dollars, and three
increases to its bank credit facilities, the most recent being to
increase the facility to $850 million.

Shaw Group also disclosed that Cliff S. Rankin would join Shaw
Group as General Counsel and Corporate Secretary beginning
May 7, 2007.  Mr. Rankin joins Shaw Group from the Houston law
firm of Vinson & Elkins LLP, where he was employed for 15 years
and has been a partner since 2001.  At Vinson & Elkins, Mr. Rankin
specialized in representing corporate clients and financial
institutions in a variety of complex transactional matters
including construction, acquisitions, project finance and
development, and structured and commercial finance.

Shaw Group further disclosed that Richard F. Gill, Executive
Vice President and Chairman of Shaw's Executive Committee, who
had been serving as acting President of the Power Group, has
officially been named to that position.  Mr. Gill will be
relocating to Shaw Group's Charlotte, North Carolina office.  
Charlotte is headquarters for the senior management within the
Fossil and Nuclear Divisions of the Power Group.  Mr. Gill's
move will facilitate increased opportunities for collaboration
within the Power Group, and allow for more rapid decision-
making.  Shaw Group believes that Mr. Gill's relocation will
allow it to further strengthen its leadership position within
the power industry.

Within the Power Group, David L. Brannen will join Shaw Group on
April 16, 2007 as Executive Vice President, working directly
with Mr. Gill.  Mr. Brannen's focus will be engineering
execution and project management processes.  Over the past five
years, Mr. Brannen has been a consultant to engineering and
testing services companies, primarily providing services to
telecommunications and power utilities markets.  As an
independent consultant, he participated in the cost and schedule
analysis of the Hanford Waste Treatment project, a major nuclear
waste management project sponsored by the U.S. Department of
Energy.  The Hanford team was made up of industry experts from
throughout the nuclear industry.  Previously, Mr. Brannen served
in numerous executive, managerial, and project capacities with
Bechtel International over an extensive and successful 35-year
career.

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the  
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SMART ENERGY: Chisholm Bierwolf Raises Going Concern Doubt
----------------------------------------------------------
Chisholm Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Smart Energy Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
substantial losses from operations and limited sales of its
product.

Smart Energy Solutions Inc. reported a net loss of $5,328,496 on
revenues of $1,818,973 for the year ended Dec. 31, 2006, compared
with a net loss of $2,519,577 on revenues of $151,257 for the year
ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $2,765,924 in
total assets, $1,317,449 in total liabilities, and $1,448,475 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?1d9a

                        About Smart Energy   

Headquartered in Pompton Plains, N.J., Smart Energy Solutions Inc.
(OTC B: SMGY) -- http://www.smgy.net/-- is the sole owner of the  
Battery Brain line of vehicle accessory products.  Battery Brain
is an automotive accessory product that easily installs onto the
battery of a regular or custom car, truck, SUV, van, or RV.  It
uses unique electronic technology to ensure the battery always
maintains enough power to start the engine.


STRIKEFORCE TECHNOLOGIES: Li & Company Raises Going Concern Doubt
-----------------------------------------------------------------
Li & Company PC, in Skillman, N.J., expressed substantial doubt
about StrikeForce Technologies Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's accumulated deficit of $12,378,048 and working
capital deficiency of $2,590,315 at Dec. 31, 2006, net loss and
cash used in operations of $3,154,234 and $1,432,370 in 2006,
respectively.

StrikeForce Technologies reported a net loss of $3,154,234 on
revenues of $338,445 for the year ended Dec. 31, 2006, compared
with a net loss of $5,174,926 on revenues of $30,532 for the year
ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $2,122,241 in
total assets and $5,413,552 in total liabilities, resulting in a
$3,291,311 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $351,958 in total current assets available to pay
$2,942,273 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1da3

                  About StrikeForce Technologies

Headquartered in Edison, N.J., StrikeForce Technologies Inc.
(OTC BB: SKFT) -- http://www.strikeforcetech.com/-- provides  
solutions that help prevent identity theft.  Its total protection
solution strengthens companies' defenses against the biggest
points of fraud - when the internet is accessed, when accounts are
opened, when they're accessed, when they're changed, and each time
there's a new transaction.


STRUCTURED ADJUSTABLE: S&P Cuts Rating on Class M7 Loan to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M7
from Structured Adjustable Rate Mortgage Loan Trust 2005-10 to
'BB' from 'BBB-' and placed it on CreditWatch with negative
implications.  Concurrently, the ratings on four classes from four
other Structured Adjustable Rate Mortgage Loan Trust deals were
placed on CreditWatch negative.  At the same time, the ratings on
907 classes of pass-through certificates from 44 transactions from
the same issuer were affirmed.

The lowered rating and negative CreditWatch placement on class M7
from series 2005-10 reflects increased losses incurred by the pool
and a significant amount of loans in the delinquency pipeline.
This transaction incurred an average monthly loss of approximately
$192,158 over the past six months, which is more than 3.8x the
excess interest being generated.

Consequently, the overcollateralization is at 0.18%, well below
its target of 0.35%.  Furthermore, severe delinquencies (90-plus
days, foreclosure, and REO) for this transaction are approximately
5.34% of the current pool balance, and cumulative realized losses
are approximately 0.14% of the original pool balance.

The four other negative CreditWatch placements reflect weaker-
than-expected pool performance.  The delinquency pipelines for
these transactions (series 2004-15, 2005-6XS, 2005-8XS, and 2006-
4) are significant and have caused projected credit support to
fall significantly.  Standard & Poor's will continue to closely
monitor the performance of the transactions with ratings on
CreditWatch negative.  If delinquencies are reduced and the level
of credit support has not been further eroded, S&P will affirm the
ratings and remove them from CreditWatch.  Conversely, if the
transactions start incurring greater losses, S&P will take further
negative rating actions on these classes.

The affirmations are based on actual and projected credit support
percentages that are sufficient to maintain the current ratings.  
Severe delinquencies for these transactions range from 6.29%
(series 2004-7) to 0.45% (series 2004-6) of the current pool
balances.  Cumulative realized losses range from 0.00% (multiple
transactions) to 0.19% (series 2005-3XS) of the original pool
balances.

The underlying collateral for these transactions consists of
conventional, fully amortizing, adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.


         Rating Lowered and Placed on Creditwatch Negative

          Structured Adjustable Rate Mortgage Loan Trust
              Residential mortgage-backed securities
      
                                        Rating
                                        ------
             Series     Class      To             From
             ------     -----      --             ----
             2005-10    M7         BB/WatchNeg    BBB-
                
                  
                 Ratings Placed On Creditwatch Negative
                  
          Structured Adjustable Rate Mortgage Loan Trust
              Residential mortgage-backed securities
            
                                       Rating
                                       ------
           Series     Class     To                From
           ------     -----     --                -----
           2004-15    B5        B/Watch Neg       B
           2005-6XS   M3        BBB/Watch Neg     BBB
           2005-8XS   M4        BBB/Watch Neg     BBB
           2006-4     B6-I      B/Watch Neg       B
                
        
                            Ratings Affirmed
                  
             Structured Adjustable Rate Mortgage Loan Trust
                 Residential mortgage-backed securities

    Series    Class                                      Rating
    ------    -----                                      ------
     2004-1    1-A, 2-A, 2-AX, 3-A1, 3-A2, 3-A3, 4-A1     AAA
     2004-1    4-A2, 4-A3, 4-A4, 4-A5, 4-AX, 4-PAX, 5-A   AAA
     2004-1    5-AX, 6-A, 6-AX                            AAA
     2004-1    B1-I, B1X-I, B1-II, B1X-II                 AA
     2004-1    B2-I, B2X-I, B2-II                         A
     2004-1    B3                                         BBB
     2004-1    B4                                         BB
     2004-1    B5                                         B
     2004-2    1-A1, 1-A2, 1-AX, 2-A, 3-A, 3-AX, 4-A1     AAA
     2004-2    4-A2, 4-A3, 4-AX, 4-PAX, 5-A, 5-AX         AAA
     2004-2    B1-I, B1X-I, B1-II                         AA
     2004-2    B2-I, B2X-I, B2-II                         A
     2004-2    B3                                         BBB
     2004-2    B4                                         BB
     2004-2    B5                                         B
     2004-4    1-A1, 1-A2, 1-A3, 1-AX, 2-A, 3-A1, 3-A2    AAA
     2004-4    3-A3, 3-A4, 3-A5, 3-A6, 3-AX, 3-PAX, 4-A   AAA
     2004-4    4-AX, 5-A                                  AAA
     2004-4    B1                                         AA
     2004-4    B2                                         A
     2004-4    B3                                         BBB
     2004-4    B4                                         BB
     2004-4    B5                                         B
     2004-5    1-A, 2-A, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5     AAA
     2004-5    3-A6, 3-AX, 3-PAX, 4-A, 4-AX, 5-A, 5-AX    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-A1, 3-A2, 3-A3, 4-A1, 4-A2     AAA
     2004-6    5-A1, 5-A2, 5-A3, 5-A4, 5-A5, 5-A6, 6-A    AAA
     2004-6    B1, B1-X                                   AA
     2004-6    B2, B2-X                                   A
     2004-6    B3                                         BBB
     2004-6    B4                                         BB
     2004-6    B5                                         B
     2004-7    A1, A2-A, A2-B, A3, A4                     AAA
     2004-7    M1                                         AA
     2004-7    M2                                         A
     2004-8    1-A1, 1-A2, 1-A3, 2-A1, 2-A2, 3-A, 4-A     AAA
     2004-8    5-A1, 5-A2, 5-A3, 5-A4, 5-A4B, 5-A5, 5-A5B AAA
     2004-8    5-A6, 5-A6B                                AAA
     2004-8    B1, B1-X                                   AA
     2004-8    B2, B2-X                                   A
     2004-8    B3                                         BBB
     2004-8    B4                                         BB
     2004-8    B5                                         B
     2004-10   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 3-A3    AAA
     2004-10   4-A, 4-AX                                  AAA
     2004-10   B1, B1-X                                   AA
     2004-10   B2, B2-X                                   A
     2004-10   B3                                         BBB
     2004-10   B4                                         BB
     2004-10   B5                                         B
     2004-12   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 3-A3    AAA
     2004-12   3-AX, 4-A, 5-A, 6-A, 7-A1, 7-A2, 7-A3      AAA
     2004-12   7-AX, 8-A, 9-A                             AAA
     2004-12   B1, B1-X                                   AA+
     2004-12   B2, B2-X                                   AA
     2004-12   B3, B3-X                                   AA-
     2004-12   B4, B4-X                                   A
     2004-12   B5                                         A-
     2004-12   B6                                         BBB
     2004-12   B7                                         BB
     2004-12   B8                                         B
     2004-14   1-A, 2-A, 3-A1, 3-A2, 3 AX, 3-PAX, 4-A     AAA
     2004-14   5-A1, 5-A2, 5-AX, 5-PAX, 6-A, 7-A, M, MX   AAA
     2004-14   B1, B1-X                                   AA+
     2004-14   B2, B2-X                                   AA
     2004-14   B3, B3-X                                   AA-
     2004-14   B-4                                        A
     2004-14   B-5                                        A-
     2004-14   B6                                         BBB
     2004-14   B7                                         BB
     2004-14   B8                                         B
     2004-15   A                                          AAA
     2004-15   B1                                         AA
     2004-15   B2                                         A
     2004-15   B3, BX                                     BBB
     2004-15   B4                                         BB
     2004-16   1-A1, 1-A2, 1-A3, 2-A, 3-A-1, 3-A2, 3-AX   AAA
     2004-16   3-PAX, 4-A, 4-AX, 4-PAX, 5-A1, 5-A2, 5-A3  AAA
     2004-16   5-AX, 5-AIO, 5-C, 6-A, M, MX               AAA
     2004-16   B1, B1X                                    AA+
     2004-16   B2, B2X                                    AA
     2004-16   B3, B3X                                    AA-
     2004-16   B4                                         A
     2004-16   B5                                         A-
     2004-16   B6                                         BBB
     2004-16   B7                                         BB
     2004-16   B8                                         B
     2004-18   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 4-A1    AAA
     2004-18   4-A2, 4-AX, 4-PAX, 5-A, 5-AX               AAA
     2004-18   M, MX, B1, B1X                             AA+
     2004-18   B2, B2X                                    AA
     2004-18   B3, B3X                                    AA-
     2004-18   B4                                         A
     2004-18   B5, B5X                                    A-
     2004-18   B6, B6X, B7, B7X                           BBB
     2004-18   B8, B8X                                    BB
     2004-18   B9                                         B
     2004-19   1-A1, 1-A2, 1-A2X, 2-A1, 2-A2              AAA
     2004-19   B1, B2                                     AA
     2004-19   B3                                         A+
     2004-19   B4                                         A
     2004-19   B5                                         BBB+
     2004-19   B6, BX                                     BBB-
     2004-19   B7-I, B7-II                                BB
     2004-19   B8-I, B8-II                                B
     2004-20   1-A1, 1-A2, 1-A3, 2-A1, 2-A2, 3-A1 3-A2    AAA
     2004-20   4-A, 5-A                                   AAA
     2004-20   B1, B1X, B2, B2X                           AA+
     2004-20   B3, B3X, B4, B4X                           AA
     2004-20   B5, B5X                                    AA-
     2004-20   B6                                         A
     2004-20   B7, B7X                                    A-
     2004-20   B8, B8X, B9                                BBB
     2004-20   B10                                        BB
     2004-20   B11                                        B
     2004-3AC  A1, A2, A3, PAX, AX                        AAA
     2004-3AC  B1                                         AA
     2004-3AC  B2                                         A
     2004-3AC  B3                                         BBB
     2004-3AC  B4                                         BB
     2004-3AC  B5                                         B
     2005-1    1-A1, 1-A2, 2-A, 3-A, 3-AX, 4-A1, 4-A2     AAA
     2005-1    5-A1, 5-A2, 6-A                            AAA
     2005-1    B1, B1X, B2, B2X, B3, B3X                  AA+
     2005-1    B4, B4X                                    AA
     2005-1    B5, B5X                                    A+
     2005-1    B6                                         A
     2005-1    B7, B7X                                    A-
     2005-1    B8                                         BBB+
     2005-1    B9                                         BBB
     2005-1    B10, B10X                                  BBB-
     2005-1    B11, B11X                                  BB
     2005-1    B12                                        B
     2005-2    A1, A2, A2X1, A2X2                         AAA
     2005-2    B1, B2                                     AA
     2005-2    B3                                         A+
     2005-2    B4                                         A
     2005-2    B5                                         BBB+
     2005-2    B6, BX                                     BBB
     2005-2    B7                                         BBB-
     2005-2    B8                                         BB
     2005-2    B9                                         B
     2005-3XS  A1, A2, A3                                 AAA
     2005-3XS  M1                                         AA
     2005-3XS  M2                                         A
     2005-3XS  M3                                         BBB+
     2005-4    1-A1, 1-A2, 2-A, 3-A1, 3-A2, 3-AX, 3-PAX   AAA
     2005-4    4-A, 5-A, 6-A1, 6-A2, 6-A3, 6-AX1, 6-AX2   AAA
     2005-4    B1-II                                      AA+
     2005-4    B2-II                                      AA
     2005-4    B1-I                                       AA-
     2005-4    B3-II                                      A+
     2005-4    B2-I, B4-II, BX-II                         A-
     2005-4    B3-I, B5-II                                BBB
     2005-4    B4-I                                       BBB-
     2005-4    B5-I, B6-II                                BB
     2005-4    B6-I, B7-II                                B
     2005-6XS  A1, A2, A3                                 AAA
     2005-6XS  M1                                         AA
     2005-6XS  M2                                         A
     2005-7    1-A1, 1-A2, 1-A3, 1-A4, 2-A1, 2-A2, 3-A1   AAA
     2005-7    3-A2, 4-A, 5-A1, 5-A2, 6-A1, 6-A2          AAA
     2005-7    B1-I                                       AA
     2005-7    B2-I                                       AA-
     2005-7    B3-I                                       A
     2005-7    B4-I                                       A-
     2005-7    B5-I                                       BBB
     2005-7    B6-I, B7-I                                 BBB-
     2005-7    B8-I                                       BB
     2005-7    B9-I                                       B
     2005-7    7-A                                        AAA
     2005-7    B1-II                                      AA
     2005-7    B2-II                                      A
     2005-7    B3-II                                      A-
     2005-7    B4-II                                      BBB
     2005-7    B6-II                                      BB
     2005-7    B7-II                                      B
     2005-8XS  A1, A2, A3                                 AAA
     2005-8XS  M1                                         AA
     2005-8XS  M2                                         A
     2005-8XS  M3                                         BBB+
     2005-9    1-A, 2-A1, 2-A2A, 2-A2B                    AAA
     2005-9    B1                                         AA+
     2005-9    B2                                         AA
     2005-9    B3                                         AA-
     2005-9    B4                                         A
     2005-9    B5                                         A-
     2005-9    B6                                         BBB
     2005-9    B7                                         BBB-
     2005-9    B9                                         BB
     2005-9    B10                                        B
     2005-10   A1, A2, A-IO                               AAA
     2005-10   M1, M2                                     AA
     2005-10   M3, M4                                     A
     2005-10   M5, M6                                     BBB
     2005-11   1-A1, 1-A2, 2-A1, 2-A2, 3-A, 4-A           AAA
     2005-11   B1                                         AA
     2005-11   B2                                         A
     2005-11   B3                                         BBB+
     2005-11   B4                                         BBB
     2005-11   B5                                         BBB-
     2005-11   B6                                         BB
     2005-11   B7                                         B
     2005-12   1-A1, 1-A2, 2-A1, 2-A2, 3-A1               AAA
     2005-12   3-A2, 4-A1, 4-A2, 5-A, 5-AX                AAA
     2005-12   B-1                                        AA+
     2005-12   B-2                                        AA
     2005-12   B-3                                        AA-
     2005-12   B-4                                        A
     2005-12   B-5                                        A-
     2005-12   B-6                                        BBB
     2005-12   B-7                                        BBB-
     2005-12   B-8                                        BB
     2005-12   B-9                                        B
     2005-14   A1, A2, A3, 1-AX, 2-AX                     AAA
     2005-14   B1, B2                                     AA+
     2005-14   B3, B4                                     AA
     2005-14   B5                                         A+
     2005-14   B6                                         A
     2005-14   B7                                         BBB+
     2005-14   B8                                         BBB
     2005-14   B9                                         BBB-
     2005-14   B10                                        BB
     2005-14   B11                                        B
     2005-15   1-A1, 1-A2, 1-AX, 1-PAX, 2-A1              AAA
     2005-15   2-A2, 3-A1, 3-A2, 4-A1, 4-A2               AAA
     2005-15   R                                          AAA
     2005-15   B-1                                        AA+
     2005-15   B-2                                        AA
     2005-15   B-3                                        AA-
     2005-15   B-4                                        A
     2005-15   B-5                                        A-
     2005-15   B-6                                        BBB
     2005-15   B-7                                        BBB-
     2005-15   B-8                                        BB
     2005-15   B-9                                        B
     2005-17   1-A1, 1-A2, 2-A1, 2-A2, 3-A1               AAA
     2005-17   3-A2, R                                    AAA
     2005-17   B1-I                                       AA+
     2005-17   B2-I                                       AA
     2005-17   B3-I                                       A
     2005-17   B4-I                                       BBB
     2005-17   B5-I                                       BBB-
     2005-17   B6-I                                       BB
     2005-17   B7-I                                       B
     2005-17   4-A1, 4-A2, 4-A3, 4-A4, 4-A5               AAA
     2005-17   4-AX, 5-A1, 5-A2, 5-A3, 5-AX               AAA
     2005-17   B1-II                                      AA+
     2005-17   B2-II                                      AA
     2005-17   B3-II                                      A
     2005-17   B4-II                                      BBB
     2005-17   B5-II                                      BBB-
     2005-17   B6-II                                      BB
     2005-17   B7-II                                      B
     2005-18   1-A1, 1-A2, 2-A, 3-A1, 3-A2                AAA
     2005-18   4-A1, 4-A2, 4-A3, 5-A1, 5-A2               AAA
     2005-18   6-A1, 6-A2, R                              AAA
     2005-18   B1-I                                       AA+
     2005-18   B2-I                                       AA
     2005-18   B3-I                                       A
     2005-18   B4-I                                       BBB
     2005-18   B5-I                                       BBB-
     2005-18   B6-I                                       BB
     2005-18   B7-I                                       B
     2005-18   7-A1, 7-A2, 7-A3, 7-AX, 8-A1               AAA
     2005-18   8-A2, 9-A1, 9-A2, 9-A3, 9-A4               AAA
     2005-18   9-AX                                       AAA
     2005-18   B1-II                                      AA+
     2005-18   B2-II                                      AA
     2005-18   B3-II                                      A
     2005-18   B4-II                                      BBB
     2005-18   B5-II                                      BBB-
     2005-18   B6-II                                      BB
     2005-18   B7-II                                      B
     2005-19XS 1-A1, 1-AA, 1-AB, 1-A-3                    AAA
     2005-19XS M1-I                                       AA
     2005-19XS M2-I                                       A
     2005-19XS M3-I                                       BBB
     2005-19XS 2-A-1, 2-A2, 2-A3                          AAA
     2005-20   1-A1, 1-A2, 2-A1, 2-A2, 3-A1               AAA
     2005-20   3-A2, 3-A3, 3-AX, 4-A1, 4-A2               AAA
     2005-20   B1-I                                       AA+
     2005-20   B2-I                                       AA
     2005-20   B3-I                                       A
     2005-20   B4-I                                       BBB
     2005-20   B5-1                                       BBB-
     2005-20   B6-1                                       BB
     2005-20   B7-1                                       B
     2005-20   B1-II                                      AA+
     2005-20   B2-II                                      AA
     2005-20   B3-II                                      A
     2005-20   B4-II                                      BBB
     2005-20   B5-II                                      BBB-
     2005-20   B6-II                                      BB
     2005-20   B7-II                                      B
     2005-20   R                                          AAA
     2005-21   1-A, 2-A, 3-A1, 3-A2, 4-A-1                AAA
     2005-21   4-A-2, R, 5-A1, 5-A2, 6-A1                 AAA
     2005-21   6-A2, 6-A3, 6-A4, 6-AX, 7-A1               AAA
     2005-21   7-A2                                       AAA
     2005-21   B1-II                                      AA+
     2005-21   B1-I, B2-I, B2-II                          AA
     2005-21   B3-I                                       A+
     2005-21   B4-1, B3-II                                A
     2005-21   B5-I                                       BBB+
     2005-21   B4-II, B6-I                                BBB
     2005-21   B7-I, B5-II                                BBB-
     2005-21   B8-I, B6-II                                BB
     2005-21   B9-I, B7-II                                B
     2005-22   1-A1, 2-A2, 1-A3, 1-A4, 1-A5, 1-AX         AAA
     2005-22   1-PAX, 2-A1, 2-A2, 3-A1, 3-A2, R           AAA
     2005-22   4-A2, 4-A2, 5-A1, 5-A2                     AAA
     2005-22   B1-I, B1-II                                AA
     2005-22   B2-1, B2-II                                A
     2005-22   B3-1                                       A-
     2005-22   B4-I, B3-II                                BBB
     2005-22   B5-I, B4-II                                BBB-
     2005-22   B6-I, B5-II                                BB
     2005-22   B7-I, B6-II                                B
     2005-23   1-A1, 1-A2, 1-A3, 1-AZ, 1-A4               AAA
     2005-23   1-AX, 1-A2X, 2-A1, 2-A2, R                 AAA
     2005-23   3-A1, 3-A2, 4-A1, 4-A2                     AAA
     2005-23   B1-I, B1-II                                AA
     2005-23   B2-I, B2-II                                A
     2005-23   B3-I, B3-II                                BBB
     2005-23   B4-I, B4-II                                BBB-
     2005-23   B5-I, B5-II                                BB
     2005-23   B6-I, B6-II                                B
     2006-1    1-A1, 1-A2, 2-A1, 2-A2, 2-A3               AAA
     2006-1    2-AX, 3-A1, 3-A2, 4-A, 5-A1                AAA
     2006-1    5-A2, 5-A3, 5-AX, 6-A1, 6-A2               AAA
     2006-1    6-AX, R, 7-A1, 7-A2, 7-A3                  AAA
     2006-1    7-A4, 7-A5, 7-AX, 8-A1, 8-A2               AAA
     2006-1    8-AX                                       AAA
     2006-1    B1-I, B1-II                                AA
     2006-1    B2-I                                       AA-
     2006-1    B3-I, B2-II                                A
     2006-1    B4-I                                       A-
     2006-1    B5-I, B3-II                                BBB
     2006-1    B6-I, B4-II                                BBB-
     2006-1    B7-I, B5-II                                BB
     2006-1    B8-I, B6-II                                B
     2006-2    1-A1, 1-A2, 2-A1, 2-A2, AX                 AAA
     2006-2    PAX, 3-A1, 3-A2, R, 4-A1, 4-A2             AAA
     2006-2    4-AX, 5-A1, 5-A2, 5-AX                     AAA
     2006-2    B1-II                                      AA
     2006-2    B2-II                                      A
     2006-2    B6-II                                      B
     2006-3    1-A1, 1-A2, 2-A1, 2-A2, 3-A1               AAA
     2006-3    3-A2, 3-A3, 3-AX, R, 4-A, 4-AX             AAA
     2006-3    B1-II                                      AA
     2006-3    B2-II                                      A
     2006-3    B3-II                                      BBB
     2006-3    B4-II                                      BBB-
     2006-3    B5-II                                      BB
     2006-3    B6-II                                      B
     2006-4    1-A1, 1-A2, 2-A1, 2-A2, 3-A1, 3-A2, R      AAA
     2006-4    4-A1, 4-A2, 5-A1, 5-A2, 6-A, 7-A1, 7-A2    AAA
     2006-4    7-A3, 7-A4                                 AAA
     2006-4    B1-II                                      AA+
     2006-4    B2-II                                      AA
     2006-4    B3-II                                      AA-
     2006-4    B4-II                                      A
     2006-4    B5-II                                      BBB
     2006-4    B6-II                                      BBB-
     2006-4    B7-II                                      BB
     2006-4    B8-II                                      B
     2006-5    1-A1, 1-A2, 2-A1, 2-A2, 2-A3, 2-AX, R      AAA
     2006-5    3-A, 4-A1, 4-A2, 5-A1, 5-A2, 5-A3, 5-A4    AAA
     2006-5    B1-II                                      AA+
     2006-5    B2-II                                      AA
     2006-5    B3-II                                      AA-
     2006-5    B8-II                                      B
     2006-6    1-A1, 1-A2, 1-A3, 1-AX, R                  AAA
     2006-6    B5-I                                       B
     2006-6    2-A1, 2-A2, 2-A3, 2-A4, 3-A1, 3-A2         AAA
     2006-6    B1-II                                      AA+
     2006-6    B2-II                                      AA
     2006-6    B4-II                                      A
     2006-6    B8-II                                      B
     2006-7    1-A1, 1-A2, 2-A1, 2-A2, R                  AAA
     2006-7    B5-I                                       B
     2006-7    3-A1, 3-AF, 3-A2, 3-AS, 4-A1, 4-A2, 4-AX   AAA
     2006-7    B5-II                                      B
     2006-8    1-A1, 1-A2, 1-A2X, 1-A3, 1-AX, R           AAA
     2006-8    B6-I                                       B
     2006-8    2-A1, 2-AF, 2-A2, 2-A3, 2-AS, 2-A4         AAA
     2006-8    3-A1, 3-A2, 3-A3, 3-A4, 3-A5, 3-A5X        AAA
     2006-8    3-AF, 3-AS, 3-A6                           AAA
     2006-8    4-A1, 4-A2, 4-A3, 4-A3X, 4-A4, 4-A5, 4-AX  AAA
     2006-8    B1-II                                      AA
     2006-8    B2-II                                      AA-
     2006-8    B7-II                                      B


TD BANKNORTH: Fitch Holds Individual Rating at B
------------------------------------------------
Fitch Ratings has upgraded TD Banknorth Inc. and its principal
subsidiaries' long-term and short-term ratings, including the
Issuer Default Rating to 'AA-' from 'A'.  With these upgrades, the
ratings for BNK and its subsidiaries are removed from Rating Watch
Positive and the Outlook is now Stable.

Fitch's rating actions follow the buyout of BNK minority
shareholders by majority shareholder Toronto-Dominion Bank (TD,
rated 'AA-/F1+' by Fitch).  Fitch placed BNK's ratings on Rating
Watch Positive when the proposed buyout was announced in November
2006. BNK is now a wholly-owned subsidiary of TD, one of the
largest banks in Canada, and Fitch has aligned its ratings with
those of TD.  Fitch considers integration risk in this transaction
to be minimal as BNK has become increasingly more integrated with
TD since TD purchased a controlling interest in BNK in March 2005.
TD's current ratings reflect its strong Canadian retail franchise,
good revenue diversification, solid asset quality, satisfactory
funding profile, adequate capitalization and strong risk
management practices.  Revenue diversification has been enhanced
by BNK and a minority ownership position in discount broker TD
Ameritrade.

Fitch has upgraded these ratings for TD Banknorth Inc. and related
entities:

TD Banknorth Inc.

    -- Long-term Issuer Default Rating to 'AA-' from 'A';
    -- Senior debt to 'AA-' from 'A';
    -- Short-term to 'F1+' from 'F1'.

TD Banknorth, NA

    -- Long-term deposits to 'AA' from 'A+';
    -- Long-term Issuer Default Rating to 'AA-' from 'A';
    -- Senior debt to 'AA-' from 'A';
    -- Short-term Issuer to 'F1+' from 'F1';
    -- Short-term deposits to 'F1+' from 'F1'.

Banknorth Capital Trust I and II
HUBCO Capital Trust I and II

Peoples Heritage Capital Trust I

    -- Preferred stock to 'A+' from 'A-'.

Hudson United Bank

    -- Long-term deposits to 'AA' from 'A+';
    -- Subordinated debt to 'A+' from 'A-'.

First Massachusetts Bank, NA

    -- Subordinated debt to 'A+' from 'A-'.

Fitch affirms these ratings for TD Banknorth Inc. and related
entities:

TD Banknorth Inc.

    -- Individual at 'B';
    -- Support at '1'.

TD Banknorth, NA

    -- Individual at 'B';
    -- Support at '1'.


TERRA ENERGY: Rosen Seymour Raises Going Concern Doubt
------------------------------------------------------
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Terra Energy & Resource Technologies
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and net capital deficiency.

Terra Energy & Resource Technologies Inc. reported a net loss of
$10,914,179 on revenues of $2,800,000 for the year ended
Dec. 31, 2006, compared with a net loss of $2,306,290 on revenues
of $732,150 for the year ended Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2006, showed $2,377,268 in
total assets and $2,566,491 in total liabilities, resulting in a
$189,223 total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $1,102,869 in total current assets available to pay
$2,566,491 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d98

Headquartered in New York, Terra Energy & Resource Technologies
Inc. (OTC BB TEGR.OB) -- http://www.terrainsight.com/-- through  
its wholly owned subsidiary, Terra Insight Corporation, provides
mapping and analysis services for exploration companies related to
natural resources to be found beneath the surface of the earth
utilizing unique technologies and scientific analysis techniques.


TRANSDERM LABS: Demetrius & Company Raises Going Concern Doubt
--------------------------------------------------------------
Demetrius & Company LLC, in Wayne, N.J., expressed substantial
doubt about Transderm Laboratories Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's having defaulted on payments to its
bondholders and licensors, and working capital deficiencies.

Transderm Laboratories Corporation reported a net loss of
$2,222,200 on net sales of $5,940,000 for the year ended
Dec. 31, 2006, compared with a net loss of $1,887,000 on net sales
of $7,586,000 for the year ended Dec. 31, 2005.

During the year ended Dec. 31, 2006, net sales decreased 22%.  The   
decrease in net sales during 2006 is primarily due to a decline in
orders from one of the company's largest customers.  The decrease
in net sales reduced gross profit from $1,139,000 to $583,000.

At Dec. 31, 2006, the company's balance sheet showed $5,716,000 in
total assets and $41,320,000 in total liabilities, resulting in a
$35,604,000 total stockholders' deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $3,987,000 in total current assets available to pay
$29,938,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1da6

                   Default on Royalty Payments

At Dec. 31, 2006, the company had total liabilities of
$41.3 million, which included approximately $7.3 million due under
the terms of a license acquired from Key Pharmaceuticals Inc. to
utilize certain technology in its current generation transdermal
patch, which represents royalty payments owed over the last seven
years and $30.5 million owed to Health Chem, including
$14.1 million related to redeemable preferred stock under which
Transderm is currently in default, $7.2 million related to a
subordinated promissory note under which Transderm is currently in
default, and $9.2 million related to a long-term payable.

                  About Transderm Laboratories

Transderm Laboratories Corporation manufactures controlled release
products to deliver drugs topically or transdermally.  The company
conducts the majority of its business through its 98.5%-owned
subsidiary, Hercon Laboratories Corporation.  Health-Chem owns 90%
of the company's outstanding common stock.


TRIBUNE COMPANY: Posts $15.6 Million Net Loss in Qtr Ended April 1
------------------------------------------------------------------
Tribune Company reported a net loss of $15.6 million on operating
revenues of $1.2 billion for the first quarter ended April 1,
2007, compared with net income of $102.8 million on operating
revenues of $1.3 billion for the first quarter ended March 26,
2006.

First quarter 2007 results from continuing operations included the
a pretax non-operating loss of $76 million, of which $70 million
related to marking-to-market the derivative component of the
company's PHONES and the related Time Warner investment.

First quarter 2006 results from continuing operations included a
pretax non-operating loss of $14 million primarily from marking-
to-market the derivative component of the company's PHONES and the
related Time Warner investment.

"The print advertising environment was challenging in the first
quarter due to softness in classified categories," said Dennis
FitzSimons, Tribune chairman, president and chief executive
officer.  "Our interactive division continues to generate
significant growth and our newspapers continue to innovate - the
Los Angeles Times launched new travel and fashion sections and
RedEye will add a weekend edition in May.  In broadcasting,
revenue improvements in primetime helped offset weaker market
conditions due in part to the absence of political spending versus
last year."

Consolidated cash operating expenses were down 2 percent, or
$22 million.  In the first quarter of 2006, cash operating
expenses included a charge of $19 million associated with the new
union contracts at Newsday.  Operating cash flow was down 12
percent to $238 million from $271 million, while operating profit
declined 16 percent to $181 million from $217 million.

                            Publishing

Publishing's first quarter operating revenues were $931 million,
down 5 percent, or $54 million.  Publishing cash operating
expenses decreased $26 million, or 3 percent, to $748 million, in
part due to the previously discussed $19 million charge related to
the Newsday union contracts in 2006.  Publishing operating cash
flow was $184 million, a 13 percent decline from $212 million in
2006.  Publishing operating profit decreased 18 percent to
$140 million, from $170 million in 2006.

Cash operating expenses decreased due in part to $19 million
charge, partially offset by a $2 million gain on real property
sales in 2006.  All other cash expenses were down $9 million as
decreases in newsprint, compensation and promotion expenses were
partially offset by increases in mailed preprint advertising
postage and outside services expense.

                  Broadcasting and Entertainment

Broadcasting and entertainment's first quarter operating revenues
decreased slightly to $283 million, from $284 million in 2006.
Group cash operating expenses increased 2 percent, or $4 million,
to $209 million.  Operating cash flow was $74 million, down 7
percent from $80 million, and operating profit decreased 9 percent
to $61 million from $67 million in 2006.

Television's cash operating expenses were up 2 percent, or
$4 million, primarily due to higher compensation expense,
partially offset by a decrease in broadcast rights.

                          Equity Results

Net equity income was $13 million in the first quarter of 2007,
compared with $7 million in the first quarter of 2006.  The
increase reflects improvements at TV Food Network and
CareerBuilder.

                   Additional Financial Details

Corporate expenses for the 2007 first quarter were $20 million,
down 4% from the first quarter of 2006.

Interest expense for the 2007 first quarter increased to
$83 million, up 71 percent from $49 million in the first quarter
of 2006.  The increase in interest expense was due to higher debt
levels and interest rates.  Debt, excluding the PHONES, was
$4.3 billion at the end of the 2007 first quarter and $2.8 billion
at the end of the 2006 first quarter.  The increase was primarily
due to financing the stock repurchases in 2006.

Capital expenditures were $21 million in the first quarter of
2007.

                     Discontinued Operations

On Feb. 12, 2007, the company announced an agreement to sell the
New York edition of Hoy, the company's Spanish-language daily
newspaper.  On March 6, 2007, the company announced an agreement
to sell its Southern Connecticut Newspapers - The Advocate
(Stamford) and Greenwich Time for $73 million.  The sales of these
business units are expected to close in the second quarter of
2007.  The assets and liabilities of these business units are now
classified as held for sale and their results of operations are
reported as discontinued operations.  In the first quarter of
2007, the company recorded an after-tax loss of $33 million to
write down the SCNI net assets to estimated fair value, less costs
to sell.  The company expects to record a pretax gain on the sale
of the New York edition of Hoy when the sale closes.

In June 2006, the company announced the sales of its Atlanta and
Albany television stations.  The sale of the Atlanta station
closed in August 2006.  In September 2006, the company announced
an agreement to sell its Boston station.  The sales of the Albany
and Boston stations closed in December 2006.  The results of
operations for these stations in 2006 are reported as discontinued
operations.

                      About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is one of the country's top media  
companies, operating businesses in publishing, interactive and
broadcasting.  It reaches more than 80 percent of U.S. households
and is the only media organization with newspapers, television
stations and websites in the nation's top three markets.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun
(Baltimore), South Florida Sun-Sentinel, Orlando Sentinel  and
Hartford Courant.  The company's broadcasting group operates 23
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.  

                          *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'BB-' from 'BB+'.  The ratings remain on CreditWatch, where
they were placed with negative implications on Oct. 3, 2006.


VERINT SYSTEMS: S&P Rates Proposed $675 Million Facility at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Melville, New York-based Verint Systems Inc., a
provider of analytic software-based solutions for security and
business intelligence.  The outlook is developing, meaning the
ratings could be revised upward or downward because the company is
not current on its SEC filings as a result of an investigation at
Comverse Technology Inc., its majority shareholder, for backdating
stock-option grants and certain accounting matters and related
internal investigation at Verint.  
                   
"At the same time, we assigned our 'B' bank loan rating, and '3'
recovery rating to the company's proposed $675 million first-lien
credit facility, indicating that lenders can expect meaningful
(50%-80%) recovery of principal in the event of payment default,"
said Standard & Poor's credit analyst David Tsui.  The facility
consists of a $25 million revolver and a $650 million term loan B.  
All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Proceeds from the
$650 million first lien term loan and proceeds from issuance of
convertible perpetual preferred stock to Comverse, along with
$175 million cash on hand, will be used to fund the purchase of
Witness Systems Inc., a provider of workforce optimization
software and services and transaction-related expenses.
                  
The ratings on Verint reflect the company's acquisitive growth
strategy, integration risk related to the Witness acquisition,
high leverage and non-compliance with SEC filing regulations.   
These factors are partly offset by favorable market growth,
predictable and growing revenue base stemming from high renewal
rates, and more balanced product and service offerings following
the transaction.
                  
Verint operates in a fragmented and competitive security and
business intelligence industry, with vendors ranging from large
diversified companies to small private point solution vendors.  
The company's rapid growth over the years has been the result of
organic growth and acquisitions, having completed 8 acquisitions
since 2002.  The acquisition of Witness is expected to provide
Verint with the necessary scale efficiencies to improve its
margins as well as its market position, with approximately 36% pro
forma market share in the workforce optimization software and
services segment.


VITALTRUST BUSINESS: Rotenberg Meril Raises Going Concern Doubt
---------------------------------------------------------------
Rotenberg Meril Solomon Bertiger & Guttilla PC, in Saddle Brook,
N.J., expressed substantial doubt about VitalTrust Business
Development Corporation's ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses, negative cash flows from operations,
and the uncertainty related to outstanding litigation.

VitalTrust Business Development Corporation reported a net loss of
$4,277,558 on revenues of $40,000 for the year ended Dec. 31,
2006, compared with a net loss of $3,790,058 on zero revenues for
the year ended Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2006, showed $1,187,686 in
total assets, $762,527 in total liabilities, and $425,159 in total
stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $19,876 in total current assets available to pay
$762,527 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1d9d

                         Roder Litigation

On March 22, 2005, the company filed a civil suit in Orange County
Circuit Court, Orlando, Fla. against its former chief executive
officer, Walter H. Roder II.  Counterclaims were filed by Mr.
Roder and related entities alleging non-payment of purported
obligations.  On March 5-6, 2007, the Orange County Circuit Court
entered a separate final judgment against the company in the
aggregate amount of $1,307,685.  The company appealed to the Fifth
District Court of Appeal in Daytona Beach, Fla. on March 7, 2007,
and the appellate court entered a March 22, 2007, Order of
Referral to Mediation.   

                    About VitalTrust Business

VitalTrust Business Development Corporation (OTC BB: VTBD), a
registered Business Development Company under the Investment
Company Act of 1940, provides management and finance primarily to
private companies that desire to become publicly traded during the
course of their business cycle.  The company invests and manages
enterprises in the healthcare, energy, internet and services
sectors.     


WELD WHEEL: Plan Confirmation Hearing Scheduled on May 8
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri set
a hearing at 2:00 p.m., on May 8, 2007, to consider final approval
of Weld Wheel Industries Inc. and its debtor-affiliates' Amended
Disclosure Statement and confirmation of the Debtors' Joint Plan
of Liquidation.

Objections, if any, must be filed by April 30, 2007.  Ballots are
due on April 30, 2007.

                       Plan Implementation

The Debtors say that on the effective date of the Plan, the
Estates will be substantively consolidated and all claims by one
estate against another will be extinguished.  The Debtors will be
dissolved as soon as practicable after the Effective Date.

All of Debtors' property will be vested exclusively with the Plan
Trust, to be administered by the Plan Trustee.  The Plan Trustee
will be authorized to sell or otherwise dispose of all remaining
property of the Estates, bring actions to avoid prepetition
transactions, recover property under Chapter 5 of the Bankruptcy
Code, to object to Claims and to exercise all the rights, powers
and duties of a Chapter 11 Trustee.  The Plan Trustee will make
the distributions anticipated by the Plan and the Plan Trust
Agreement.

                       Treatment of Claims

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

PNC Bank's Secured Claim will be paid from excess escrow amount.  
Remaining Equipment Lender Claims will be paid from escrowed sale
proceeds.

General Unsecured Creditors, in full satisfaction of their claims,
will receive a pro rata share of the cash available after payment
in full of or reserve for Administrative Expense Claims, Priority
Tax Claims, Other Priority Claims, and all Plan Trust expenses.  
General Unsecured Creditors will also receive a pro rata share of
1/2 of the excess escrow amount up to $2 million and all of the
remaining excess escrow amount in excess.

Holders of Intercompany Claims and Equity Interests will not
receive any distributions under the Plan.

A full-text copy of the Debtors' Amended Disclosure Statement
explaining their Joint Liquidating Plan is available for free at:

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

                         About Weld Wheel

Kansas City, Missouri- based Weld Wheel Industries, Inc., nka XWW
Inc. -- http://www.weldracing.com/-- manufactures forged alloy
wheels to enhance the performance and appearance of racecars, off-
road trucks, luxury pickups, SUV's, premium motorcars, customs,
hot rods, and motorcycles.  Weld Wheel and its two debtor-
affiliates filed for Chapter 11 protection on Aug. 17, 2006 (Bankr
W.D. Mo. Case No. 06-42105).  Cynthia Dillard Parres, Esq., and
Laurence M. Frazen, Esq., at Bryan Cave LLP, represent the
Debtors.  Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP
and Kim Martin Lewis, Esq., at Dinsmore & Shohl LLP represent the
Official Committee of Unsecured Creditors.  Mesirow Financial
Consulting LLC gives financial advice to the Committee.  When the
Debtors sought protection from their creditors, they estimated
assets and debts at $10 million to $50 million.


WELLS FARGO: Fitch Rates $3.9 Million Class B-2 Certificates at BB
------------------------------------------------------------------
Fitch rates the Wells Fargo Home Equity Asset-Backed Securities
2007-2 Trust as:

    -- $370,510,000 classes A-1 through A-4 'AAA';
    -- $24,840,000 class M-1 'AA+';
    -- $13,697,000 class M-2 'AA';
    -- $7,893,000 class M-3 'AA-';
    -- $7,429,000 class M-4 'A+';
    -- $7,197,000 class M-5 'A';
    -- $4,875,000 class M-6 'A-';
    -- $4,179,000 class M-7 'BBB+';
    -- $4,179,000 class M-8 'BBB';
    -- $3,482,000 class M-9 'BBB-';
    -- $3,482,000 class B-1 'BB+';
    -- $3,947,000 class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 20.20%
total credit enhancement provided by the 5.35% class M-1, 2.95%
class M-2, 1.70% class M-3, 1.60% class M-4, 1.55% class M-5,
1.05% class M-6, 0.90% class M-7, 0.90% class M-8, 0.75% class M-
9, 0.75% class B-1, 0.85% class B-2, and 1.85% initial
overcollateralization.  All certificates have the benefit of
monthly excess cashflow to absorb losses.  In addition, the
ratings reflect the quality of the loans and the integrity of the
transaction's legal structure as well as the capabilities of Wells
Fargo Bank, N.A., as servicer (rated 'RPS1' by Fitch).  HSBC Bank
USA, National Association is the trustee.

The certificates are supported by 2,998 subprime, fixed and
adjustable interest rate, monthly pay, one- to four-family,
residential first and second lien mortgage loans as collateral.  
The mortgage balance for the total pool as of the cut-off date
(April 1, 2006) was $464,299,545.  The weighted average loan rate
is approximately 8.791%.  The weighted average remaining term to
maturity is 355 months.  The average unpaid principal balance of
the loans is approximately $154,870.  The weighted average
original loan-to-value ratio is 82.39%.  Approximately 3.61% of
the loans are covered by a lender paid mortgage insurance policy.  
The properties are primarily located in California (12.21%),
Florida (9.49%), and Illinois (5.12%).  All other states represent
less than 5% of the outstanding balance of the pool.

All of the mortgage loans were purchased by Wells Fargo Asset
Securities Corporation, acting as the depositor, from Wells Fargo
Bank, N.A.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


WESTERLY HOSPITAL: Poor Performance Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded Westerly Hospital's long-
term rating to Ba3 from Ba2 on approximately $11.2 million of
outstanding Series 1994 Bonds.  The outlook remains negative at
the lower rating level.  The rating downgrade and negative outlook
reflect the continued poor operating performance and recent
decline in liquidity in fiscal year 2006.

LEGAL SECURITY: The Series 1994 Bonds are secured by a lien on the
hospital's gross receipts. There is no mortgage lien. Debt service
reserve fund maintained.

Interest Rate Derivatives: None

Strengths

    * Leading market share with over 70% market share in a
      favorable service area

    * Renegotiated payor contracts and reclassification to a more
      favorable Medicare wage index that should translate into
      $3.6 million of incremental revenues in FY 2007

    * Community support as demonstrated by $1.5 million in
      fundraising in FY 2006 with expectations that fundraising
      should continue

Challenges

    * Significant operating deficits and the inability to meet
      budgets that have consistently resulted in operating cash
      flow margins of 2.0% or less in each of the past three
      fiscal years

    * Underfunded pension liability that continues to pressure
      Westerly's operating results and cash position

    * Bank lines of $9.5 million that are required to be
      collateralized by a minimum of $10.4 million from
      unrestricted investments. The $10.4 million represents 55%
      of Westerly's total unrestricted cash

Recent Developments/Results

FY 2006 marked the fourth consecutive year of sizable operating
deficits for Westerly Hospital.  Management budgeted a $2.5
million operating deficit FY 2006 but results were unfavorable
with an operating deficit of $4.9 million, in line with weak
performance in the three preceding fiscal years.  As a result,
operating cash flow from operations was weak: $782 thousand (1.1%
operating cash flow margin) when compared to national medians.
Management attributed the poor performance in FY 2006 to a light
flu season and expense growth due to increased overtime pay and
bad debt.  To address the expense issues, management indicated
that open FTE positions are currently being filled with permanent
staff to reduce overtime usage.  To reduce bad debt expense,
management has changed pre-collection companies to improve their
ability to collect late bills.

Of equal concern is Westerly's liquidity position.  Unlike FY
2005, where unrestricted cash balances were maintained despite the
poor operating performance, Westerly's unrestricted cash balance
declined $4.3 million to $18.7 million (94.5 days cash on hand) in
FY 2006 from a healthier $23 million (125.1 days).  The decline in
the cash balance was attributed to: 1) poor operating performance,
2) $4.7 million contribution towards the defined benefit plan,
which will not be offered to employees hired after January 30,
2007, and 3) an increase in accounts receivable days (to 47 days
from 39 days).  Westerly utilizes bank borrowings for working
capital needs to help preserve the cash position.  These bank
lines are collateralized at 110% or approximately $10.4 million.  
Adjusting for the collateralized amount, unrestricted cash and
investments decreases to an unfavorable $8.6 million (44.1 days
cash on hand).  With renovations in the past few years and capital
and operating leases, management reports that it has been spending
enough on capital to at a minimum maintain the plant. Recent
capital expenditures include a new MRI and nuclear medicine
camera.  Notwithstanding, the average age of plant, 13.9 years, is
higher than national averages.

For FY 2007, Westerly is budgeting an operating deficit $2.5
million and improved cash flow of $3.2 million.

Management expects the improvement in performance due to:

    1) improved rates improve commercial payors and a
       reclassification of their Medicare wage index which in
       total is expected to increase revenue by $3.6 million, and

    2) increased revenue from radiology, maternity, pain
       management, and medication management services, which is
       expected to increase revenue by $560 thousand.

Despite the improved rate increases from commercial payors and
additional revenue from the above mentioned service lines, Moody's
believes Westerly will face another challenging year in its goal
to reach budget.  Through five months FY 2007, Westerly is
operating at a deficit of approximately $2 million dollars and has
generated $424 thousand of cash flow from operations (1.4%
operating cash flow margin).  Management reports that other Rhode
Island hospitals are experiencing financial situations similar to
Westerly and the State is beginning to recognize and make efforts
to address the issues.

Outlook

The negative outlook reflects ongoing concern that Westerly will
not produce adequate cash flow levels in FY 2007 and cash may be
further impaired.

What could change the rating--UP

A consistent trend of improving operating profits and operating
cash flow; increased inpatient and outpatient volume

What could change the rating--DOWN

Further decline in cash reserves; continued operating deficits
that are in line with results from the last three fiscal years;
increase in debt without commensurate improvement in cash flow and
liquidity

Key Indicators

Assumptions & Adjustments:

    - Based on financial statements for The Westerly Hospital and
      Subsidiary

    - First number reflects audit year ended September 30, 2005

    - Second number reflects audit year ended September 30, 2006

    - Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 4,484; 4,405

* Total operating revenues: $66.6 million; $71.6 million

* Moody's-adjusted net revenue available for debt service:
   $2.8 million; $3.1 million

* Total debt outstanding: $23.5 million; $24.1 million

* Maximum annual debt service: $2.25 million; $2.25 million

* MADS Coverage with reported investment income: 1.49 times;
   1.84 times

* Moody's-adjusted MADS Coverage with normalized investment
   income: 1.25 times; 1.39 times

* Debt-to-cash flow: 17.0 times; 15.0 times

* Days cash on hand: 125.1 days; 94.5 days

* Cash-to-debt: 97.9%; 77.5%

* Operating margin: -7.1%; -6.9%

* Operating cash flow margin: 1.3%; 1.1%

Rated Debt (debt outstanding as of 9/30/2006)

    - Series 1994 rated Ba3


WESTON NURSERIES: Files Joint Amended Plan & Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
scheduled a hearing on May 2, 2007, 9:00 p.m., at A.M. Worcester
Courtroom 3, to consider the adequacy of Weston Nurseries Inc. and
Mezitt Agricultural Corporation's Amended Joint Disclosure
Statement explaining their Amended Joint Chapter 11 Plan of
Reorganization.

                      Overview of the Plan

The Plan will be funded primarily with a portion of the sale
proceeds of all issued and outstanding shares of Mezitt's stock,
along with the sale of certain property owned by Weston, Mezitt
and certain of the Mezitt Family Members.

The Plan provides for the reorganization of Weston as a going
concern, and for the payment of all valid claims through the use
of:

     i. a portion of the Weston sale proceeds;

    ii. to the extent necessary, a portion of the funds that
        Weston will borrow on a secured basis from Boulder
        Business Alliance Capital Company and other lender;

   iii. the revenue generated by the operation of Weston's
        business after the Plan is confirmed; and

    iv. only to the extent necessary, the proceeds of recoveries
        realized from the prosecution of any causes of action.

The Plan contemplates that on the closing of the sale of Mezitt
Stock, or alternatively its real property, the sale proceeds will
be paid to satisfy all valid claims against Mezitt.  

On Feb. 21, 2007, the Court entered a sale order to sell
approximately 742 acres of real property to Boulder, under
the purchase and sale agreement.

                       Treatment of Claims

Under the Joint Plan, First Pioneer Farm Credit, ACA's allowed
secured claim, holding debts secured by mortgage liens of the
Debtors' real property, will be satisfied in full from the sale
proceeds.

Business Alliance holding allowed secured claim will also be paid
in full.

Weston's allowed claims of its administrative and priority
creditors will receive full payment.

MezAg's allowed claims of its administrative and priority and
general unsecured creditors will receive full payment.

General unsecured claims of insiders against Mezitt and Weston
will be paid according to the terms of a settlement agreement.

As of Weston's chapter 11 filing, Roger N. Mezitt and his wife,
and R. Wayne Mezitt and his wife, each own 13% of the issued
Weston stock.  Pursuant to the Plan, Roger's outstanding shares
of Weston stock will be transferred to Wayne, and the EVM Trust,
which owns the remaining 74% of that stock.  Roger's shares will
be transferred to Wayne in connection with the settlement
agreement.

Mezitt's Equity Interest will retain their interests.  All of its
non-real estate assets will be distributed to Wayne and Roger in
accordance with the terms of the Settlement Agreement.

                      About Weston Nurseries

Headquartered in Hopkinton, Massachusetts, Weston Nurseries,
Inc., -- http://www.westonnurseries.com/-- is central New  
England's premier resource in designing, creating, and enjoying
outdoor living areas.  Weston Nurseries grows and sells plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor in its restructuring efforts.  Michael J. Fencer, Esq.,
and Steven C. Reingold, Esq., at Jager Smith, PC, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WILLIAMS SCOTSMAN: Strong Performance Cues Moody's to Lift Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Williams Scotsman, Inc. to B1 from B2, the rating on the senior
secured credit facility to B1 from B2, and the senior unsecured
rating to B2 from B3.  This rating action results from the
company's strong operating performance and resulting leverage
improvement, and it concludes Moody's ratings review which began
on November 30, 2006.  The outlook for the ratings is stable.

Moody's said Williams Scotsman's improved profitability since the
IPO in September 2005 was a key driver for the CFR upgrade.  The
company has seen a substantial increase in its North American
average monthly rental rate ($289 in 2006 versus $263 in 2005)
reflecting strong demand for its core products while maintaining
stable utilization.

Moody's upgrade also recognizes the company's commitment to a more
conservative leverage profile since the IPO.  While Williams
Scotsman has made recent acquisitions utilizing its revolving
credit facility, overall debt usage has been disciplined as
evidenced by a secondary equity offering in 2006 which was used,
in-part to reduce outstandings on the facility.

In addition, the B1 CFR is supported by the improvement in the
company's fleet diversification and industry exposure.  For
example, the company's increased focus on classrooms provides an
asset class that is characterized by longer lease durations due to
their more permanent lease status at schools.  These leases are
more countercyclical and provide support in the event the more
volatile construction fleet experiences a slowdown.  The company
is also increasing its investment in providing modular space to
the health care sector, which if successful, will further provide
diversification from the non-residential construction sector.

Moody's recognizes the company is benefiting from a currently
strong economy and positive broader secular issues (e.g. Canadian
oil exploration).  However, the company's extended lease durations
build visibility into future earnings.  This is due to the
improved turn rate the company receives by repricing old leases
coming off lower average rates at the new higher average lease
rates.  While a protracted economic downturn could negate this to
some extent as lease rates fall and utilization decreases, this
does provide an additional buffer in the event of a temporary
economic decline that leads to lower demand and pricing.  In
addition, the company's ability to decrease expansionary capital
expenditures during an industry downturn is also positive for the
rating.

As a part of the review, Moody's analyzed the company's leasing
versus sales mix of total revenue.  While the company continues to
focus on its core business of leasing (as evidenced by the 18%
year over year growth in leasing revenue), unit sales remain a
significant portion of overall revenue.  Whereas unit sales have
increased company profitability in the current environment, this
has the potential to be problematic in an economic downturn, as
unit sales tend to be more opportunistic in nature.  Moody's will
continue to monitor the sales/leasing revenue mix, particularly if
leasing revenue exhibits a decline as a percentage of total
revenue.

Moody's also examined the company's business strategy,
particularly as it relates to expansion.  Williams Scotsman has
recently increased its investment in Spain, by purchasing the
remaining outside interest in Wiron Constructionnes Modulares,
S.A. In addition, the company has increased its investment in
Mexico.  It will be key for the company to be prudent with
leverage regarding its acquisition strategy while it grows both
domestically and internationally.  It will also be critical for
the company to maintain appropriate controls, which can become
more difficult with international expansion.

Williams Scotsman's ratings are constrained by the heavy
competition in the modular space market, strong (albeit declining)
earnings correlation to the macro economy, and considerable
leverage that could increase as the company takes on more debt for
growth.

What Could Change the Rating - UP

While the rating is well-positioned, the rating could go up if the
company achieves and sustains its targets of lower leverage and
improved interest coverage.  Continued improvements in earnings
driven by stable utilization and the ability to sufficiently
maintain the current lease rates even during a turn in the current
economic cycle could also increase the rating.  Further
diversification into non cyclical asset classes is also positive
for the rating.

What Could Change the Rating - DOWN

Ratings could go down if there is a material change in the capital
structure resulting in increased leverage or if the company
experiences significant erosion in utilization and average lease
rates.

These ratings were upgraded:

Williams Scotsman, Inc.

    - Corporate Family to B1 from B2
    - Senior Secured Credit Facility to B1 from B2
    - Senior Unsecured Notes to B2 from B3

Williams Scotsman International, Inc. is headquartered in
Baltimore, Maryland, and is a provider of modular space solutions
in North America and Spain.


WOODWIND & BRASSWIND: Wants Excl. Plan Filing Date Moved to June 1
------------------------------------------------------------------
Dennis Bamber Inc. dba The Woodwind and the Brasswind asks the
U.S. Bankruptcy Court for the Northern District of Indiana to
further extend its exclusive periods to:

     a. file a Chapter 11 plan of reorganization through and
        including June 1, 2007; and
  
     b. solicit acceptances of that plan until Sept. 1, 2007.

The Debtor's exclusive period to file a plan expired on March 24,
2007.

Howard L. Adelman, Esq., at Adelman & Gettleman Ltd., said
the Debtor has not yet had a fair opportunity to formulate a plan,
and requires an extension of the exclusivity period which it may
continue the process of resolving the putative security and
reclamation interests.

The Debtor, Mr. Adelman said, has the ability to facilitate the
resolution of those interests, which will ultimately lead to the
distribution of funds to the Debtor's creditors.

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments  
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent
the Debtor in its restructuring efforts.  Carl A. Greci, Esq.,
and James M. Carr, Esq., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, they estimated assets and debts between $1 million
and $100 million.


WOODWIND & BRASSWIND: Wants Gardis Regas as Litigation Counsels
---------------------------------------------------------------
Dennis Bamber Inc. dba The Woodwind and the Brasswind asks the
U.S. Bankruptcy Court for the Northern District of Indiana for
permission to employ Kroger Gardis & Regas as its litigation
counsel.

The firm will prosecute and defend all claims between the Debtor
and Steinway Muscial Instruments Inc.

The disputed claims relate to Steinway's offer to purchase
substantially all of the Debtor's assets for $3.4 million.
Subsequently, Steinway filed an adversary proceeding seeking the
recovery of the deposit in connection with its offer.  

The firm's professionals billing rates are:

     Professional           Designation      Hourly Rate
     ------------           -----------      -----------  
     James A. Knauer, Esq.    Attorney           $345
     William Bock, Esq.       Attorney           $345
     Steven Runyon, Esq.      Attorney           $175
     Kurtis Marshall, Esq.    Attorney           $185
     Wendy Wools              Paralegal          $110

James A. Knauer assures the Court the firm does not hold any
interest adverse to the Debtor and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Knauer can be reached at:

     James A. Knauer, Esq.
     Kroger Gardis & Regas
     111 Monument Circle, Suite 900
     Indianapolis, IN 46204-5125
     Tel: (317) 692-9000
     Fax: (317) 264-6832
     http://www.kgrlaw.com/
  
Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments  
and accessories.  The Company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  Chad H.
Gettleman, Esq., Henry B. Merens, Howard L. Adelman, Esq., and
Nathan Q. Rugg, Esq., at Adelman, Gettleman, Ltd., represent
the Debtor in its restructuring efforts.  Carl A. Greci, Esq.,
and James M. Carr, Esq., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, they estimated assets and debts between $1 million
and $100 million.


XEROX CORP: Earns $233 Million in 2007 First Quarter
----------------------------------------------------
Xerox Corporation earned $233 million of net income on
$3.8 billion of total revenues for the three months ended
March 31, 2007, compared to a net income of $200 million on total
revenues of $3.7 billion in the same quarter of 2006.

The company's earnings include a $23 million charge to reflect its
share of a restructuring charge recorded by Fuji Xerox Co. Ltd.

Total revenue of $3.8 billion grew 4 percent in the first quarter.  
Post-sale and financing revenue -- Xerox's annuity streams that
represent more than 70 percent of total revenue -- increased
6 percent.  The growth was largely driven by a 7 percent increase
in post-sale revenue from digital systems.  Both total revenue and
post-sale revenue included a currency benefit of 3 percentage
points.

The company's March 31 balance sheet showed total assets of
$21.4 billion, total liabilities of $14.3 billion, and a
stockholders' equity of $7.1 billion at March 31, 2007, compared
to total assets of $21.7 billion, total liabilities of
$14.6 billion, and a $7 billion stockholders' equity at Dec. 31,
2006.

                    New Products Boost Sales

"Xerox's growth strategy focuses on increasing our install base of
digital technology through new products and broader distribution,
strengthening our leadership in color, and expanding our services
business.  Success in these areas builds a healthy annuity stream
that serves our company well for the long term," said Anne M.
Mulcahy, Xerox chairman and chief executive officer.  "Our results
in the first quarter show that the strategy is working.  We
delivered solid activity gains, grew color revenue, and signed big
deals for Xerox's document management services - all of which
contribute to steady annuity growth.

"Along with progress on the top line, excellent operational
performance and improved margins led to a 17 percent increase in
net income and earnings that exceeded our expectations," added
Mulcahy.

A fundamental measure of Xerox's business is increasing the number
of Xerox systems installed in customers' workplaces.  This
installation activity generates sales of supplies and services
that are expected to drive gains in post-sale revenue.  As Xerox
accelerated activity in key markets during the first quarter, the
continued impact of pricing declines put pressure on equipment
sales, which were down 2 percent including a 2-point benefit from
currency.

Since the beginning of the year, Xerox has introduced 19 new
products, half of which are color products, surpassing the 14
total product launches in 2006.  The company plans to more than
double its number of product launches this year.  More than two-
thirds of Xerox's equipment sales come from products launched in
the past two years.

Xerox is growing color revenue through the industry's broadest
portfolio of color presses, printers and multifunction devices,
and new marketing campaigns that promote quality and
affordability.  Revenue from color grew 17 percent in the first
quarter and now represents 37 percent of Xerox's total revenue, up
4 points from the first quarter of 2006.  Xerox color presses
produce the highest volume of pages in the industry and last year
more than 30 billion color pages were printed on Xerox technology.
In the first quarter, color pages contributed to a 21 percent
increase in post-sale revenue from color.

Xerox services help businesses simplify work processes, manage
office technology and in-house print shops, digitize paper files,
create digital archives and much more.  Through multiyear,
multimillion dollar contracts, the company's document management
services generated nearly $800 million in annuity revenue in the
first quarter, a 10 percent increase in post-sale revenue from
services.

Xerox's production business provides commercial printers and
document-intensive industries with high-speed digital printing and
services that enable on-demand, personalized printing.  Total
production revenue increased 5 percent in the first quarter
including a 4 point currency benefit.  Installs of production
black-and-white systems declined 7 percent with growth in light
production and continuous feed only partially offsetting declines
in higher-end production printing. Production color installs grew
4 percent reflecting strong activity for the Xerox iGen3(R)
Digital Production Press and continued demand for the DocuColor(R)
5000.

Xerox's office business provides document technology and services
for businesses of any size.  Total office revenue was up 2 percent
in the first quarter including a 2-point currency benefit.
Installs of office black-and-white systems were down 5 percent due
to activity declines for desktop devices, which were only
partially offset by 11 percent growth in the company's mid-range
line of multifunction devices.  Strong demand for Xerox's color
WorkCentre(R) families led to a 71 percent increase in install
activity for color multifunction systems.

In addition to new product and service offerings, Xerox is making
aggressive moves to expand its presence in the fast growing small
and mid-size business market.  Earlier this month, Xerox agreed to
acquire Global Imaging Systems for $1.5 billion, which, upon
closing, will give Xerox access to about 200,000 new customers and
increase its U.S. distribution to SMB customers by more than 50
percent.  Expected to close in mid-May, the acquisition of Global
Imaging builds on Xerox's announcement in February to increase its
investments in sales channels by providing more offerings to
value-added resellers and independent agents.

"We're playing offense in the marketplace and we're playing to
win," said Mulcahy.

                         About Xerox Corp.

Based in Stamford, Connecticut, Xerox Corporation (NYSE: XRX) --
http://www.xerox.com/-- develops, manufactures and markets  
document processing systems and related supplies and provides
consulting and outsourcing document management services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.

As reported in the Troubled Company Reporter on Apr. 4, 2007,
Xerox and Global Imaging Systems Inc. entered into a definitive
agreement for Xerox to acquire Global Imaging for $29 per share in
cash.  The total purchase price is expected to be about $1.5
billion.

The move prompted Standard & Poor's Ratings Services to place its
ratings on Xerox Corp., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.

According to S&P credit analyst Molly Toll Reed, the CreditWatch
placement reflects S&P's expectation that Xerox has the ability to
fund the acquisition with a combination of existing cash and
short-term debt, with negligible impact on Xerox's financial
profile by the end of fiscal 2007.

Following completion of the acquisition, which is expected to
occur in the second quarter of fiscal 2007, the corporate credit
rating would be raised to 'BBB-' with a stable outlook, the rating
agency said.


YUKOS OIL: Distributes Nearly RUR2 Million to Creditors
-------------------------------------------------------
OAO Yukos Oil Co. distributed nearly RUR2 million to its second-
tier creditors on April 17, Interfax reports citing Nikolai
Lashkevich, press secretary to the company's receiver, as saying.

The distribution fully pays wage and severance claims held by
private creditors, Interfax relates.

According to the report, the company has no first-tier creditors
as these are private individuals who suffered losses during the
company's operations.  Meanwhile, Mr. Lashkevich said Yukos is yet
to start paying about RUR709 billion to unsecured creditors, but
did not specify when this would be.

In a report carried by Interfax last week, Yukos bankruptcy
receiver Eduard Rebgun said creditor distribution would start as
soon as payments are received from the first or second auctions
and before all the auctions are completed.

On April 13, RN-Razvitiye, an indirect subsidiary of OAO Rosneft
Oil, paid the 9.44% Rosneft stake it bought from Yukos at a
March 27 auction.  The company offered RUR197.8 billion for the
stake, which is sold together with 12 promissory notes worth
RUR3.56 billion in Yuganskneftegaz, Yukos' former main production
unit, in one lot.  

On April 4, EniNeftegaz, a joint venture of Italian energy firms
Eni S.p.A. (60%) and Enel S.p.A. (40%), won the bid to acquire
Yukos's 20% stake in OAO Gazprom Neft for RUR151.5 billion.  The
second lot, which carried a starting price of RUR144.78 billion,
also included:

   -- a 100% stake in OAO Arcticgaz;

   -- a 100% stake in ZAO Urengoil; and

   -- 19 other Yukos assets.

EniNeftegaz paid the assets in full immediately after the auction.
Mr. Rebgun has estimated the firm's assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of not
more than 30 percent.  As of Jan. 31, claims against Yukos filed
by 68 creditors reached RUR709 billion ($26.8 billion).

As of Jan. 31, the company's largest creditors include:

                                     Claim Amount

   Creditor                   (RUR)               ($)
   --------               -------------      ------------
   Federal Tax Service    429.3 billion      16.3 billion
   Rosneft                264.6 billion        10 billion
   Tomskneft               12.2 billion       465 million
   Samaraneftegaz           1.9 billion        70 million
   Siberian Service Co.   228.4 million       8.7 million

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an   
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for $27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Report Links Mysterious Buyer to Deutsche Bank
---------------------------------------------------------
Monte-Valle, which snatched up OAO Yukos Oil Co.'s stakes in
various energy companies at an April 17 auction, is connected to
Deutsche Bank, Deutsche Presse-Agenture reports citing Interfax as
its source.

An unnamed source told Interfax that the money advanced by Monte-
Valle was moved from a Deutsche Bank account by UFGIS Trading
Limited, a subsidiary of Deutsche Bank's 100-percent-owned Russian
office, Deutsche UFG, DPA relates.

DPA says Interfax noted analysts that the bank could offer the
assets to Russian or other companies, including Russia's Unified
Energy Systems or Germany's E.ON.

As reported in the Troubled Company Reporter-Europe on April 19,
Monte-Valle offered RUR3.5 billion or $138 million for the energy
assets, which included Yukos' stakes in:

    -- ZAO Energy Service Co. (100%),

    -- ESKOM- EnergoTrade (100%),

    -- Belgorodenergo (25.73%),

    -- Tambovenergo (25.15%),

    -- Tambov Energy Sales Company (25.15%),

    -- Tambov Trunk Grid Company (25.15%),

    -- Belgorod Trunk Grid Company (25%),

    -- Belgorod Sales Company (25%),

    -- Corporate Service Systems (25%), and

    -- Territorial Generation Company No. 4 (3.18%).

The assets, which were grouped in one lot, were sold in the
fourth round of Yukos auctions after a third one was called off
due to a lack of bids.

Other bidders who joined in the auction were Financial Agency,
Versar and Rosneft-linked Neft-Aktiv.  The lot carried a
RUR2.6 billion starting price, with a RUR26.3 million minimal bid
increment.

The Prime-Tass news agency previously reported that Monte-Valle
was registered in Moscow and opened in August 2003 by U.S. citizen
Steven Patrick Lynch.

Rosneft Oil and Gazprom are seen as the most likely bidders for
the bulk of the nearly 200 Yukos assets up for liquidation,
which Mr. Rebgun aims to sell by August 2007.

Mr. Rebgun has estimated the firm's assets between
$25.6 billion and $26.8 billion, minus a possible liquidation
discount of not more than 30 percent.  As of Jan. 31, claims
against Yukos filed by 68 creditors reached RUR709 billion
($26.8 billion).

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.


On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

                             *********

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,
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 ***