TCR_Public/070425.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 25, 2007, Vol. 11, No. 97

                             Headlines

ADESA INC: Reports Completed Investors' Purchase for $3.7 Million
ADVANCED MICRO: Prices $2 Billion of 6% Senior Notes Offering
ADVANCED MICRO: Weak First Quarter Cues Moody's Negative Outlook
ADVANCED MICRO: Lower Profits Prompt S&P to Cut Credit Rating to B
ADVANCED MICRO: Fitch Holds B Rating & Revises Outlook to Negative

ALLIED HOLDINGS: Court Stretches Lease Decision Period to May 31
ALLIED HOLDINGS: Court Extends Removal Period to May 31
AMC ENTERTAINMENT: Loss Ups $2 Mil. in Restated 2006 Annual Report
AMCON DISTRIBUTING: Mar. 31 Balance Sheet Upside-Down by $1.1 Mil.
AMEREN CORP: S&P Cuts Units' Corp. Credit Ratings from BBB- to BB

AMERICAN CASINO: Moody's Revises Outlook to Developing from Stable
AMERICAN CASINO: $1.3BB Whitehall Deal Cues S&P's Negative Watch
AMERICAN TOWER: S&P Puts BB+ Rating on S. 2007-1 Class F Certs.
AMERIQUEST MORTGAGE: Poor Performance Cues S&P's Neg. Credit Watch
AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor

APEX TECHNOLOGY: Involuntary Chapter 11 Case Summary
ARTISTDIRECT INC: March 31 Balance Sheet Upside-Down by $18.1 Mil.
ASARCO LLC: El Paso Residents Oppose Reopening of Asarco Smelter
ASSOCIATED BRANDS: Subsidiaries Default Under Bank Credit Pacts
AUBURN MEMORIAL: Files for Bankruptcy in New York

AUBURN MEMORIAL: Voluntary Chapter 11 Case Summary
AUCTENTIA SLU: Chapter 15 Petition Summary
BAYONNE MEDICAL: Files for Bankruptcy Protection in New Jersey
BAYONNE MEDICAL: Organizational Meeting Scheduled for May 2
BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates

BERRY PLASTICS: Merger Deal Prompts S&P to Hold Junk Credit Rating
BISYS GROUP: Earns $14.3 Million in Quarter Ending December 31
BON-TON STORES: Earns $88.4 Million in 4th Quarter Ended Feb. 3
BUCYRUS INT'L: Moody's Rates $825 Million Secured Term Loan at Ba3
CADMUS COMMS: Moody's Withdraws Ba3 Corporate Family Rating

CENVEO CORP: Moody's Affirms B1 Corporate Family Rating
CET SERVICES: Recurring Losses Prompt AMEX to Delist Common Stock
CHARMING SHOPPES: S&P Rates Proposed $250 Mil. Senior Bonds at BB-
COMPLETE RETREATS: Court Extends Plan-Filing Period to May 31
COMPLETE RETREATS: Wants Removal of Action Period Moved to July 19

CONSECO INC: Edward Bonach to Succeed Eugene Bullis as CFO
CRAFT NO. 1: Moody's Junks Rating on Class C and D Notes
CREDIT SUISSE: Fitch Junks Rating on Four Class Certificates
CRUM & FORSTER: S&P Assigns BB Rating on $300 Mil. Senior Notes
CVS CORP: Balks at Backdating Charges Against 2 Caremark Directors

DAIMLERCHRYSLER AG: Unions Remain Opposed to Chrysler Sale
DELUXE ENTERTAINMENT: S&P Rates Proposed $845MM Facilities at 'B'
DOUBLECLICK INC: Moody's Withdraws Ratings on Google's Offer
ENERGY PARTNERS: Closes Private Placement of $450MM Senior Notes
EPIX PHARMACEUTICALS: Dec. 31 Balance Sheet Upside-Down by $32MM

EXTENDICARE REAL: Moody's Puts Corporate Family Rating at B1
FINANCE AMERICA: Fitch Cuts Rating on Class M-9 Certs. to BB-
FREMONT HOME: DBRS Cuts Rating on S. 2006-B Cl. SL-B1 Certs. to B
GE COMMERCIAL: Moody's Holds Low-B Ratings on Nine Certificates
GLOBAL CREDIT: S&P Cuts Rating on Global Preferred Shares to BB

GOODYEAR TIRE: Closes Amendment & Restatement on Credit Facilities
GS MORTGAGE: Fitch Holds Low-B Ratings on Six Loan Classes
HANCOCK FABRICS: Court Gives Final Nod on $105 Mil. DIP Financing
HANCOCK FABRICS: Panel Wants Cooley Godward as Lead Counsel
HAYES LEMMERZ: Distributes Subscription Rights in $180MM Offering

HEARTLAND INC: Meyler & Company Raises Going Concern Doubt
HERCULES INC: High Court Sustains $119 Mil. Cleanup Costs Judgment
INTEGRAL NUCLEAR: Organizational Meeting Scheduled for Friday
INTEGRATED SURGICAL: Most & Company Raises Going Concern Doubt
INTERPOOL INC: Buyout Deal Cues S&P to Hold Negative CreditWatch

IPCS INC: Incurs $46 Million Net Loss in Year Ended December 31
J.P. MORGAN: Fitch Lifts Rating on $7.8MM Class K Certs. to BB+
J.P. MORGAN: Moody's Holds Low-B Ratings on Eight Certificates
JO-ANN STORES: Posts $1.9 Million Net Loss in Year Ended Feb. 3
LENAPE HEIGHTS: Case Summary & 19 Largest Unsecured Creditors

LENOX GROUP: Completes Refinancing of $275 Mil. Revolving Credit
MACDERMID INC: Highly Leveraged Buyout Cues S&P to Lower Ratings
MARCAL PAPER: Court Extends Exclusive Plan Filing Date to July 28
MARCAL PAPER: Has Until June 28 to Make Lease-Related Decisions
MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates

MESA GLOBAL: S&P Cuts Rating on S. 2001-5 Class M-2 Certs. to D
MESA TRUST: Moody's Cuts Rating on Class B Certificates to Caa3
MESABA AVIATION: Emerges from Bankruptcy as Northwest Subsidiary
MIRANT CORP: Court OKs Bowline to Assume $200MM Insurance Policy
MIRANT CORP: Selling Caribbean Business to Marubeni for $1.082BB

MOBILE MINI: S&P Rates $125 Million Senior Unsecured Notes at BB-
NEW CENTURY: Board of Directors Adopts Key Employee Incentive Plan
NEW CENTURY: Court OKs Bidding Protocol for Sale of 2,000 Loans
NORTHWEST AIRLINES: Completes Acquisition of Mesaba Airlines
NVF COMPANY: Disclosure Statement Hearing Scheduled Tomorrow

OMNOVA SOLUTIONS: Commences $165MM Sr. Notes Cash Tender Offering
ORECK CORP: S&P Rates Proposed $150 Mil. Term Loan Facility at B-
OREGON IMAGING: Case Summary & Three Largest Unsecured Creditors
PARADISE MUSIC: Tinter Scheifley Raises Going Concern Doubt
PIONEER NATURAL: Fitch Revises Outlook to Negative from Stable

PIONEER NATURAL: Planned Partnerships Cue S&P to Affirm BB+ Rating
RECKSON OPERATING: S&P Lowers Rating on Sr. Unsecured Notes to BB+
RELIANT ENERGY: Moody's Changes SGL Rating to SGL-2 from SGL-3
RESMAE MORTGAGE: Disclosure Statement Hearing Set for Friday
RESMAE MORTGAGE: Court Approves Three Loan Purchase Agreements

RIVIERA TOOL: AMEX Subjects Common Stock Delisting Effective May 1
SACO I TRUST: Moody's Puts Ratings Under Review and May Downgrade
SEA CONTAINERS: Selects AP Services as Crisis Managers
SEA CONTAINERS: Wants to Implement Non-Insider Retention Plan
SHUMATE INDUSTRIES: Malone & Bailey Raises Going Concern Doubt

SIX FLAGS: Obtains New $800MM Tranche B & $300MM Credit Facilities
SIX FLAGS: Moody's Rates Proposed $1.1 Billion Facility at Ba3
STEWART HOLDINGS: Case Summary & Six Largest Unsecured Creditors
STRUCTURED ASSET: Fitch Junks Rating on Two Class Certificates
STRUCTURED ASSET: Fitch Cuts Rating on Eight Certificates to BB+

STRUCTURED ASSET: Fitch Junks Rating on 2001-BC5 Class M2 Certs.
TELEPHONE & DATA: Delayed Filing Cues S&P to Lower Ratings to BB+
TERWIN MORTGAGE: Moody's Junks Rating on 2 Securitization Classes
TERWIN MORTGAGE: Poor Credit Support Cues S&P to Cut Cert. Ratings
TRIBUNE COMPANY: Moody's Rates Proposed Senior Facilities at Ba2

TUESDAY MORNING: Amends Existing Revolving Credit Facility
US ENERGY: Faces Nasdaq Delisting Due to Late Form 10-K Filing
VENOCO INC: Moody's Junks Rating on Proposed $500 Million Loan
VENOCO INC: S&P Puts B- Rating on Proposed $500 Million Facility
VONAGE HOLDINGS: Appellate Court Okays Sign Up of New Customers

WELLS FARGO: DBRS Puts BB Rating on $7.4 Mil. Series 2007-2 Certs.
WYNN RESORTS: Posts $55 Mil. Net Loss in Fourth Qtr. Ended Dec. 31
YALE MORTGAGE: Moody's Rates Class B-2 Certificates at Ba2

* Thacher Proffitt Welcomes Back Lynn Bodkin as Bankruptcy Counsel
* Stephen D. Susman Named Commercial Litigation Lawyer of the Year
* Crowell & Moring Adds 3 Bankr. Lawyers to Fin'l Services Team

* Upcoming Meetings, Conferences and Seminars

                             *********

ADESA INC: Reports Completed Investors' Purchase for $3.7 Million
-----------------------------------------------------------------
ADESA Inc. disclosed the closing of the acquisition by a group of
private equity funds consisting of Kelso & Company, GS Capital
Partners, part of the principal investment area of Goldman Sachs,
VALUEACT Capital and Parthenon Capital.  The total transaction
value, including the contribution of IAAI, the assumption or
refinancing of approximately $700 million of debt and the payment
of related fees and expenses, is approximately $3.7 billion.  
ADESA stockholders will receive $27.85 per share in cash.   

As part of the transaction, Insurance Auto Auctions Inc. was
contributed to the surviving corporation.  Prior to the
transaction, Kelso & Company, Parthenon Capital and certain
members of its senior management owned IAAI.

"With the closing of the deal now behind us, Michael B. Goldberg,
managing director of Kelso & Company, said.  "The company looks
forward to entering the next stage of the company's partnership
with ADESA and IAAI.  Both ADESA and IAAI have built their
organizations into leading competitors in their respective spaces,
and the equity sponsors will remain committed to providing the
resources necessary to help grow the combined company."

                   About Insurance Auto Auctions

Founded in 1982, Insurance Auto Auctions Inc. --  
http://www.iaai.com/--is into automotive total loss and specialty  
salvage services in the United States, it provides insurance
companies with cost-effective, turn-key solutions to process and
sell total-loss and recovered-theft vehicles.  The company
currently has 95 sites across the United States.

                       About Kelso & Company

Founded in 1971, Kelso & Company -- http://www.kelso.com/-- is  
one of the oldest and most established firms specializing in
private equity investing, has been involved in leveraged
acquisitions both as principal and as financial advisor.  Kelso
makes equity investments on behalf of investment partnerships,
which it manages.  Since 1980, Kelso has invested in more than 90
companies.

                        About Goldman Sachs

Founded in 1869, Goldman Sachs -- http://www.gs.com/pia.com/-- is  
one of the oldest and largest investment banking firms.  Goldman
Sachs is also a global leader in private corporate equity and
mezzanine investing.  Established in 1991, the GS Capital Partners
Funds are part of the firm's Principal Investment Area in the
Merchant Banking Division.  Since 1986, Goldman Sachs' Principal
Investment Area has formed 13 investment vehicles aggregating
$56 billion of capital to date.

                     About VALUEACT Capital(R)

VALUEACT Capital(R) seeks to make strategic-block value
investments in a limited number of companies.  With offices in San
Francisco and Boston and the company has more than $4.8 billion in
investments.  The Principals have demonstrated expertise in
sourcing investments in companies they believe to be fundamentally
undervalued, and then working with management and/or the company's
board to implement strategies that generate superior returns on
invested capital.  VALUEACT CAPITAL concentrates primarily on
acquiring significant ownership stakes in publicly traded
companies, and a select number of control investments, through
both open-market purchases and negotiated transactions.

                      About Parthenon Capital

Parthenon Capital -- http://www.parthenoncapital.com/ --is a  
private equity firm with offices in Boston and San Francisco.  The
firm provides capital and strategic resources to growing middle
market companies for acquisitions, internal growth strategies and
shareholder liquidity.  The firm invests in a wide variety of
industries with particular expertise in Business Services,
Financial Services and Healthcare.

                         About ADESA Inc.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is a wholesaler of vehicle auctions  
and used vehicle dealer floor plan financing.  The company's
operations span North America with 54 ADESA used vehicle auction
sites, 42 impact salvage vehicle auction sites and 85 AFC loan
production offices.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and debt ratings on ADESA, Inc. on CreditWatch with
negative implications.  At the same time, S&P placed the 'B'
corporate credit and debt ratings on Insurance Auto Auctions, Inc.
on CreditWatch with positive implications.

The ratings actions follow the announcement that ADESA and IAAI
have entered into a definitive merger agreement to be acquired by
a group of private equity funds consisting of Kelso & Company, GS
Capital Partners, VALUEACT Capital, and Parthenon Capital in a
transaction valued at $3.7 billion.


ADVANCED MICRO: Prices $2 Billion of 6% Senior Notes Offering
-------------------------------------------------------------
Advanced Micro Devices Inc. has priced $2 billion aggregate
principal amount of 6% Convertible Senior Notes due 2015 in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended.  AMD
granted to the initial purchasers a 30-day option to purchase up
to $200 million aggregate principal amount of additional notes
to cover over-allotments.

Interest on the notes will be paid semiannually on May 1 and
November 1 at a rate of 6% per year.  Upon the occurrence of
certain events, the notes will be convertible into cash up to the
principal amount, and if applicable, shares of common stock in
respect of any conversion value above the principal amount, based
on an initial conversion rate of 35.6125 shares of common stock
per $1,000 principal amount of notes, which is equivalent to an
initial conversion price of $28.08 per share.

This initial conversion price represents a premium of 100%
relative to the last reported sale price on April 23, 2007 of
AMD's common stock of $14.04 per share.  Holders of the notes may
require AMD to repurchase the notes for cash equal to 100% of the
principal amount to be repurchased plus accrued and unpaid
interest upon the occurrence of certain designated events.

In connection with the offering, AMD entered into a capped call
transaction which is intended to reduce the potential dilution to
AMD's common stockholders upon any conversion of the notes.  The
capped call transaction will have a strike price that matches the
conversion price of the convertible notes and the cap price in the
capped call transaction will be $42.12 per share.

AMD has been advised that, in connection with establishing the
capped call transaction, the counterparty or its affiliates expect
to enter into various derivative transactions with respect to
AMD's common stock and purchase AMD's common stock in secondary
market transactions concurrently with or shortly after the pricing
of the notes.  The counterparty or its affiliates may also enter
into or unwind various derivative transactions with respect to
AMD's common stock and purchase or sell AMD's common stock in
secondary market transactions following the pricing of the notes.

AMD estimates that the net proceeds from the offering will
e approximately $1,972 million after deducting discounts,
commissions and estimated offering expenses.  AMD intends to use
a portion of the net proceeds of the offering to pay the cost of
the capped call transaction.  If the initial purchasers exercise
their option to purchase additional notes, AMD expects to use a
portion of the net proceeds from the sale of additional notes to
enter into an additional capped call transaction.

AMD expects to use at least $500 million of the remaining net
proceeds of the offering to repay a portion of the term loan AMD
entered into with Morgan Stanley Senior Funding, Inc. to finance a
portion of the purchase price of, and expenses related to, the
acquisition of ATI Technologies Inc.  AMD expects to use any
amounts not applied to the repayment of the term loan for general
corporate purposes, including working capital and capital
expenditures.

                       About Advanced Micro

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


ADVANCED MICRO: Weak First Quarter Cues Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed the outlook for Advanced Micro
Devices, Inc. to negative from stable.

The action reflects AMD's reduced financial flexibility following
the company's weaker than expected operating performance in the
first quarter of 2007 and Moody's expectations that the next
couple of quarters will remain very challenging even though the
company plans to reduce costs and preserve liquidity while at the
same time rolling out its new product platform dubbed Barcelona in
the third quarter of 2007.

AMD's ratings could come under downward pressure to the extent
that product launches are delayed, if it experiences operating
losses in the second half of 2007, or if cash levels fall below
$1 billion.  Alternatively, a stabilization of its ratings outlook
could emerge if AMD is able to make steady progress towards
sustainable free cash flow from operations, which would enhance
financial flexibility that is critical in the capital intensive
and volatile microprocessor segment.

The company ended the first quarter of 2007 with $1.17 billion of
cash, slightly above the minimum level of $1 billion that Moody's
had previously outlined would be a trigger to downwards rating
pressure.  Moody's notes that the company benefited in the first
quarter from very effective working capital management,
particularly the collection of trade receivables that represented
nearly a $500 million source of cash, which we do not believe will
be repeated over the next few quarters.  Absent this success,
Moody's believes the company's cash balances would have fallen
below $1 billion.

While the company's position in the server, desktop and notebook
business segments remains good, it lost an estimated 5% of share
in the overall microprocessor unit market share in the first
quarter after having reached an all time high of about 25% as of
year end 2006.  Although the company believes it is on track to
begin shipping products under its new product platform known as
Barcelona in the third quarter of 2007 for the server, desktop,
and mobile markets using 65 nanometer process technology, AMD
remains about one year behind Intel in introducing 45 nanometer
product.

To the extent that AMD is able to ship increasing volumes of this
more cost effective product, it would help to improve the
company's gross margins, however this potential benefit could be
muted as Intel begins to ship 45 nanometer product in the fourth
quarter of 2007.  Moody's recognizes that while the process
technology node by itself is not the sole determinant of product
competitiveness, it does create differences in manufacturing costs
and the ability to be aggressive in pricing.  In AMD's case,
Moody's believes this represents continued exposure to aggressive
pricing actions by Intel that could continue to result in
operating losses and the use of cash.  The exposure, while not
new, is more sensitive given the company's reduced cash balances
and the likelihood in Moody's view that AMD will continue to
consume cash over the near term.

Positively, management is implementing urgent efforts to reduce
its cost structure and to improve the company's overall operating
efficiency through a combination of hiring restraints, more rigid
discretionary cost controls, and a slight push out of its capital
expenditure program.  Specifically:

    (1) the company has reduced its capital spending plan in 2007
        from $2.5 billion to $2.0 billion and

    (2) the company is effectively freezing new hires except in
        very selected areas, with the expectation that operating
        expenses will decline by approximately $100 million
        annually and headcount will decline by approximately 500
        or 3% by year end 2007.

While these actions are moderately helpful in the near term, any
delay in ramping efficient production volumes of near-leading edge
microprocessor product would negatively impact the company's
overall scale of operations, which is a critical success factor
given the highly capital intensive nature of the business.

As a result, Moody's anticipates that AMD will be more challenged
than previously anticipated to internally fund the build out of
its 300 millimeter production capacity, which is essential to AMD
keeping pace with manufacturing cost reduction and process node
advances, while at the same time maintaining strong balance sheet
liquidity and reducing debt levels.

As Moody's commented in previous reports, to the extent that
secured debt declines to below a certain level, the security
package benefiting the $390 million senior note holders would be
released.  Absent any other change, such collateral release would
cause the then unsecured senior note rating to decline by up to
two notches from its existing Ba3 level, reflecting its more
junior position in AMD's capital structure.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, designs and manufactures microprocessors and other
semiconductor products.


ADVANCED MICRO: Lower Profits Prompt S&P to Cut Credit Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Advanced Micro Devices Inc. to 'B' from 'B+'.  The
outlook is negative.
      
"The action reflects recent subpar execution of its business
plans, as well as marketplace challenges which were significantly
more severe than had previously been expected," said Standard &
Poor's credit analyst Bruce Hyman.  This resulted in substantially
lower profitability and cash flows, expected to continue over the
intermediate term.
     
Ratings on AMD continue to reflect aggressive competitive
conditions, highly volatile operating performance and
profitability, and ongoing substantially negative free cash flows,
in part offset by a generally improved product line, anticipated
adequate near-term liquidity, and expectations that a planned
change in business model will reduce the company's asset intensity
and capital expenditures.
     
Sunnyvale, California-based AMD is the second-largest supplier of
microprocessors and is a major supplier of other chips for
personal computers and consumer electronics.
     
AMD did not balance anticipated growth in sales to brand-name PC
makers against commitments to support its distributors in the
second half of 2006 and into 2007.  Branded PC sales proved to be
below expectations, while subsequent price discounts to the
distributors were not able to recapture the company's share loss
in that market, which may take time to recover.  Resulting March
2007 quarter revenues were $1.2 billion, well below initial
expectations of $1.6 billion-$1.7 billion, and also well below the
$2.0 billion reported in the year-ago quarter, pro forma for the
acquisition of ATI.  As OEM and distributor inventories rebalance
in coming months, the company expects revenues in the June 2007
quarter to be flat to slightly above March levels.  AMD's March
2007 quarter EBITDA was negative $144 million, versus pro forma
$500 million in the year-ago quarter.
     
The negative outlook reflects the significant challenges that AMD
faces in recovering its market position, restoring its
profitability from currently depressed levels, and stabilizing its
cash flows notwithstanding a continued technology lag, while
financial metrics are expected to be quite weak for the rating
over the intermediate term.  If the company is not able to execute
those plans, the ratings could be lowered by early 2008.  The
outlook could be revised to stable over the intermediate term
should the company's product plans and marketplace performance
result in a rebound of EBITDA that supports the company's debt
levels, and as progress is made on its asset-light manufacturing
strategy.


ADVANCED MICRO: Fitch Holds B Rating & Revises Outlook to Negative
------------------------------------------------------------------
Fitch has changed the Rating Outlook on Advanced Micro Devices
Inc. to Negative and affirmed these ratings:

    -- Issuer Default Rating at 'B'; and
    -- Senior Secured Term Loan B Facility at 'BB-/RR2'.

Fitch has downgraded the 7.75% senior notes due 2014 to 'CCC+/RR6'
from 'BB-/RR2', due to potential loss of security and lower
recovery prospects, as the indenture and collateral trust
agreement permit AMD to remove the collateral securing this
tranche of debt.

In addition, Fitch expects to rate AMD's $2.0 billion 6% senior
unsecured convertible notes due 2015, issued today under Rule
144A, at 'CCC+/RR6'.  Initial purchasers also have a 30 day option
to purchase up to $200 million of additional notes.  The company
plans to use the net proceeds to repay at least $500 million of
outstanding Term Loan B balances, fund the purchase of a capped
call option intended to limit potential dilution, and for general
corporate purposes.

Fitch's actions affect approximately $5.3 billion of pro forma
total debt, assuming AMD reduces $500 million of the Term Loan B.

The revision of the Outlook reflects Fitch's expectations that
AMD's operating performance will remain challenged over the
intermediate-term.  AMD's profitability continues to be pressured
by meaningfully lower than anticipated microprocessor unit
shipments and intensified competitive pressure from Intel Corp.,
driven by a combination of Intel's manufacturing advantage and
strong operating momentum following its product portfolio refresh
in the third quarter of 2006.

As a result, AMD's revenues declined more than 30% sequentially
and gross profits dropped 46% to a Fitch-estimated 31% for the
seasonally weak first quarter ended March 31, 2007 from 40% for
the fourth quarter of 2006.  While AMD's planned cost reduction
efforts (headcount reductions, facility sales, and lower
discretionary spending) should yield modestly positive results
throughout the year, Fitch believes solid market acceptance of
AMD's refreshed product portfolio in the second half of 2007 and
realization of strong unit shipment from recent design wins with
previously under-penetrated original equipment manufacturers will
be critical to the company ability to internally fund a
significant portion of its substantial ongoing capital spending
and investments in research and development.  Therefore, a lack of
meaningful improvement in profitability and additional market
share losses could result in negative rating actions.

AMD's liquidity is adequate and has improved from the $2.0 senior
unsecured convertible debt placement, which should increase cash
balances to approximately $2.7 billion from $1.2 billion as of
March 31, 2007 (pro forma for the anticipated $500 million
reduction in Term Loan B balances).  Fitch believes AMD's plans to
reduce capital expenditures by $500 million in 2007, monetize its
remaining investment in Spansion Inc., sell 200mm manufacturing
equipment, and collect on grants and subsidies associated with its
investments in Dresden, Germany throughout the year will enable
AMD to maintain adequate liquidity through the near-term.  Longer-
term, while recognizing the company's need to continue upgrading
its manufacturing capabilities to compete with Intel's lower unit
cost structure and reliably serve a growing OEM customer base,
Fitch believes the company is likely to curtail capital spending
further, potentially by pursuing a more asset-light manufacturing
model.

Despite the aforementioned revenue decline during the first
quarter and a likely non-recurring significant reduction in
accounts receivable balances, AMD has experienced more rapid than
anticipated erosion of financial flexibility as the company burned
approximately $375 million cash for the quarter.  While Fitch
continues to anticipate negative free cash flow for 2007, AMD's
failure to curb significant cash burn over the next several
quarters could result in further negative rating actions.

The Recovery Ratings continue to reflect Fitch's belief that AMD
would be reorganized rather than liquidated in a bankruptcy
scenario, given Fitch's estimates that AMD's current
reorganization value of $2.3 billion is meaningfully higher than
its projected liquidation value of $1.2 billion.  In estimating
reorganization, Fitch assumes a 5 times (x) multiple and 50%
stress to AMD's EBITDA for the latest 12 months ended March 31,
2007 of approximately $933 million (pro forma for the ATI
acquisition).  Fitch arrives at an adjusted reorganization value
of $2.0 billion after subtracting administrative and cooperative
claims. Based upon these assumptions, the senior secured debt,
including the $1.7 billion Term Loan B (pro forma for the assumed
repayment of $500 million) recovers approximately 68%.  While this
results in an 'RR3' (51-70% recovery) rating in Fitch's recovery
model, Fitch considers the potential for incremental Term Loan
reductions and improved profitability, thereby increasing adjusted
reorganization value going forward and, therefore, maintains an
'RR2' rating on the Term Loan B.  Minimal recovery would be
available for the senior unsecured debt, including the $390
million 7.75% senior notes due 2014.  As a result, the estimated
5% recovery results in an 'RR6' rating for all of the senior
unsecured debt.

The ratings continue to be supported by AMD's:

    -- meaningfully higher share of the MPU market, which Fitch
       believes remains at approximately 20% versus less than 10%
       historically;

    -- expectations for the ability to provide platform products
       to the marketplace and additional revenue growth
       opportunities from the acquisition of ATI Technologies; and

    -- strengthened and expanding relationships with original
       equipment manufacturers, including Dell Inc. (rated 'A/F1'
       on Rating Watch Negative by Fitch).

Ratings concerns center on:

    -- significant product technology risk associated with the MPU
       market, potentially resulting in meaningful share shifts
       between AMD and Intel going forward, as well as continued
       cyclical operating results;

    -- Intel's meaningful manufacturing technology advantage over
       AMD, driven by capital expenditures consistently in excess
       of $5 billion, forcing AMD to aggressively upgrade
       manufacturing facilities; and

    -- AMD's limited financial flexibility due to high debt levels
       coupled with significant spending requirements on capital
       equipment, R&D investments, and marketing initiatives.

Pro forma for the aforementioned debt issuance and anticipated
reduction of the Term Loan B, total debt was $5.3 billion at March
31, 2007 and consisted of:

    i) $893 million Fab 36 Secured Term Loan due 2011

   ii) $1.7 billion senior secured Term Loan B facility due 2013;

  iii) $2.0 billion senior unsecured convertible notes due 2015;

   iv) $390 million senior unsecured notes due 2014; and

    v) other debt, including capital leases, of approximately
       $320 million.


ALLIED HOLDINGS: Court Stretches Lease Decision Period to May 31
----------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia extended, until May 31, 2007, the
period wherein Allied Holdings, Inc. and its debtor-affiliates can
assume or reject all of their non-residential real property
leases.

The Debtors continue to be lessees to 51 non-residential real
property leases, Vivieon E. Kelley, Esq., at Troutman Sanders
LLP, in Atlanta, Georgia, disclosed.

Ms. Kelley told Judge Mullins that cause exists to extend the
time for the Debtors to assume or reject the Leases because the
Debtors:

   (1) have paid and will continue to pay all postpetition lease
       obligations under the Leases;

   (2) have been diligent in their efforts to reject or assume
       nonresidential real property leases which, in their
       business judgment, needed to be rejected and assumed;

   (3) need additional time to determine whether the Leases
       should be assumed or rejected given that, in their
       business judgment, none of the Leases should be rejected
       or assumed at this point in time; and

   (4) have filed a joint plan of reorganization and accompanying
       disclosure statement on March 2, 2007, which will address
       the ultimate treatment of the Leases.  

A list of the 51 Leases is available for free at:

              http://researcharchives.com/t/s?1dd6

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  The Debtors' exclusive period to
file a chapter 11 plan expires on April 25, 2007.  (Allied
Holdings Bankruptcy News, Issue No. 43 and 45; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or  
215/945-7000)

                          Plan Update

On March 2, 2007, the Debtors, Yucaipa and Teamsters filed a Co-
Sponsored Plan and Disclosure Statement explaining that plan.  On
April 2, 2007, they filed an Amended Plan and on April 6 filed a
Second Amended Plan.  The Court approved the adequacy of the
disclosure statement explaining the 2nd Amended Plan on
April 6, 2007.  The Court is set to consider confirming the Co-
Sponsored Plan on May 9, 2007.


ALLIED HOLDINGS: Court Extends Removal Period to May 31
-------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia extended, until May 31, 2007, the
period wherein Allied Holdings, Inc. and its debtor-affiliates can
remove any causes of action.

Vivieon E. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, related that the Debtors sought to remove prepetition
claims or causes of actions that are stayed pursuant to Section
362 of the Bankruptcy Code on the later of March 16, 2007, or 30
days after entry of an order terminating the automatic stay.

At the outset of the Chapter 11 cases, the Debtors focused on,
among others, stabilizing their businesses following the filing,
consummating their debtor-in-possession financing facility,
retaining professionals to assist them in their cases, and
negotiating with various parties-in-interest.  Since that time,
the Debtors have expended energy rejecting burdensome leases and
executory contracts and addressing matters concerning organized
labor, Ms. Kelley notes.

The Debtors filed a joint plan of reorganization and a disclosure
statement on March 2, 2007, that will effect the ultimate
treatment of the Causes of Action.  Hence, the Debtors believe
that the most prudent and efficient course of action is to seek
an extension of their Removal Period.

According to Ms. Kelley, enlarging the Removal Period will:

    -- provide the Debtors an opportunity to make informed
       decisions concerning the removal of the Causes of Action;

    -- assure that the Debtors do not forfeit any of their rights
       under Section 1452 of Title 28 of the United States Code;

    -- permit the Debtors to continue focusing their time and
       energy on reorganizing; and

    -- not prejudice the rights of other parties to the Causes of
       Action because, in the event of removal, any party to a
       removed action may seek to have the action remanded
       pursuant to Section 1452(b).

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  The Debtors' exclusive period to
file a chapter 11 plan expires on April 25, 2007.  (Allied
Holdings Bankruptcy News, Issue No. 43 and 45; Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or  
215/945-7000)

                          Plan Update

On March 2, 2007, the Debtors, Yucaipa and Teamsters filed a Co-
Sponsored Plan and Disclosure Statement explaining that plan.  On
April 2, 2007, they filed an Amended Plan and on April 6 filed a
Second Amended Plan.  The Court approved the adequacy of the
disclosure statement explaining the 2nd Amended Plan on
April 6, 2007.  The Court is set to consider confirming the Co-
Sponsored Plan on May 9, 2007.


AMC ENTERTAINMENT: Loss Ups $2 Mil. in Restated 2006 Annual Report
------------------------------------------------------------------
AMC Entertainment Inc. restated its financial statements for the
year ended March 30, 2006, to record the net effect of the
adjustments of the stock options awards that the company granted
on Dec. 23, 2004.  The net effects of the adjustments recorded to
restate the financial statements for the year ended March 30,
2006, include:

     -- a decrease in other long-term liabilities by $425,000;

     -- increase in additional paid-in capital by $2,539,000; and

     -- increase in net loss by $2,114,000.  

The company, however, stated that the impact of the adjustments
for the fiscal year ended March 31, 2005, is not material, and was
recorded as part of the 2006 restatement adjustments.  

The company's restated report for the 52 weeks ended March 30,
2006, reflects these changes as opposed to the previously filed
annual report for the same period:

     -- other general and administrative expenses increased from
        $38,041,000 to $39,984,000;

     -- total costs and expenses decreased from $1,710,184,000 to
        $1,668,017,000;

     -- loss from continuing operations before income taxes
        decreased from $96,653,000 to $96,185,000;

     -- income tax provision decreased from $69,700,000 to
        $69,400,000;

     -- other long-term liabilities decreased from $417,018,000 to
        $416,593,000;

     -- total liabilities decreased from $3,159,106,000 to
        $3,158,681,000;

     -- additional paid-in capital increased from $1,477,667,000  
        to $1,480,206,000;

     -- accumulated deficit increased from $223,525,000 to
        $225,639,000; and

     -- total stockholders' equity increased from $1,243,484,000
        to $1,243,909,000.

                        Stock Option Awards

On Dec.23, 2004, certain members of management were granted
options to purchase Marquee Holdings Inc. common stock.  Due to
the existence of certain put options at the time the stock options
were granted, the company determined that the stock options for
two members of management should be recorded as liabilities with
changes in the estimated fair value of those options recorded
through a charge or credit to the statement of operations.  

During February 2007, the company determined that the options held
by one member of management that were previously recorded as a
liability should have been recorded as a component of permanent
equity because Marquee Holdings does not intend to exercise its
call option on the vested options and since the put option on the
vested options is not within the employee's control.  Accordingly,
the company has restated its financial statements for the year
ended March 30, 2006, to reverse the previously recorded mark to
market effects relating to the stock options awarded to this
member of management that had been incorrectly classified as
liabilities and to reflect these options as additional paid-in
capital, rather than as liabilities.  There was no impact on net
cash provided by operating activities as a result of the above-
mentioned items.

A full-text copy of the company's restated annual report for the
year ended March 30, 2006, is available for free at
http://ResearchArchives.com/t/s?1dbe

                     About AMC Entertainment

Headquartered in Kansas City, Mo., AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a theatrical exhibition company  
with interests in about 382 theatres with 5,340 screens as of
Dec. 28, 2006.  About 87 percent of the company's theatres are
located in the U.S. and Canada, and 13 percent in Mexico,
Argentina, Brazil, Chile, Uruguay, Hong Kong, France, and the U.K.
                     
                          *     *     *

As reported in the Troubled Company Reporter on April 1, 2007,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit ratings, on AMC Entertainment Inc. and
its parent company, Marquee Holdings Inc., and removed them from
CreditWatch.  The ratings were originally placed on CreditWatch
with negative implications on July 12, 2006, based on   
expectations for continuing high leverage.


AMCON DISTRIBUTING: Mar. 31 Balance Sheet Upside-Down by $1.1 Mil.
------------------------------------------------------------------
AMCON Distributing Company's balance sheet at March 31, 2007,
showed $87.1 million in total assets, $81.9 million in total
liabilities, and $6.3 million in cumulative, convertible preferred
stock, resulting in a $1.1 million in total shareholders' deficit.

AMCON reported a net loss of $407,005 on sales of $201.2 million
for the second quarter ended March 31, 2007, compared with a net
loss of $499,812 on sales of $195.8 million for the same period
ended March 31, 2006.

For the first half of fiscal 2007, AMCON reported net income of
$868,798 on sales of $410.5 million, compared with a net loss of
$1.7 million on sales of $394 million for the first half of fiscal
2006.

Operating income was $3 million for the first half of fiscal 2007,
compared with operating income of $2.5 million for the same period
of fiscal 2006.

"Our two core businesses [wholesale distribution and retail health
food] are performing in line with our expectations," said
Christopher Atayan, AMCON's chief executive officer.  "However, we
continue to devote considerable resources towards residual
litigation in connection with our discontinued operations."

"AMCON accounts for its inventory using the LIFO cost flow
assumption," said Andrew Plummer, AMCON's chief financial officer.
"Our LIFO inventory valuation is driven by changes in the producer
price index as published by the Bureau of Labor Statistics.  
During the second quarter of fiscal 2007, the increases in the
applicable producer price index resulted in a $736,000 charge to
earnings in our wholesale segment versus $49,000 in the prior
year's quarter and in the retail health food segment, the
charge was $145,000 versus a benefit of $34,000 in the same period
for the prior year.  Additionally, our litigation related expenses
are accounted for in continuing operations.  During the second
quarter of fiscal 2007 we incurred approximately $1 million of
legal and professional costs," said Plummer.

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?1dc6

           Litigation Involving Discontinued Operations

In fiscal 2006, company management decided to cease operations of
its consolidated subsidiary, Trinity Springs Inc. (TSI), due to
recurring losses, lack of capital resources, and the litigation
involving the company and TSI regarding shareholder approval of
the purchase of substantially all of the assets of Trinity Springs
Ltd. (which later changed its name to Crystal Paradise Holdings
Inc. (CPH).  That litigation has been settled and the presiding
Court has approved the settlement and dismissed the lawsuit with
prejudice.

The settlement, however, did not resolve claims that AMCON and TSI
may have against CPH, or that CPH may have against AMCON and TSI.

On Dec. 21, 2006, CPH filed a first amended complaint in the
Fourth Judicial District of the State of Idaho (Elmore County)
against AMCON and TSI and other defendants relating to the
transfer of the assets of CPH to TSI and TSI's operation of the
business thereafter.  

AMCON disagrees with the assertions made by CPH and intends to
vigorously defend against CPH's claims and to pursue its own
claims against CPH.

AMCON's management, after consulting with trial counsel, is unable
at this time to state that any outcome unfavorable to AMCON is
either probable or remote and therefore cannot estimate the amount
or range of any potential loss, if any, because substantial
discovery is needed, several unresolved legal issues exist, and
other pretrial work is yet to be completed.

                     About AMCON Distributing

AMCON Distributing Company (AMEX: DIT) -- http://www.amcon.com/--   
is a wholesale distributor of consumer products, including
beverages, candy, tobacco, groceries, food service, frozen and
chilled foods, and health and beauty care products with
distribution centers in Illinois, Missouri, Nebraska, North Dakota
and South Dakota.  AMCON also operates six retail health food
stores in Florida under the name Chamberlin's Market & Cafe and
four in the Midwest under the name Akin's Natural Foods Market.  


AMEREN CORP: S&P Cuts Units' Corp. Credit Ratings from BBB- to BB   
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on utility holding company Ameren Corp. and
subsidiaries Union Electric Co. and AmerenEnergy Generating Co. to
'BBB-' from 'BBB'.
     
Standard & Poor's also lowered its long-term corporate credit
rating on Ameren's Illinois subsidiaries, Illinois Power Co.,
Central Illinois Public Service Co., CILCORP Inc., and Central
Illinois Light Co., to 'BB' from 'BBB-'.
     
The ratings on all the companies are still on CreditWatch with
negative implications.
     
St. Louis, Missouri-based Ameren had about $4.9 billion in
consolidated outstanding long-term debt at the end of 2006.  
Ameren's Illinois subsidiaries have approximately $1.65 billion in
outstanding long-term debt, excluding Illinois Power's securitized
debt and excluding short-term borrowings.
     
The downgrades follow the passage in the Illinois Senate of an
Ameren-specific bill that would roll back electric rates to 2006
levels, freeze rates at those levels for at least one year, and
refund to customers increases imposed since Jan. 1, 2007.  The
rate freeze would not be lifted until at least 33% of the
customers in an electric utility's service area that are eligible
for tariffed service instead take service from alternative retail
electric suppliers.
     
The bill now moves to the Illinois House of Representatives.       
"If signed into law, SB1592 would result in a significant revenue
shortfall and materially affect the liquidity of Ameren's Illinois
utilities," said Standard & Poor's credit analyst Barbara Eiseman.
      
"A complete rollback and rate freeze will harm Ameren's
consolidated financial profile, but we expect the damage to
Ameren, Union Electric, and AmerenEnergy Generating to be
contained and would likely keep their corporate credit ratings
investment grade," said Ms. Eiseman.


AMERICAN CASINO: Moody's Revises Outlook to Developing from Stable
------------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook of
American Casino & Entertainment Properties LLC to developing from
stable.  The outlook change follows the announcement made by
ACEP's parent, American Real Estate Partners, L.P., that an
agreement has been entered into with Whitehall Real Estate Funds
to sell ACEP to a Whitehall affiliate for $1.3 billion.

The transaction is subject to approval by the Nevada Gaming
Commission and the Nevada State Control Board, as well as
customary conditions.  The parties expect to close the transaction
in approximately eight months; no details regarding how the deal
will be financed have been disclosed.

The indenture on ACEP's 7.85% senior secured notes due 2012
contain a provision whereby upon a change of control, as defined,
the company would be required to repurchase outstanding notes at
101% plus accrued interest.

The developing outlook reflects uncertainty regarding the likely
credit profile of ACEP following the acquisition by Whitehall.  
Should likelihood of transaction close and bond repurchase become
high, Moody's would expect to stabilize the outlook and withdraw
the existing ratings at that time.

Moody's last commented on ACEP on March 7, 2007 following AREP's
disclosure that it was is evaluating alternatives to refinance the
debt of, re capitalize or sell ACEP.

Headquartered in Las Vegas, Nevada, ACEP is a wholly-owned,
indirect, unrestricted subsidiary of American Real Estate
Partners, L.P., a publicly traded firm engaged in both real estate
and non-real estate activities.  Carl Icahn currently owns
approximately 86% of AREP through non-AREP subsidiaries.  ACEP had
2006 revenues of $386 million and owns/operates three gaming
properties in the Las Vegas metropolitan area and one in Laughlin,
Nevada.


AMERICAN CASINO: $1.3BB Whitehall Deal Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on American Casino & Entertainment Properties LLC to negative from
developing.  The revision follows the announcement by ACEP's
parent company, American Real Estate Partners L.P. (AREP;
BB+/Stable/--) -- a publicly traded entity engaged in acquiring
and managing real estate and other activities and controlled by
Carl Icahn -- that it has agreed to sell ACEP to Whitehall Street
Real Estate Funds, for $1.3 billion.  The deal is expected to
close in about eight months, subject to regulatory approval.  ACEP
had about $255 million in debt outstanding as of Dec. 31, 2006.
      
"We believe that, given the transaction multiple of well more than
10x, debt leverage would increase materially and weaken credit
protection measures due to the high likelihood for additional
debt to fund the acquisition," said Standard & Poor's credit
analyst Michael Scerbo.  "However, the company's existing senior
note issue does contain a provision whereby ACEP must offer to
repurchase the notes at 101% (plus accrued and unpaid interest)
upon a change of control."

AREP had previously announced that it was evaluating alternatives
for refinancing, recapitalizing, or selling ACEP to maximize
shareholder value.  As a result, the ratings on ACEP were
initially placed on CreditWatch that same day.
     
In resolving the CreditWatch listing, S&P will review the proposed
capital structure and its impact on the company's existing bond
issue.


AMERICAN TOWER: S&P Puts BB+ Rating on S. 2007-1 Class F Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to American Tower Trust I's $1.750 billion commercial
mortgage pass-through certificates series 2007-1.
     
The preliminary ratings are based on information as of April 23,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying collateral, the
experience and financial strength of the sponsor and management
company, the terms of the loan, the lease agreements, the
organizational documentation, and the securitization
documentation.  Standard & Poor's analysis determined that the
loan has a debt service coverage of 1.34x based on an assumed
refinance constant of 10.5%, a DSC of 2.45x on the actual loan
constant of approximately 5.75%, and a beginning and ending LTV of
79.53%.
             
                    Preliminary Ratings Assigned
                       American Tower Trust I
    
        Class     Preliminary    Preliminary      Trust LTV        
                    rating          amount
        -----     -----------    ------------     ---------
        A-FX         AAA         $1,022,000,000*   46.45%
        A-FL         AAA                     $0*   46.45%
        B            AA            $215,000,000    56.22%
        C            A             $110,000,000    61.22%
        D            BBB           $275,000,000    73.71%
        E            BBB-           $55,000,000    76.21%
        F            BB+            $73,000,000    79.53%
       Total          -          $1,750,000,000    79.53%
    
*The individual sizing of these pari passu certificates has not
been determined, but will total $1.022 billion.


AMERIQUEST MORTGAGE: Poor Performance Cues S&P's Neg. Credit Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from three series
issued by Ameriquest Mortgage Securities Inc. and placed them on
CreditWatch with negative implications.  At the same time, the
ratings on two classes from two other Ameriquest series were
placed on CreditWatch with negative implications.  In addition,
the ratings on 10 classes from six Ameriquest series remain on
CreditWatch with negative implications.  Lastly, ratings on 380
classes from 52 Ameriquest 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
cash flows.  These losses have caused the steady erosion of the
classes' credit support, specifically overcollateralization.  As
of the March 2007 distribution period, the O/C amounts for nine of
the 11 transactions are below their respective targets of 0.50% of
the original pool principal balances.  O/C for these nine
transactions currently ranges from 0.04% for series 2003-2 to
0.42% for series 2003-8.  The O/C levels for the other two
transactions are also below their targets: O/C for series 2004-R2
is 0.33%, below its target of 0.60%, and O/C for series 2004-R4 is
0.73%, below its target of 1.30%.  Total delinquencies for these
11 transactions range from 16.94% of the current pool balance for
series 2003-7 to 33.03% for series 2003-2, with severe
delinquencies (90-plus days, foreclosure, and REO) accounting for
more than half of the total.  Cumulative realized losses range
from 0.89% of the original pool balance for series 2004-R2 to
2.52% for series 2002-2.
     
Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch negative over the
next three months.  If losses decline to a point at which they no
longer outpace excess interest, and the level of O/C has not been
further eroded, we will affirm the ratings on these classes and
remove them from CreditWatch negative.  Conversely, if losses
continue to outpace excess interest, further downgrades can be
expected.
     
The affirmed ratings reflect adequate actual and projected credit
support percentages, as well as the shifting interest structure of
the transactions.  As of the March 2007 remittance period, total
delinquencies ranged from 1.02% for series 2003-IA1 (Alt-A
collateral) to 45.28% for series 2001-2, with severe delinquencies
accounting for approximately half of the total.  Cumulative
realized losses ranged from less than 0.01% for series 2006-M3 to
3.35% for series 2001-A.  These transactions are either at or
close to their respective O/C targets.
     
Credit support is provided by subordination, O/C, and excess
spread.  The collateral consists of 30-year, adjustable-rate,
fully amortizing, subprime mortgage loans secured by first liens
on one- to four-family residential properties.
   

         Ratings Lowered and Placed on Creditwatch Negative
   
                 Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates
                             
                                         Rating
                                         ------
            Series     Class      To                From
            ------     -----      --                ----
            2002-AR1    M-3       A/Watch Neg        AAA
            2002-AR1    M-4       A-/Watch Neg       AA+
            2003-7      M-5       BB-/Watch Neg      BBB-
            2004-R4     M-7       B/Watch Neg        BB+
               

               Ratings Placed on Creditwatch Negative

                 Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates
                             
                                        Rating
                                        ------
            Series    Class       To                From
            ------    -----       --                ----
            2003-AR2   M-3        BBB/Watch Neg      BBB
            2004-R2    M-9        BBB-/Watch Neg     BBB-
   

              Ratings Remaining on Creditwatch Negative
   
                 Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates

                    Series   Class         Rating
                    ------   -----         ------
                    2002-2   M-4           B/Watch Neg
                    2002-4   M-4           BB/Watch Neg
                    2003-1   MF-3, MV-3    BBB/Watch Neg
                    2003-1   M-4           B/Watch Neg
                    2003-2   M-2           A/Watch Neg
                    2003-2   M-3           B/Watch Neg
                    2003-6   M-6           B/Watch Neg
                    2003-8   MV-6, MF-6    BB-/Watch Neg

                         
                          Ratings Affirmed
   
                 Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates

    Series    Class                                      Rating
    ------    -----                                      ------
    2001-2    M-2                                          A+
    2001-2    M-3                                          BBB
    2002-2    S                                            AAA
    2002-2    M-2                                          AA
    2002-2    M-3                                          BBB
    2002-3    M-2                                          A+
    2002-3    M-3                                          BBB
    2002-3    M-4                                          CCC
    2002-4    M-2                                          AA-
    2002-4    M-3                                          BBB
    2002-AR1  M-1, M-2                                     AAA
    2002-C    M-1                                          BBB
    2002-C    M-2                                          CCC
    2002-D    M-1                                          A
    2002-D    M-2                                          BBB+
    2003-1    M-1                                          AA+
    2003-1    M-2                                          A+
    2003-2    M-1                                          AA+
    2003-2    M-4                                          CCC
    2003-3    M-2                                          A
    2003-3    M-3                                          BBB+
    2003-3    M-4                                          BBB
    2003-4    M-2                                          AA+
    2003-4    M-3                                          AA
    2003-4    M-4                                          A+
    2003-4    M-5                                          A
    2003-5    A-4, A-5, A-6                                AAA
    2003-5    M-1                                          AA+
    2003-5    M-2                                          AA
    2003-5    M-3                                          A-
    2003-6    M-1                                          AA
    2003-6    M-2                                          A
    2003-6    M-3                                          A-
    2003-6    M-4                                          BBB+
    2003-6    M-5                                          BBB
    2003-7    A, M-1                                       AAA
    2003-7    M-2                                          AA+
    2003-7    M-3                                          A+
    2003-7    M-4                                          A-
    2003-8    AV-1, AV-2, AF-5                             AAA
    2003-8    M-1                                          AA
    2003-8    M-2                                          A
    2003-8    M-3                                          A-
    2003-8    M-4                                          BBB+
    2003-8    M-5                                          BBB
    2003-9    AV-1, AV-2, AF-2, AF-3                       AAA
    2003-9    M-1                                          AA
    2003-9    M-2                                          A
    2003-9    M-3                                          A-
    2003-9    M-4                                          BBB+
    2003-9    M-5                                          BBB
    2003-9    M-6                                          BBB-
    2003-10   AV-1, AV-2, AF-4, AF-5, AF-6                 AAA
    2003-10   M-1                                          AA
    2003-10   M-2                                          A
    2003-10   M-3                                          A-
    2003-10   M-4                                          BBB+
    2003-10   M-5                                          BBB
    2003-10   MV-6, MF-6                                   BBB-
    2003-11   AV-1, AV-2, AV-4, AF-5, AF-6                 AAA
    2003-11   M-1                                          AA
    2003-11   M-2                                          A
    2003-11   M-3, M-3A, M-3B                              A-
    2003-11   M-4A, M-4B                                   BBB+
    2003-11   M-5                                          BBB
    2003-11   M-6                                          BBB-
    2003-12   AV-1, AF                                     AAA
    2003-12   M-1                                          AA
    2003-12   M-2                                          A
    2003-12   M-3                                          A-
    2003-12   M-4                                          BBB+
    2003-12   M-5                                          BBB
    2003-12   M-6                                          BBB-
    2003-13   AV-1, AV-2, AF-4, AF-5, AF-6                 AAA
    2003-13   M-1                                          AA
    2003-13   M-2                                          A
    2003-13   M-3                                          A-
    2003-13   M-4                                          BBB+
    2003-13   M-5                                          BBB
    2003-13   M-6                                          BBB-
    2003-AR1  M-1                                          AA+
    2003-AR1  M-2                                          A
    2003-AR1  M-3                                          BBB
    2003-AR1  M-4                                          BBB-
    2003-AR2  M-1                                          AAA
    2003-AR2  M-2                                          AA-
    2003-AR3  M-2                                          A+
    2003-AR3  M-3                                          A
    2003-AR3  M-4                                          BBB+
    2003-AR3  M-5                                          BBB
    2003-AR3  M-6                                          BBB-
    2003-IA1  A-3, A-4, A-5, A-6                           AAA
    2003-IA1  MV-1, MF-1                                   AA
    2003-IA1  M-2                                          A
    2003-IA1  M-3                                          BBB
    2004-FR1  A-4, A-5, A-6, A-7                           AAA
    2004-FR1  M-1                                          AA+
    2004-FR1  M-2                                          AA
    2004-FR1  M-3                                          AA-
    2004-FR1  M-4                                          A+
    2004-FR1  M-5                                          A
    2004-FR1  M-6                                          A-
    2004-FR1  M-7                                          BBB+
    2004-FR1  M-8                                          BBB
    2004-FR1  M-9                                          BBB-
    2004-IA1  A-3, M-1                                     AAA
    2004-IA1  M-2                                          AA
    2004-IA1  M-3                                          AA-
    2004-IA1  M-4                                          A
    2004-IA1  M-5                                          A-
    2004-IA1  M-6                                          BBB+
    2004-IA1  M-7                                          BBB
    2004-IA1  M-8                                          BBB-
    2004-IA1  M-9                                          BB+
    2004-R1   A-1A, A-1B, A-2                              AAA
    2004-R1   M-1                                          AA+
    2004-R1   M-2                                          AA
    2004-R1   M-3                                          AA-
    2004-R1   M-4                                          A+
    2004-R1   M-5                                          A
    2004-R1   M-6                                          A-
    2004-R1   M-7                                          BBB+
    2004-R1   M-8                                          BBB
    2004-R1   M-9                                          BBB-
    2004-R1   M-10                                         BB+
    2004-R2   A-1A, A-1B, A-4                              AAA
    2004-R2   M-1                                          AA+
    2004-R2   M-2                                          AA
    2004-R2   M-3                                          AA-
    2004-R2   M-4                                          A+
    2004-R2   M-5                                          A
    2004-R2   M-6                                          A-
    2004-R2   M-7                                          BBB+
    2004-R2   M-8                                          BBB
    2004-R3   A-1A, A-1B, A-4                              AAA
    2004-R3   M-1                                          AA
    2004-R3   M-2                                          A
    2004-R3   M-3                                          A-
    2004-R3   M-4                                          BBB+
    2004-R3   M-5                                          BBB
    2004-R3   M-6                                          BBB-
    2004-R3   M-7                                          BB+
    2004-R4   A-1A, A-1B                                   AAA
    2004-R4   M-1                                          AA
    2004-R4   M-2                                          A
    2004-R4   M-3                                          A-
    2004-R4   M-4                                          BBB+
    2004-R4   M-5                                          BBB
    2004-R4   M-6                                          BBB-
    2004-R5   A-1A, A-1B, A-4                              AAA
    2004-R5   M-1                                          AA
    2004-R5   M-2                                          A
    2004-R5   M-3                                          A-
    2004-R5   M-4                                          BBB+
    2004-R5   M-5                                          BBB
    2004-R5   M-6                                          BBB-
    2004-R5   M-7                                          BB+
    2004-R6   A-1, A-4                                     AAA
    2004-R6   M-1                                          A-
    2004-R6   M-2                                          BBB+
    2004-R6   M-3                                          BBB
    2004-R6   M-4                                          BBB-
    2004-R6   M-5                                          BB+
    2004-R7   A-1, A-4, A-6, M-1                           AAA
    2004-R7   M-2, M-3                                     AA+
    2004-R7   M-4                                          AA
    2004-R7   M-5                                          AA-
    2004-R7   M-6                                          A+
    2004-R7   M-7                                          A
    2004-R7   M-8                                          A-
    2004-R7   M-9                                          BBB+
    2004-R7   M-10                                         BBB
    2004-R7   M-11                                         BBB-
    2004-R8   A-1, A-4, A-5                                AAA
    2004-R8   M-1                                          AA+
    2004-R8   M-2                                          AA
    2004-R8   M-3                                          AA-
    2004-R8   M-4                                          A+
    2004-R8   M-5                                          A
    2004-R8   M-6                                          A-
    2004-R8   M-7                                          BBB+
    2004-R8   M-8                                          BBB
    2004-R8   M-9                                          BBB-
    2004-R8   M-10                                         BB+
    2004-R9   A-1, A-4                                     AAA
    2004-R9   M-1                                          AA+
    2004-R9   M-2                                          AA
    2004-R9   M-3                                          AA-
    2004-R9   M-4                                          A
    2004-R9   M-5                                          A-
    2004-R9   M-6                                          BBB+
    2004-R9   M-7                                          BBB
    2004-R9   M-8                                          BBB-
    2004-R9   M-9                                          BB+
    2004-R10  A-1, A-3, A-4, A-5                           AAA
    2004-R10  M-1                                          AA+
    2004-R10  M-2                                          AA
    2004-R10  M-3                                          AA-
    2004-R10  M-4                                          A+
    2004-R10  M-5                                          A
    2004-R10  M-6                                          A-
    2004-R10  M-7                                          BBB+
    2004-R10  M-8                                          BBB
    2004-R10  M-9                                          BBB-
    2004-R10  M-10                                         BB+
    2004-R11  A-1, A-2                                     AAA
    2004-R11  M-1                                          AA+
    2004-R11  M-2                                          AA
    2004-R11  M-3                                          AA-
    2004-R11  M-4                                          A+
    2004-R11  M-5                                          A
    2004-R11  M-6                                          A-
    2004-R11  M-7                                          BBB+
    2004-R11  M-8                                          BBB
    2004-R11  M-9                                          BBB-
    2004-R11  M-10                                         BB+
    2004-R12  A-1, A-3, A-4                                AAA
    2004-R12  M-1                                          AA+
    2004-R12  M-2                                          AA
    2004-R12  M-3                                          AA-
    2004-R12  M-4                                          A+
    2004-R12  M-5                                          A
    2004-R12  M-6                                          A-
    2004-R12  M-7                                          BBB+
    2004-R12  M-8                                          BBB
    2004-R12  M-9                                          BBB-
    2004-R12  M-10                                         BB+
    2005-R1   A-1A, A-2A, A-3B, A-3C                       AAA
    2005-R1   M-1                                          AA
    2005-R1   M-2                                          AA-
    2005-R1   M-3                                          A+
    2005-R1   M-4                                          A
    2005-R1   M-5                                          A-
    2005-R1   M-6                                          BBB+
    2005-R1   M-7                                          BBB
    2005-R1   M-8                                          BBB-
    2005-R1   M-9, M-10                                    BB
    2005-R2   A-1A, A-2A, A-3B, A-3C                       AAA
    2005-R2   M-1                                          AA+
    2005-R2   M-2                                          AA
    2005-R2   M-3                                          AA-
    2005-R2   M-4                                          A+
    2005-R2   M-5                                          A
    2005-R2   M-6                                          A-
    2005-R2   M-7                                          BBB+
    2005-R2   M-8                                          BBB
    2005-R2   M-9                                          BBB-
    2005-R2   M-10                                         BB+
    2005-R2   M-11                                         BB
    2005-R3   A-1A, A-1B, A-2A, A-2B, A-3C, A-3D           AAA
    2005-R3   M-1                                          AA+
    2005-R3   M-2                                          AA
    2005-R3   M-3                                          AA-
    2005-R3   M-4                                          A+
    2005-R3   M-5                                          A
    2005-R3   M-6                                          A-
    2005-R3   M-7                                          BBB+
    2005-R3   M-8                                          BBB
    2005-R3   M-9                                          BBB-
    2005-R3   M-10                                         BB+
    2005-R4   A-1A, A-1B, A-2C, A-2D                       AAA
    2005-R4   M-1                                          AA+
    2005-R4   M-2                                          AA
    2005-R4   M-3                                          AA-
    2005-R4   M-4                                          A+
    2005-R4   M-5                                          A
    2005-R4   M-6                                          A-
    2005-R4   M-7                                          BBB+
    2005-R4   M-8                                          BBB
    2005-R4   M-9                                          BBB-
    2005-R4   M-11                                         BB
    2005-R5   A-1A, A-1B, A-2B, A-2C                       AAA
    2005-R5   M-1                                          AA+
    2005-R5   M-2                                          AA
    2005-R5   M-3                                          AA-
    2005-R5   M-4                                          A+
    2005-R5   M-5, M-6                                     A
    2005-R5   M-7                                          BBB+
    2005-R5   M-8                                          BBB
    2005-R5   M-9                                          BBB-
    2005-R5   M-10                                         BB+
    2005-R5   M-11                                         BB
    2005-R6   A-1A, A-1B, A-2                              AAA
    2005-R6   M-1                                          AA+
    2005-R6   M-2                                          AA
    2005-R6   M-3                                          AA-
    2005-R6   M-4                                          A+
    2005-R6   M-5                                          A
    2005-R6   M-6                                          A-
    2005-R6   M-7                                          BBB+
    2005-R6   M-8                                          BBB
    2005-R6   M-9                                          BBB-
    2005-R6   M-10                                         BB+
    2005-R6   M-11                                         BB
    2005-R7   A-1B, A-1C, A-1D, A-2B, A-2C, A-2D           AAA
    2005-R7   M-1, M-2                                     AA+
    2005-R7   M-3, M-4                                     AA
    2005-R7   M-5                                          A+
    2005-R7   M-6                                          A
    2005-R7   M-7                                          A-
    2005-R7   M-8                                          BBB+
    2005-R7   M-9, M-10                                    BBB
    2005-R7   M-11                                         BBB-
    2005-R7   M-12                                         BB
    2005-R8   A-1, A-2B, A-2C, A-2D                        AAA
    2005-R8   M-1                                          AA+
    2005-R8   M-2, M-3                                     AA
    2005-R8   M-4                                          AA-
    2005-R8   M-5                                          A+
    2005-R8   M-6                                          A
    2005-R8   M-7                                          A-
    2005-R8   M-8                                          BBB+
    2005-R8   M-9                                          BBB
    2005-R8   M-10                                         BBB-
    2005-R8   M-11                                         BB+
    2005-R8   M-12                                         BB
    2005-R9   AV-1, AV-2B, AV-2C, AF-1, AF-2, AF-3, AF-4   AAA
    2005-R9   AF-5, AF-6                                   AAA
    2005-R9   M-1                                          AA+
    2005-R9   M-2                                          AA
    2005-R9   M-3                                          AA-
    2005-R9   M-4                                          A+
    2005-R9   M-5                                          A
    2005-R9   M-6                                          A-
    2005-R9   M-7                                          BBB+
    2005-R9   M-8                                          BBB
    2005-R9   M-9                                          BBB-
    2005-R9   M-10                                         BB+
    2005-R9   M-11                                         BB
    2005-R10  A-1, A-2A, A-2B, A-2C                        AAA
    2005-R10  M-1                                          AA+
    2005-R10  M-2, M-3                                     AA
    2005-R10  M-4                                          AA-
    2005-R10  M-5                                          A+
    2005-R10  M-6                                          A
    2005-R10  M-7                                          A-
    2005-R10  M-8                                          BBB+
    2005-R10  M-9, M-10                                    BBB
    2005-R11  A-1, A-2B, A-2C, A-2D                        AAA
    2005-R11  M-1                                          AA+
    2005-R11  M-2, M-3                                     AA
    2005-R11  M-4                                          AA-
    2005-R11  M-5, M-6                                     A+
    2005-R11  M-7                                          A
    2005-R11  M-8                                          A-
    2005-R11  M-9                                          BBB+
    2005-R11  M-10                                         BBB-
    2006-M3   A-1, A-2A, A-2B, A-2C, A-2D                  AAA
    2006-M3   M-1                                          AA+
    2006-M3   M-2                                          AA
    2006-M3   M-3                                          AA-
    2006-M3   M-4                                          A+
    2006-M3   M-5                                          A
    2006-M3   M-6                                          A-
    2006-M3   M-7                                          BBB+
    2006-M3   M-8                                          BBB
    2006-M3   M-9                                          BBB-
    2006-M3   M-10                                         BB+
    2006-R1   A-1, A-2A, A-2B, A-2C, A-2D                  AAA
    2006-R1   M-1                                          AA+
    2006-R1   M-2                                          AA
    2006-R1   M-3                                          AA-
    2006-R1   M-4                                          A+
    2006-R1   M-5                                          A
    2006-R1   M-6                                          A-
    2006-R1   M-7                                          BBB+
    2006-R1   M-8                                          BBB
    2006-R1   M-9                                          BBB-
    2006-R1   M-10                                         BB+
    2006-R1   M-11                                         BB
    2006-R2   A-1, A-2A, A-2B, A-2C                        AAA
    2006-R2   M-1                                          AA+
    2006-R2   M-2                                          AA
    2006-R2   M-3                                          AA-
    2006-R2   M-4                                          A+
    2006-R2   M-5                                          A
    2006-R2   M-6                                          A-
    2006-R2   M-7, M-8                                     BBB+
    2006-R2   M-9, M-10                                    BBB-
    2006-R2   M-11                                         BB+


AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Amtrol Inc. and its debtor affiliates permission to employ Ernst
& Young LLP as their accountant and auditor.

As reported in the Troubled Company Reporter on March 28, 2007,
Ernst and Young LLP is expected to:

   a) provide accounting and auditing services to the Debtor;
      and

   b) audit and give a report on the Debtors' consolidated
      financial statements for the year ended Dec. 31, 2006.

Kevin M. Higgins, a partner at Ernst & Young, told the Court that
the Firm's professionals bill:

      Designation                             Hourly Rate
      -----------                             -----------
      Partners and Principals                 $447 - $480
      Senior Manager                          $384 - $409
      Manager                                 $340 - $368
      Senior                                  $254 - $289
      Staff                                   $127 - $184

Mr. Higgins assured the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage  
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtor's financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  


APEX TECHNOLOGY: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Apex Technology Holdings Inc.
                dba APEX Design Technology Inc.
                dba APEX Design Technology
                2850 East Coronado Street
                Anaheim, CA 92806

Case Number: 07-11171

Type of Business: The Debtor is a turnkey design and engineering
                  based manufacturer and integrator of hydraulic,
                  pneumatic and electronics systems.  Its products
                  include ground support equipment, factory and
                  special test equipment, electrical and hydraulic
                  test equipment, power units and test benches.  
                  See http://www.apexdt.com/

Involuntary Petition Date: April 24, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Petitioners' Counsel: Barry S. Glaser, Esq.
                      Theodora Oringer Miller & Richman P.C.
                      2029 Century Park East, 6th Floor
                      Los Angeles, CA 90067-2907
                      Tel: (310) 557-2009
         
   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Harsoyo Lukito                   Guaranteed Bonus        $50,000
c/o Stanley Green, Esq.
468 North Camden Drive
Beverly Hills, CA 90210

Meyco Machine & Tool Inc.        Vendor                  $28,392
11579 Martens River Cir
Fountain Valley, CA 92708

BK Thorpe Inc.                   Vendor                  $14,769
1811E 28th Street
Signal Hill, CA 90755

Apex Design Technology Inc.      Equipment Lease         $10,305
c/o Stanley Green, Esq.
468 North Camden Drive
Beverly Hills, CA 90210

NC Servo Technology Corp.        Vendor                   $8,736
38422 Webb Drive
Westland, MI 48185-1974


ARTISTDIRECT INC: March 31 Balance Sheet Upside-Down by $18.1 Mil.
------------------------------------------------------------------
ARTISTdirect Inc.'s balance sheet at Sept. 30, 2006, showed
$56.1 million in total assets and $74.2 million in total
liabilities, resulting in an $18.1 million total stockholders'
equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $13.3 million in total current assets
available to pay $42.1 million in total current liabilities.

ARTISTdirect Inc. reported net income of $839,000 for the third
quarter ended Sept. 30, 2006, compared with a net loss of
$18.4 million for the same period ended Sept. 30, 2005.  

Results for the quarters ended Sept. 30, 2006, and 2005, include a
non-cash gain of $1.1 million and a non-cash charge to income of
$5.5 million, respectively, to reflect a decrease and an increase
in warrant liability, related to the fair value of warrants issued
in connection with the financing of the MediaDefender acquisition
in July 2005.  

Results for the quarters ended Sept. 30, 2006, and 2005, also
include a non-cash income of $1.2 million and a non-cash charge to
income of $11.6 million, respectively, to reflect a decrease and
an increase in the derivative liability should the note holders be
unable to exercise their rights and options.

Net Revenue increased by $2.5 million, or 66.0%, to $6.4 million
for the quarter Sept. 30, 2006, as compared to $3.9 million for
the same period ended Sept. 30, 2005, primarily as a result of the
acquisition of MediaDefender in July 2005, which provided revenue
of $4.2 million from its anti-piracy and redirect services.

The company's total cost of revenue increased by $1.2 million, or
54.7%, to $3.4 million, partially as a result of an increase in
costs associated with a full quarter of activity related to the
operation of MediaDefender acquired in July 2005 and increased
bandwidth costs associated with increased internet traffic.  

Operating expenses increased $1.1 million, mainly due to general
and administrative expense, which increased $1 million, or 98.4%,
to $2.1 million in part as a result of the acquisition of
MediaDefender.

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

                        Events of Default

ARTISTdirect Inc. previously disclosed in a Form 8-K filed with
the SEC on Jan. 24, 2007, that it had triggered an event of
default under the $15 million Senior Financing completed by the
company effective July 28, 2005, in conjunction with the
acquisition of MediaDefender Inc., thereby allowing the Senior
Lenders to declare the outstanding principal amount and accrued
interest due under the Senior Financing immediately due and
payable.  

On April 17, 2007, ARTISTdirect Inc. entered into a Forbearance
and Consent Agreement with the Senior Lenders, whereby the Senior
Lenders agreed to forbear from exercising any of their rights and
remedies under the Senior Financing transaction documents through
May 31, 2007, in exchange for a payment by the company of
$250,000, in the aggregate, to the Senior Lenders, and upon the
other terms and conditions in the Agreement.  The company may
extend the forbearance period through June 30, 2007, by notifying
the Senior Lenders of its intention to extend the Agreement prior
to May 31, 2007 and paying an additional $125,000, in the
aggregate, to the Senior Lenders on or before May 31, 2007.  

As disclosed in the Form 8-K filed with the SEC on Jan. 24, 2007,
the company has also defaulted under the original approximately
$31,500,000 of subordinated convertible notes.  

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, Calif., ARTISTdirect Inc.
(OTC BB: ARTDE.OB) -- http://www.artistdirect.com/-- is a digital  
media entertainment company that is home to an online music
network and, through its acquisition of MediaDefender, is a leader
in anti-piracy solutions in the Internet piracy protection
industry.  The ARTISTdirect Network is a network of web-sites
offering multi-media content, music news and information,
communities organized around shared music interests, music-related
specialty commerce and digital music services.


ASARCO LLC: El Paso Residents Oppose Reopening of Asarco Smelter
----------------------------------------------------------------
Several residents from El Paso, Texas, urge the Texas Commission
on Environmental Quality to deny ASARCO LLC's request for an air
quality permit for the possible re-opening of the company's
smelter in El Paso, the El Paso Times reports.

Daniel Arellano, chairman of the East Side chapter of the
Association of Community Organizations for Reform Now, said many
of the ASARCO workers in the El Paso smelter have various cancers
and blood disorders, which doctors say were caused by
environmental factors.

ASARCO officials assert that the El Paso smelter's air emissions
did not cause lead contamination in soil in west and south El
Paso.

                        About ASARCO LLC

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASSOCIATED BRANDS: Subsidiaries Default Under Bank Credit Pacts
---------------------------------------------------------------
Certain subsidiaries of Associated Brands Income Fund were in
default as at March 31, 2007 under financial covenants under their
credit agreement with a Canadian Chartered Bank and under the
exchangeable debentures of Associated Brands Holding L.P.

The Fund believes that the expected defaults under the financial
covenants are due to an increase in bank indebtedness as at
March 31, 2007 resulting from increased inventories to support
revenue growth, as well as a lower rolling 12 month Normalized
EBITDA.

The Fund had anticipated the defaults and based its expectations
on its preliminary unaudited interim consolidated financial
statements for the three months ended March 31, 2007.  These
financial statements remain subject to the review and approval by
the audit committee of the board of trustees of the Fund's wholly
owned subsidiary Associated Brands Operating Trust and by the
board of trustees of the Fund and of ABOT, as well as the review
by the auditors of the Fund.

The financial covenant at issue under the credit agreement
requires the Fund to maintain its funded debt (which represents
all of the Fund's interest bearing bank indebtedness) at a ratio
of not more than 3.25 to 1 over its Normalized EBITDA.  The
financial covenant at issue under the exchangeable debentures
requires the Fund to maintain its specified debt -- which
represents the Fund's funded debt -- at a ratio of not greater
than 4.75 to 1 over its Normalized EBITDA.

The ratios under such financial covenants had become more
stringent as of March 31, 2007 as compared to previous months in
accordance with the respective terms and conditions of such credit
agreement and exchangeable debentures.  In addition, a default
under the financial covenant at issue under the credit agreement
would result in a cross-default under the exchangeable debentures.
Upon confirmation that these defaults have occurred, the Fund's
long-term debt with the bank and the debenture holders will be
reclassified from long-term liabilities to current liabilities on
its consolidated financial statements as of March 31, 2007 which
will result in an additional default under the covenant under the
credit agreement relating to the Fund's working capital ratio.

The defaults under the credit agreement would also result in a
default under the ISDA Master Agreement between a subsidiary of
the Fund and the same bank that is the lender under the credit
agreement.

The credit agreement and the terms of the debentures provide the
bank and the debenture holders, respectively, with certain rights
and remedies during the continuance of a default, including the
right to accelerate the debt due under the credit agreement and
the debentures, respectively, and the right to realize upon
security that has been granted by the Fund's subsidiaries.

"The Fund has notified the bank and the debenture holders of these
expected defaults and will be requesting that the bank and the
debentureholders waive such defaults", commented Rob Dougans,
President and Chief Executive Officer.

Funds managed by Torquest Partners Inc. hold 85.1% aggregate
principal amount of the outstanding debentures.  The Fund and ABOT
have agreed to sell their debt and equity interests in the
operating subsidiaries of the Associated Brands business to a
wholly-owned subsidiary of a fund managed by an affiliate of
Torquest Partners Inc., with proceeds of such sale being
distributed to unitholders of the Fund by way of the redemption of
outstanding units at a cash redemption price of between $0.80 and
$0.82 per unit.

A special meeting of unitholders of the Fund has been called for
May 4, 2007 to consider, and if deemed advisable, approve such
transaction and the termination of the Fund and ABOT.  If the bank
and the debenture holders do not grant waivers for the expected
defaults under the debt agreements as requested by the Fund, then
the purchaser under the sale agreement for the Associated Brands
operating subsidiaries may claim that a closing condition in its
favour under such purchase agreement has not been satisfied and
relieves the purchaser of its obligation to complete the sale
transaction.

                About Associated Brands Income Fund

Associated Brands Income Fund (TSX: ABF.UN) --
http://www.associatedbrands.com/-- through its operating   
subsidiaries, is a North American manufacturer and supplier of
private-label dry-blend food products and household products.  
Since beginning operations in 1985, Associated Brands has grown to
become one of the three largest suppliers of a diverse range of
private-label dry-blend food products in North America, producing
over eleven million cases annually across multiple product
categories currently sold to 45 of the 50 largest North American
food retailers.

Associated Brands plans to build unitholder value by leveraging
its solid presence in the U.S. private-label market, expanding its
product offerings to current and new customers and adding
additional contract manufacturing business, and through accretive
acquisitions that meet its strict operating and strategic
criteria.


AUBURN MEMORIAL: Files for Bankruptcy in New York
-------------------------------------------------
Auburn Memorial Hospital yesterday filed for chapter 11 protection
with the U.S. Bankruptcy Court for the Northern District of New
York.  Two of the Debtor's affiliates, Auburn Memorial Companies,
Inc., and A.M.H. Properties, Inc., also filed for bankruptcy.

The Ithaca Journal reports that the action was done to address and
resolve the liens recently filed against the Debtor real property
by the Pension Benefit Guaranty Corporation.  The Debtor also
hopes to restructure its obligations owed to certain other
creditors under chapter 11 of the Bankruptcy Code.

According to the Post-Standard, the Debtor has $20 million in
unsecured debt, $13.8 million of which it owes to its employees'
pension system.

Before filing for bankruptcy, the Debtor had initiated a long-term
restructuring plan that aims to guide its operations as well as
provide a framework for the Debtor to emerge as a financially
sound company, the Ithaca Journal relates.

The Ithaca Journal further relates that although it had taken
steps to address financial losses for the fiscal years 2004 to
2006, it accrued debt that weakened its finances and caused recent
cash flow difficulties.

The report also says that First Niagara Bank, Alliance Bank, and
Cayuga Bank have planned to provide debtor-in-possession financing
in order for the Debtor continue its operations while under the
bankruptcy process.

Headquartered in Auburn, New York, Auburn Memorial Hospital --
http://www.auburnhospital.com/-- is a community-focused hospital  
that delivers a full range of acute, outpatient and preventive
care services for Cayuga County and the surrounding Finger Lakes
region of central New York.


AUBURN MEMORIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Auburn Memorial Hospital
        dba Finger Lakes Center of Living
        dba Finger Lakes Medical Care Center
        dba Urgent Medical Care of Skaneateles
        dba Finger Lakes Weight Loss Program
        17 Lansing Street
        Auburn, NY 13021

Bankruptcy Case No.: 07-31126

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Auburn Memorial Companies, Inc.            07-31127
      A.M.H. Properties, Inc.                    07-31129

Type of Business: The Debtor is a community-focused hospital that
                  delivers a full range of acute, outpatient and
                  preventive care services for Cayuga County and
                  the surrounding Finger Lakes region of central
                  New York.  See http://www.auburnhospital.com/

Chapter 11 Petition Date: April 24, 2007

Court: Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtors' Counsel: Stephen A. Donato, Esq.
                  Bond, Schoeneck & King, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8000
                  Fax: (315) 218-8100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

                              Total Assets     Total Debts
                              ------------     -----------
Auburn Memorial Companies,    $4,573,551        $4,866,935
    Inc.

A.M.H. Properties, Inc.       $400,200            $249,831

Auburn Memorial Hospital did not file a list of its 20 largest
unsecured creditors.  Auburn Memorial Companies and A.M.H.
Properties both disclosed that they do not have unsecured
creditors who are not insiders.


AUCTENTIA SLU: Chapter 15 Petition Summary
------------------------------------------
Petitioners: Javier Diaz Galvez
             Benito Aguera Marin

Debtor: Auctentia, S.L.U.
        Madrid, Spain

Case No.: 07-11173

Type of Business: Foreign Representatives for the Debtor's
                  affiliate, Afinsa Bienes Tangibles, S.A.,
                  filed a Chapter 15 petition for Afinsa on
                  March 13, 2007 (Bankr. S.D.N.Y. Case No.
                  07-10675).

Chapter 15 Petition Date: April 24, 2007

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Thomas L. Kent, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                      75 East 55th Street
                      New York, NY 10022
                      Tel: (212) 318-6060
                      Fax: (212) 230-7899

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


BAYONNE MEDICAL: Files for Bankruptcy Protection in New Jersey
--------------------------------------------------------------
Bayonne Medical Center Inc. filed for Chapter 11 protection last
week in the U.S. Bankruptcy Court of New Jersey, seeking to
reorganize its finances while operating in the ordinary course of
business, the Asbury Park Press reports.

Marty Daks of NJBIZ relates that the Court entered an interim
approval of a two-year, $30 million mortgaged-backed financing
package for the hospital from real estate investment trust Kimco
Capital Corp., which will help pay for the hospital's expenses and
employees' salary.

The interim approval is effective until May 15 when the hospital
will request a permanent approval and full release of the funds,
Mr. Daks says.  Acting CEO Daniel A. Kane said that the hospital
will also consider terminating costly leases.

Mr. Kane met with employee union representatives to discuss a
reorganization plan and to save 900 jobs, Asbury Park Press says.

Headquartered in Bayonne, New Jersey, Bayonne Medical Center Inc.
-- http://www.bayonnemedicalcenter.org/-- provides healthcare  
services and operates a medical center.  The company filed for
bankruptcy protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., of Conell Folye LLP, and
Adam C. Rogoff, Esq., of Cooley Godward Kronish LLP, represent the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million and $100 million.


BAYONNE MEDICAL: Organizational Meeting Scheduled for May 2
-----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Bayonne Medical Center's chapter 11 case at
11:00 a.m., on May 2, 2007, at the U.S. Trustee's Office, Room
1401, 14th Floor, in Newark, New Jersey.

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

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

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

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

                     About Bayonne Medical

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare  
services and operates a medical center.  The company filed for
Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., at Connell Foley LLP, and
Adam C. Rogoff, Esq., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.


BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Bear Stearns
Commercial Mortgage Securities Trust 2004-PWR5, Commercial
Mortgage Pass-Through Certificates, Series 2004-PWR5 as:

    - Class A-1, $45,074,443, affirmed at Aaa
    - Class A-2, $156,000,000, affirmed at Aaa
    - Class A-3, $134,000,000, affirmed at Aaa
    - Class A-4, $100,000,000, affirmed at Aaa
    - Class A-5, $579,079,000, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class X-2, Notional, affirmed at Aaa
    - Class B, $29,291,000, affirmed at Aa2
    - Class C, $9,250,000, affirmed at Aa3
    - Class D, $20,042,000, affirmed at A2
    - Class E, $13,875,000, affirmed at A3
    - Class F, $15,416,000, affirmed at Baa1
    - Class G, $9,250,000, affirmed at Baa2
    - Class H, $18,500,000, affirmed at Baa3
    - Class J, $4,625,000, affirmed at Ba1
    - Class K, $4,625,000, affirmed at Ba2
    - Class L, $6,167,000, affirmed at Ba3
    - Class M, $4,625,000, affirmed at B1
    - Class N, $4,625,000, affirmed at B2
    - Class P, $3,083,000, affirmed at B3

As of the April 11, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.0%
to $1.17 billion from $1.23 billion at securitization.  The
Certificates are collateralized by 129 mortgage loans.  The loans
range in size from less than 1.0% to 6.3% of the pool, with the
top 10 loans representing 37.5% of the pool.  The pool includes
seven shadow rated loans, representing 14.2% of the outstanding
loan balance.  Four loans, representing 11.4% of the pool, have
defeased.  There have been no loans liquidated from the trust.
Currently there are no loans in special servicing.  Fourteen
loans, representing 7.4% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 97.0% and 64.0%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 85.6%, compared to 89.9% at securitization.

The largest shadow rated loan is the Reisterstown Plaza Loan
($49.6 million - 4.2%), which is secured by a 792,000 square foot
community shopping center located in Baltimore, Maryland.  The
loan is interest only during its full term.  The loan is shadow
rated Baa3, the same as at securitization.

The second largest shadow rated loan is the World Apparel Center
Loan ($37.2 million - 3.2%) which represents a 17.0% participation
interest in a $219.0 million first mortgage loan.  The loan is
secured by a 1.1 million square foot, 40-story Class A office
building located in the Times Square submarket of New York City.  
As of September 2006 occupancy was 95.0%, compared to 97.9% at
securitization.  The loan is interest-only for the first 36 months
of its term, converting to a 360-month amortization schedule
thereafter.  Moody's current shadow rating is A2, the same as at
securitization.

The third largest shadow rated loan is the Fullerton Metrocenter
Loan ($28.0 million - 2.4%), which is secured by a 242,080 square
foot grocery anchored retail center located in Fullerton,
California, approximately 30 miles east of Los Angeles.  The loan
is interest only for its full term.  Moody's current shadow rating
is Baa2, the same as at securitization.

The fourth largest shadow rated loan is the New Castle Marketplace
Loan ($14.1 million - 1.2%), which is secured by a 300,000 square
foot retail center located in New Castle, Delaware, approximately
17 miles south of Wilmington.  Moody's current shadow rating is
Aaa, the same as at securitization.

The fifth largest shadow rated loan is the Palmetto Business Park
Loan ($14.0 million -- 1.2%), which is secured by a 493,000 square
foot industrial property located in Palmetto, Florida,
approximately 24 miles south of St. Petersburg.  Moody's current
shadow rating is A2, the same as at securitization.

The sixth largest shadow rated loan is the Monticello Mall Loan
($13.3 million - 1.1%), which is secured by a 226,000 square foot
retail property in Monticello, New York.  Performance has
deteriorated due to higher expenses.  The loan is on the master
servicer's watchlist due to deferred maintenance.  The loan is
interest only for its entire term.  Moody's current shadow rating
is Baa3 compared to Baa2 at securitization.

The seventh largest shadow rated loan is the New Hampshire Tower
Loan ($10.2 million - 0.9%), which is secured by a 207,000 square
foot office property located in Manchester, New Hampshire.  The
loan fully amortizes.  Moody's current shadow rating is Aa3, the
same as at securitization.

The three largest conduit loans represent 32.5% of the pool.  The
largest conduit loan is the 2941 Fairview Park Drive Loan ($73.3
million - 6.3%), which is secured by a 352,583 square foot office
property located in Falls Church, Virginia.  Moody's LTV is 94.0%,
compared to 94.9% at securitization.

The second largest conduit loan is the Summit Louisville Loan
($54.8 million - 4.7%), which is secured by a 341,213 square foot
anchored retail property located in Louisville, Kentucky.  The
loan is interest only for its entire term. Moody's LTV is 84.4%,
compared to 86.6% at securitization.

The third largest conduit loan is the Lincoln Square Loan ($49.0
million - 4.2%), which represents a 31.2% pari passu interest in a
$157.4 million first mortgage loan.  The loan is secured by a
404,000 square foot Class A office building located in Washington,
D.C.  Moody's LTV is 93.3%, compared to 94.0% at securitization.


BERRY PLASTICS: Merger Deal Prompts S&P to Hold Junk Credit Rating
------------------------------------------------------------------
Following the merger of Berry Plastics Group Inc. and Covalence
Specialty Materials Holding Corp., Standard & Poor's Ratings
Services took the following rating actions:
     
     -- S&P affirmed its 'B' corporate credit rating on Berry
        Plastics Holding Corp., a wholly owned subsidiary of Berry
        Plastics Group, which is now the obligor of substantially          
        all the company's debt.
     
     -- S&P affirmed the 'B+' senior secured debt rating and '1'
        recovery rating on Berry Plastics Holding's $1.2 billion
        term loan C due 2015.  The working name of the borrower
        had been New Berry Holding at the time the ratings were
        assigned.
     
     -- S&P affirmed the 'CCC+' subordinated debt rating on Berry
        Plastics Holding's $265 million 10.25% senior subordinated
        notes due 2016.  These notes were formerly obligations of
        Covalence Specialty Materials Corp.
     
     -- S&P raised its rating on Berry Plastic Holding's
        $750 million second-priority senior secured notes due 2014
        to 'B-' from 'CCC+' and removed the rating from
        CreditWatch where it had been placed with positive
        implications when the transaction was announced.  The
        recovery rating on these notes has been revised to '3'
        from '4'.
     
     -- S&P withdrew Covalence's corporate credit rating as well
        as the ratings on Berry's and Covalence's former credit
        facilities, which were refinanced.
     
The outlook is stable.  At the time of the merger, total debt was
about $2.7 billion.
      
"The ratings reflect the strength of the merged business and the
potential that the company will improve its highly aggressive
financial profile to acceptable levels within the next couple of
years," said Standard & Poor's credit analyst Liley Mehta.
     
With more than $3.2 billion in annual sales pro forma for the
merger, Berry ranks among the largest packaging companies in North
America, with leading positions in both the rigid and flexible
plastic packaging segments.  While primarily domestic in terms of
geographic coverage, the company boasts an impressive operating
footprint with approximately 65 manufacturing facilities
throughout the U.S., serving an array of end markets and
customers.  The concentration of customers has declined somewhat
through the merger, and the combined administrative and
manufacturing operations will likely present opportunities to
realize synergies.  However, the large scale of the businesses
to be integrated presents meaningful execution risk and operating
uncertainty until tangible progress is achieved.


BISYS GROUP: Earns $14.3 Million in Quarter Ending December 31
--------------------------------------------------------------
BISYS Group Inc. filed its quarterly report on Form 10-Q for the
second quarter of fiscal 2007 ended Dec. 31, 2006.

Consolidated revenues grew to $221.3 million for the quarter,
versus revenues of $207.3 million for the same period last year.  
Income from continuing operations improved from $11.4 million to
$14.4 million year-on-year.  Income from continuing operations
included net interest income of $1.1 million, versus $3.2 million
of net interest expense in the prior year, reflecting reduced net
borrowings, funded by the proceeds from the sale of the
Information Services business in Q3 fiscal 2006.

The company earned $14.3 million in GAAP net income, compared to
net income of $22.3 million in the prior year.  On a pretax
operating basis, the company earned $20.5 million from continuing
operations in Q2 fiscal 2007 compared to $23.2 million for the
same quarter of fiscal year 2006.  Q2 2007 included $3.1 million
in net excess corporate costs including costs related to the
strategic alternatives process, offset by insurance recoveries
received.  Q2 fiscal 2006 included approximately $4.7 million in
excess corporate expenses, including $3.0 million of litigation
expenses, as well as professional fees and severance associated
with the company's restatement process.

Year-to-date fiscal 2007, the company reported pretax operating
earnings of $38.2 million compared to $41.9 million for the same
period of fiscal year 2006.  YTD fiscal 2007 included $6.2 million
in excess corporate expenses primarily related to the strategic
alternatives process, offset by insurance recoveries received.  
YTD fiscal 2006 included approximately $11.2 million in excess
corporate expenses, including $7.3 million of litigation expenses,
as well as professional fees and severance associated with the
company's restatement process.

Year-to-date fiscal 2007, BISYS reported income from continuing
operations of $28.5 million on revenues of $432.8 million compared
to a net income of $21.0 million on revenues of $412.9 million for
fiscal 2006, based largely on reduced interest expense.

Corporate expenses for the quarter were higher than prior year due
to the company-wide retention program for key employees during the
company's strategic options review process.

"We are pleased to be current in our filings and expect to file
the Form 10-Q for our third fiscal quarter in a timely manner in
May," Bob Casale, chairman of the board, interim president, and
acting CEO, commented.  "The strategic review is continuing, and
we appreciate investors' patience as we look to complete the
process.  When this effort reaches its conclusion, we will
announce the outcome."

At Dec. 31, 2006, the company's balance sheet showed total assets
of $1.3 billion and total liabilities of $345.6 million, resulting
in a $976.8 million stockholders' equity.  As of June 30, 2006,
stockholders' equity was $341.6 million.

Headquartered in New York City, The BISYS Group, Inc. (NYSE: BSG)
-- http://www.bisys.com/-- provides outsourcing solutions that  
enable investment firms, insurance companies, and banks to serve
their customers, grow their businesses, and respond to evolving
regulatory requirements.  Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
distributes life insurance, commercial property/casualty
insurance, long-term care, disability, and annuity products.  
BISYS' Information Services group provides industry-leading
information processing, imaging, and back-office services to
banks, insurance companies and corporate clients.

                          *     *     *

On Nov. 15, 2006, BISYS entered into a second amendment to its
Credit Agreement dated as of Jan. 3, 2006.  The Amendment amends
the Credit Agreement to, among other things, extend to
Jan. 15, 2007, the time to deliver its Form 10-K for the fiscal
year ended June 30, 2006 and the related compliance certificate
and to also extend the time to deliver its Form 10-Q for the first
and second quarters of fiscal 2007.

The Amendment further allows BISYS to seek an extension in the
Maturity Date of the Credit Agreement from June 30, 2007 to
Dec. 31, 2007, and includes an uncommitted accordion feature that
allows BISYS to request a term loan of up to $50 million under the
Credit Agreement.  SunTrust, or participating lenders if the
credit facility is syndicated, has no obligation to make such term
loan.


BON-TON STORES: Earns $88.4 Million in 4th Quarter Ended Feb. 3
---------------------------------------------------------------
The Bon-Ton Stores Inc. reported net income of $88.4 million,
which included a non-recurring state tax benefit of $4.1 million,
for the fourth quarter ended Feb. 3, 2007, compared to net income
of $38.2 million, for the fourth quarter ended Jan. 28, 2006.

For fiscal 2006, the company reported net income of $46.9 million
compared to net income of $26 million for the prior year.  Net
income in fiscal 2006 was positively impacted by a non-recurring
state tax adjustment of $4.1 million, and negatively impacted by
severance costs incurred in connection with the closing of the
Carson Pirie Scott State Street store of approximately
$2.4 million on a pre-tax basis.

Fiscal 2006 net income include the results of the Northern
Department Store Group from March 5, 2006, the effective date of
its acquisition from Saks Incorporated, and the results of five
Parisian store locations from Oct. 29, 2006, the effective date of
their acquisition from Belk Inc.

Bud Bergren, president and chief Executive Officer, commented, "We
are pleased with our fourth quarter and fiscal 2006 results, and I
am extremely proud of the team that came together on
March 6, 2006, and what they accomplished as we integrated the
Bon-Ton and Carson's operations.  Along with achieving our
earnings goals for fiscal 2006, we succeeded in meeting key
milestones during the fourth quarter and throughout the year."

Mr. Bergren added, "Our accomplishments in 2006 position us well
to achieve our 2007 goals.  This is just the beginning of
realizing the potential benefits we can achieve as we begin the
second year as a bigger, smarter, stronger company which strives
to exceed the expectations of our customers, associates and
shareholders."

For the fourth quarter of fiscal 2006, total sales increased 169%
to $1.2 billion compared to $464.6 million for the prior year
period.  Fourth quarter sales include $805.7 million from Carson's
and Parisian stores.  Bon-Ton comparable store sales for the
thirteen weeks ended Jan. 27, 2007, decreased 5.6% compared to the
prior year thirteen-week period.

Fiscal 2006 total sales increased 161% to $3.4 billion, compared
to $1.3 billion for the prior year period.  Fiscal 2006 sales
include $2.1 billion from Carson's stores and Parisian stores.
Bon-Ton comparable store sales for the fifty-two week period ended
Jan. 27, 2007, decreased 2.7% compared to the prior year fifty-two
week period.
     
Other income increased $21.6 million to $35.9 million in the
fourth quarter of fiscal 2006, compared to $14.3 million in the
prior year period, primarily due to the inclusion of the Carson's
operations in the fourth quarter of fiscal 2006.  For the fifty-
three weeks ended Feb. 3, 2007, other income increased
$73.1 million to $93.5 million, compared to $20.4 million in the
prior year fifty-two week period, primarily due to the inclusion
of the Carson's operations for 11 months of fiscal 2006 and credit
card revenues having been reflected as an offset to selling,
general and administrative expenses through the third quarter in
the prior year.

In the fourth quarter of fiscal 2006, gross margin dollars
increased $305.1 million compared to the prior year period.  The
gross margin rate increased 1.0 percentage point, to 38.3% of net
sales, as compared to 37.3% reported in the prior year period.
Fiscal 2006 gross margin dollars increased $778.5 million compared
to the prior year period.  The fiscal 2006 gross margin rate
increased 0.9 percentage point to 37.0% of net sales, as compared
to 36.1% reported in the prior year period.

EBITDA, defined as net income before interest, income taxes,
depreciation and amortization, increased $123.2 million in the
fourth quarter of fiscal 2006 to $189.3 million compared to
$66.2 million in the fourth quarter of fiscal 2005.  Fiscal 2006
EBITDA increased $202.3 million to $280.6 million compared to
$78.3 million in the prior year period.

Depreciation and amortization expense in the fourth quarter of
fiscal 2006 increased $23.7 million to $30.2 million compared to
$6.6 million in the prior year period.  Fiscal 2006 depreciation
and amortization expense increased $78.8 million to $106.9 million
compared to $28.1 million in the prior year period.  Depreciation
and amortization in the fourth quarter and fiscal 2006 reflects
the impact of purchase accounting for the acquired Carson's
operations.  Fiscal 2006 includes a charge of approximately
$3 million to reduce the value of duplicate and impaired assets.

Interest expense, net, in the fourth quarter of fiscal 2006
increased $25.7 million to $28.1 million compared to $2.3 million
in the prior year period.  Fiscal 2006 interest expense, net,
increased $95.1 million to $107.1 million compared to
$12.1 million in the prior year period.  In the first quarter of
fiscal 2006, the company recorded a charge of $6.8 million
reflecting the write-off of fees associated with a bridge facility
and the early payoff of the company's previous debt.

At Feb. 3, 2007, the company's balance sheet showed $2.1 billion
in total assets, $1.8 billion in total liabilities, and
$346.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 3, 2007, are available for free
at http://researcharchives.com/t/s?1dc0

                     About The Bon-Ton Stores

The Bon-Ton Stores Inc. (NasdaqGS: BONT) -- http://www.bonton.com/  
-- operates 280 department stores, which includes eight furniture
galleries in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie
Scott, Elder-Beerman, Herberger's and Younkers nameplates and,
under the Parisian nameplate, two stores in the Detroit area.  The
stores offer a broad assortment of brand-name fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.

                          *     *     *

The Bon-Ton Stores Inc.'s $1 billion senior secured credit
facility carries Fitch's 'B+/RR2' rating.  The company's
$260 million mortgage loan facility carries Fitch's 'B+/RR2'
rating and its $525 million of senior unsecured notes is rated
'CCC/RR6'.  Fitch also rated the company's Issuer default rating
at 'B-'.

Moody's Investors Service's rated the company's $525 million of
senior unsecured guaranteed notes at B2 and Corporate family
rating at B1.


BUCYRUS INT'L: Moody's Rates $825 Million Secured Term Loan at Ba3
------------------------------------------------------------------
Moody's Investors Service confirmed the corporate family rating of
Bucyrus International, Inc. at Ba3.  Moody's also assigned Ba3
ratings to Bucyrus':

    * $400 million revolving credit facility,
    * EUR50 million revolving credit facility, and
    * $825 million secured term loan.

Bucyrus' rating outlook is stable.  This action concludes the
ratings review initiated on December 18, 2006.

The aforementioned credit arrangements will be utilized to finance
the acquisition of DBT GmbH, a subsidiary of RAG Coal
International, for $731 million, primarily in cash, and to
refinance existing debt.  The acquisition significantly transforms
Bucyrus' existing operations, as revenues will increase
approximately 160% over Bucyrus' 2006 sales.  DBT's product line
and its geographic footprint will facilitate Bucyrus' expansion
into markets in which its presence is currently non-existent or
minimal.  Furthermore, the acquisition of DBT's underground mining
machinery product lines enables Bucyrus to become a more
diversified entity.  Historically, Bucyrus' operations focused on
the above-ground mining sector.  Coupled with the opportunities
for synergies and the existing mining and metals upcycle, the
combined entity should experience several years of solid sales and
bookings of original equipment and aftermarket parts, high factory
utilization, higher margins, and healthy operating cash flow.

Moody's estimates that on a pro forma basis at December 31, 2006,
Bucyrus' Debt/EBITDA will be approximately 3.4x, the highest it
has been since 2003.  However, Moody's ratings anticipate that
Bucyrus will use its strong cash flow in the current upcycle to
reduce debt fairly quickly.

During 2006, in response to strong demand, Bucyrus commenced a
$112 million three-phase expansion of its South Milwaukee
manufacturing operations.  The first two phases are essentially
completed and the third phase is expected to be completed by the
first quarter of 2008.  The remaining capex for the expansion is
approximately $50-60 million.  Moody's believes that operating
cash flow will fund much of the expansion capex but the expansion
capex will limit debt reduction in 2007.  The expansion will
enable Bucyrus to maintain, if not increase, OE market share in
the current upcycle.  While metal and commodity demand are
notoriously cyclical, Moody's expects demand among the key
commodities that drive Bucyrus' results -- coal, copper, oil sands
and iron ore -- will remain strong for at least several years and
propel higher levels of both OE and aftermarket sales of mining
machine sales.  Bucyrus' ratings are supported throughout the
cycle by its high proportion of sales, historically approximately
70%, of aftermarket parts and services sales, which tend to be
more stable than OE sales and which help keep the company's
installed base of machines producing at maximum efficiency.  With
the acquisition of DBT, Bucyrus' installed base will increase
proportionally, allowing the company to continue its strategy of
minimizing sales volatility by providing aftermarket parts and
services to its installed base.

These ratings are associated with this rating action:

Rating confirmed:

    * Corporate family rating -- Ba3
    * Probability of Default Rating -- adjusted to Ba3

Ratings assigned:

    * $400 million five-year revolving credit facility -- Ba3
      (LGD3, 43%)

    * EUR50 million five-year revolving credit facility -- Ba3
      (LGD3, 43%)

    * $825 million seven-year secured term loan -- Ba3 (LGD3, 43%)

Rating Withdrawn:

    * Senior secured revolving credit facility (due 2010) -- Ba1
      (LGD2, 18%)

Bucyrus International is a global manufacturer of electric mining
shovels, walking draglines and rotary blasthole drills and
provides aftermarket replacement parts and services for these
machines.  In 2006, it had sales of $738 million.  Bucyrus is
headquartered in South Milwaukee, Wisconsin.


CADMUS COMMS: Moody's Withdraws Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the Ba3 corporate family rating
of Cadmus Communications Corporation and downgraded the Cadmus
senior subordinated notes rating to B3.

In conjunction with its acquisition of Cadmus, Cenveo Corporation
executed supplemental indentures so that bondholders of both
Cadmus and Cenveo bonds benefit from guarantees from all domestic
subsidiaries of the combined entity and are equally subordinate to
all senior debt.

As such, Moody's views the Cadmus bonds as pari passu with the B3
rated Cenveo senior subordinate bonds.  Cenveo offered to purchase
the $125 million outstanding Cadmus senior subordinated notes.

However, the majority of bondholders did not tender, and
approximately $105 million of these bonds remain outstanding.

Moody's is also revising the LGD assessments to reflect the
capital structure following this redemption.

The outlook remains negative.

Cadmus Communications Corporation

    - Senior Subordinated Bond Downgraded to B3, LGD5 84%, from B1
    - Ba3 Corporate Family Rating Withdrawn
    - Ba3 Probability of Default Rating Withdrawn

Cenveo Corporation

    - B1 Corporate Family Rating Affirmed
    - Senior Subordinated Bond, Affirmed B3, LGD5 84%
    - Senior Secured Bank Credit Facility, Affirmed Ba3, LGD3 31%
    - Outlook Negative

Headquartered in Stamford, Connecticut, Cenveo Corporation is a
leading provider of envelopes, offset and digital printing
services, and printed office products.  Pro forma for its
acquisition of Cadmus (closed in March 2007), annual revenue is
approximately $2 billion.


CENVEO CORP: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service withdrew the Ba3 corporate family rating
of Cadmus Communications Corporation and downgraded the Cadmus
senior subordinated notes rating to B3.

In conjunction with its acquisition of Cadmus, Cenveo Corporation
executed supplemental indentures so that bondholders of both
Cadmus and Cenveo bonds benefit from guarantees from all domestic
subsidiaries of the combined entity and are equally subordinate to
all senior debt.

As such, Moody's views the Cadmus bonds as pari passu with the B3
rated Cenveo senior subordinate bonds.  Cenveo offered to purchase
the $125 million outstanding Cadmus senior subordinated notes.

However, the majority of bondholders did not tender, and
approximately $105 million of these bonds remain outstanding.

Moody's is also revising the LGD assessments to reflect the
capital structure following this redemption.

The outlook remains negative.

Cadmus Communications Corporation

    - Senior Subordinated Bond Downgraded to B3, LGD5 84%, from B1
    - Ba3 Corporate Family Rating Withdrawn
    - Ba3 Probability of Default Rating Withdrawn

Cenveo Corporation

    - B1 Corporate Family Rating Affirmed
    - Senior Subordinated Bond, Affirmed B3, LGD5 84%
    - Senior Secured Bank Credit Facility, Affirmed Ba3, LGD3 31%
    - Outlook Negative

Headquartered in Stamford, Connecticut, Cenveo Corporation is a
leading provider of envelopes, offset and digital printing
services, and printed office products.  Pro forma for its
acquisition of Cadmus (closed in March 2007), annual revenue is
approximately $2 billion.


CET SERVICES: Recurring Losses Prompt AMEX to Delist Common Stock
-----------------------------------------------------------------  
CET Services Inc. has received notice from the American Stock
Exchange advising the company that it intends to file a delisting
application with the Securities and Exchange Commission to remove
CET's common stock from the exchange, because the company is not
in compliance with the continued listing standards outlined in
Section 1003(a)(ii) of the AMEX Company Guide in that the company
had stockholders' equity of less than $4 million and losses from
continuing operations or net losses in three out of its four
recent fiscal years.

Following a review of the company's Annual Report on Form 10-KSB
for the year ended Dec. 31, 2006, AMEX concluded that the company
has not made progress consistent with a plan of compliance
submitted in response to a prior notice from AMEX in October 2005,
and therefore has not demonstrated an ability to regain compliance
by May 1, 2007 as required by the AMEX, in connection with its
acceptance of the plan.  In addition, AMEX stated that the company
has fallen out of compliance with certain additional continued
listing standards.  In particular, AMEX pointed out that the
company is not in compliance with Section 1003(a)(iii) in that it
has shareholders' equity of less than $6 million and losses from
continuing operations and net losses in its five most recent
fiscal years.
    
AMEX also stated that based on its review of the preliminary proxy
statement filed in connection with the proposed merger with Zoi
interactive Technologies Inc., CET will not satisfy the AMEX
initial listing requirements at the time of closing of the merger
and will not be eligible for continued listing on the AMEX.  This
determination was based on the failure to satisfy requirements
relating to the minimum market price per share, minimum market
capitalization and minimum assets and revenues.
    
CET has a limited right to appeal the determination by the AMEX
staff.  If CET desires to appeal the determination it is required
to submit a request for a hearing before a Listing Qualifications
Panel with the AMEX by April 26, 2007.  The company has not yet
decided whether it will appeal the determination.
   
CET has filed a preliminary proxy statement in connection with the
merger agreement with Zoi Interactive Technologies Inc.  
    
CET and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of CET in connection with the merger.  Information regarding the
special interests of these directors and executive officers in the
transaction described herein is included in the preliminary proxy
statement of CET.

                        About CET Services

Headquartered in Centennial, Colorado, CET Services Inc.
(AMEX: ENV) provides environmental consulting, engineering,
remediation, and related construction activities.  It operates in
two segments: water/wastewater construction and management and
residential housing development and construction.  The company  
currently redevelops a project under an agreement with the City of
Westminster, Colorado.  The project includes the purchase of
certain property, the demolition of existing structures,
environmental remediation and construction of 50 new affordable
housing units.

CET Services Inc. reported a net loss of $339,096 on revenue of
$2,980,970 for the year ended Dec. 31, 2006, compared with a net
loss of $396,770 on revenue of $3,223,072 for the year ended
Dec. 31, 2005.

                          *     *     *

GHP Horwath P.C., in Denver, expressed substantial doubt about CET
Services 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 net
losses during 2006 and 2005, and notes payable of $1,410,000 due
in May and June 2007.


CHARMING SHOPPES: S&P Rates Proposed $250 Mil. Senior Bonds at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'BB-' rating to
Bensalem, Pennsylvania-based Charming Shoppes Inc.'s proposed
$250 million convertible senior unsecured bonds due 2014.  
Standard & Poor's has also affirmed Charming Shoppe's existing
ratings, including the 'BB-' corporate credit rating.  The outlook
is stable.

Proceeds from the $250 million convertible bonds will be used to
refund all or a portion of the company's existing $150 million
4.75% senior convertible notes due 2012.  Remaining proceeds will
be used for share repurchases (approximately $140 million) and to
pay the cost of convertible note hedge transactions.  S&P expect
pro forma leverage to increase to about 3.0x with this transaction
from 2.7x, but still consistent with the current rating.  

"The stable outlook anticipates that Charming Shoppes will be able
to maintain credit ratios which are currently better than average
for the rating, given the relatively high business risk,"
explained Standard & Poor's credit analyst Jackie E. Oberoi.  S&P
would consider a positive outlook if the company successfully
grows its catalog business, which results in stronger cash flow
protection measures (total debt to EBITDA consistently less than
2.8x).


COMPLETE RETREATS: Court Extends Plan-Filing Period to May 31
-------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut further extended the exclusive period of
Complete Retreats LLC and its debtor-affiliates to:

   (a) file a Chapter 11 plan through and including May 31, 2007;
       and

   (b) solicit votes on that plan through and including July 31,
       2007.

As reported in the Troubled Company Reporter on March 29, 2007,
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
asserted that an extension of the Exclusive Periods is justified
by the progress the Debtors have made in their Chapter 11 cases
and in attempting to formulate and develop an exit strategy.

Since filing for bankruptcy, the Debtors have made significant
progress toward stabilizing their business operations, Mr. Daman
averred.  Among others, the Debtors have been successful in
obtaining a replacement DIP financing facility from Ableco
Finance, LLC.  The Debtors have also conducted numerous
depositions and interrogatories on certain employees and other
parties.  Most importantly, Mr. Daman noted, the Debtors have
sought and obtained the Court's approval to sell substantially
all of their assets for $98,000,000 to Ultimate Resort, LLC.

An extension, Mr. Daman explained, will also afford the Debtors
time to:

   (1) close a Global Asset Sale;

   (2) continue to sell properties not included in the Asset
       Sale; and

   (3) finalize discussions and negotiations with the Official
       Committee of Unsecured Creditors regarding a consensual
       liquidating plan of reorganization and the appropriate
       procedure to wind-down the Debtors' estates and affairs.

The Debtors are hopeful that they will finalize and file a
consensual reorganization plan prior to May 31, 2007.

"Extending the Exclusive Periods is also warranted because the
Debtors have generally been paying their postpetition debts as
they become due," Mr. Daman told the Court.

Mr. Daman also reminded the Court that the Debtors' cases are
large and complex with more than 60 Debtors, and $130,000,000 in
total consolidated assets and $400,000,000 in total consolidated
debts as of the Petition Date.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/     
or 215/945-7000).


COMPLETE RETREATS: Wants Removal of Action Period Moved to July 19
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to further extend
the time by which they may remove state court proceedings, through
and including July 19, 2007.

When the Debtors filed for bankruptcy, they were party to
approximately 21 state court proceedings.  The Debtors, though,
have not completed a thorough review of those proceedings to
determine whether any individual actions should be removed under
Rule 9027(a) of the Federal Rules of Bankruptcy Procedure, Jeffrey
K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut, tells
the Court.

The Debtors' cases are complex and the Debtors have focused
primarily on stabilizing their business, addressing various
creditor concerns; working on closing the sale of their assets to
to Ultimate Resort, LLC, and preparing a liquidating plan and
disclosure statement, Mr. Daman relates.  Moreover, in the last
few month, the Debtors have begun investigating and commencing
adversary proceedings against various parties.

An extension of Removal Period will afford the Debtors sufficient
opportunity to assess whether the Proceedings, and any others,
can and should be removed, and will consequently protect the
Debtors' valuable right to adjudicate lawsuits pursuant to
Section 1452, Mr. Daman avers.

The Debtors' adversaries will not be prejudiced by an extension,
as they may not prosecute actions absent relief from the
automatic stay, Mr. Daman points out.  Furthermore, an extension
will not prejudice any party to a proceeding that the Debtors
seek to remove from pursuing a remand pursuant to Section
1452(b), Mr. Daman adds.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000).


CONSECO INC: Edward Bonach to Succeed Eugene Bullis as CFO
----------------------------------------------------------
Edward J. Bonach, FSA, MAAA, will become executive vice president
and chief financial officer of Conseco Inc., effective May 10,
2007, succeeding Eugene M. Bullis, who is retiring.

"Ed Bonach is one of the most able financial executives in our
industry," Conseco CEO C. James Prieur said.  "He brings to
Conseco a wealth of experience as a chief actuary, as a business
leader, and as a CFO.  He has a strong record of achievement and
leadership, and we are very happy to welcome him to our management
team.

"At the same time," Mr. Prieur said, "we congratulate Gene Bullis
on his well- earned retirement, and we thank him for his many
contributions to Conseco.  Gene was a pillar of strength during
the company's reorganization and emergence from bankruptcy."

"Conseco has made real progress toward its goal of becoming a pre-
eminent provider of life and health insurance to America's working
families," Mr. Bonach said, "and I'm delighted to have the
opportunity to help Conseco realize its potential, strategically
partnering with Jim Prieur and the leadership team."  Mr. Bonach
will be responsible for the actuarial and finance areas and will
report to Mr. Prieur.

Mr. Bonach joins Conseco from National Life Group, where he was
executive vice president and chief financial officer.  Before
joining National Life in 2002, he was with Allianz Life for 23
years, where his positions included President - Reinsurance
Division and chief financial officer.  Mr. Bonach holds a B.A.
degree (cum laude) in mathematics from St. Johns University,
Collegeville, Minnesota.

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE:CNO) --
http://www.conseco.com/-- is a holding company for a group of   
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance
products.

The company operates in two segments, Bankers Life and Conseco
Insurance Group, and a third segment comprised of businesses in
run-off, which includes blocks of business that the company no
longer markets or underwrites and are managed separately from its
other businesses. The company also has a corporate segment  which
consists of holding company activities and certain noninsurance
company businesses that are not related to its operating segments.

                          *      *      *

Fitch Rating affirmed the BB+ Issuer Default rating, the BBB-
Senior secured debt, and BB- Preferred stock rating of Conseco
Inc. in November 2006.


CRAFT NO. 1: Moody's Junks Rating on Class C and D Notes
--------------------------------------------------------
Moody's Investors Service has downgraded two classes of notes and
two classes of certificates issued by CRAFT No. 1 Trust 1998-A.

The securities were issued by CRAFT, a Delaware statutory trust,
in April 1998.

The complete rating action is:

Issuer: CRAFT No. 1 Trust 1998-A

    * Class A Floating Rate Notes due May 15, 2020, downgraded to
      Baa3 from A1;

    * Class B Floating Rate Notes due May 15, 2020, downgraded to
      B3 from Baa1;

    * Class C Fixed Rate Certificates due May 15, 2020, downgraded
      to Caa2 from Ba2;

    * Class D Fixed Rate Certificates due May 15, 2020, downgraded
      to Caa3 from B2.

The CRAFT transaction is backed by lease cashflows and aircraft
values associated with a portfolio of 59 Bombardier Dash 8 and CRJ
aircraft.  In the wake of airline bankruptcies, a number of
aircraft in the CRAFT portfolio came off their original finance
leases, and many aircraft in the portfolio have spent varying
periods of time off-lease, which lowered leasing revenues and
slowed amortization.  This month, the Contingency Reserve Account,
which supported expenses associated with the off-lease aircraft,
was depleted, and further expenses associated with these aircraft
(including placement, refurbishment, and so on) will be paid at
the top of the waterfall.

In addition to the aforementioned factors, potential increased
risk to the transaction stems from the increasing proportion of
operating leases in the portfolio, which may be subject to
uncertainty in future lease rates as well as potential remarketing
expenses, as opposed to full payout finance leases and loans.  
Additionally, recent sale prices for the CRJ aircraft have been
roughly 25-40% lower than the appraised base values, in part due
to the "as is" nature of the sales (whereby purchaser bears
refurbishment costs), and in part to current market prices being
less than appraisal base values.

Bombardier, as Servicer on behalf of CRAFT, has remarketed most of
the off-lease aircraft.  In the last year, four CRJs have been
sold, five CRJs have been placed into operating leases, and one
CRJ has been placed in a U.S. leveraged lease.  In addition, three
Dash 8 aircraft recently off lease from a North American carrier
have been delivered to a South American carrier, and six more will
be delivered to the same in coming months, on operating lease.  
Six CRJ aircraft remain on the ground, with one slated for
delivery in conjunction with a signed operating lease commitment,
and the others are being marketed with likely sales proceeds and
conditions to be similar to those related to the recent CRJ sales.


CREDIT SUISSE: Fitch Junks Rating on Four Class Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Credit Suisse
First Boston Home Equity Asset Trust transactions:

CSFB Home Equity Asset Trust, series 2002-4

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

CSFB Home Equity Asset Trust, series 2002-5

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

CSFB Home Equity Asset Trust, series 2003-1

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A+';
    -- Class M-3 affirmed at 'A';
    -- Class B-1 downgraded to 'BBB' from 'BBB+';
    -- Class B-2 downgraded to 'B' from 'BB';
    -- Class B-3 downgraded to 'C' from 'B+', and assigned a
         Distressed Recovery rating of DR5.

CSFB Home Equity Asset Trust, series 2003-2

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'A-' from 'A+';
    -- Class M-3 downgraded to 'BBB-' from 'A';
    -- Class B-1 downgraded to 'B' from 'BB+';
    -- Class B-2 downgraded to 'C' from 'B', and assigned a
        Distressed Recovery rating of DR5.

CSFB Home Equity Asset Trust, series 2003-3

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

CSFB Home Equity Asset Trust, series 2003-4

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

CSFB Home Equity Asset Trust, series 2003-5

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 downgraded to 'A-' from 'A';
    -- Class M-3 downgraded to 'BBB-' from 'A-';
    -- Class B-1 downgraded to 'BB' from 'BBB+';
    -- Class B-2 downgraded to 'B' from 'BB';
    -- Class B-3 downgraded to 'C' from 'B+', and assigned a
         Distressed Recovery rating of DR6.

CSFB Home Equity Asset Trust, series 2003-6

    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'A';
    -- Class M-3 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 downgraded to 'BB' from 'BBB-';
    -- Class B-3 downgraded to 'C' from 'BB-', and assigned a
         Distressed Recovery rating of DR4.

CSFB Home Equity Asset Trust, series 2003-7

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

CSFB Home Equity Asset Trust, series 2003-8

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

CSFB Home Equity Asset Trust, Series 2004-1

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

CSFB Home Equity Asset Trust, Series 2004-2

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

CSFB Home Equity Asset Trust, Series 2004-3

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

CSFB Home Equity Asset 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 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-'.

CSFB Home Equity Asset Trust, 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 B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-'.

CSFB Home Equity Asset Trust, Series 2004-6

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

CSFB Home Equity Asset Trust, Series 2004-7

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

CSFB Home Equity Asset Trust, 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 B-1 affirmed at 'A-';
    -- Class B-2 affirmed at 'BBB+';
    -- Class B-3 affirmed at 'BBB';
    -- Class B-4 affirmed at 'BBB-'.

The collateral of the above transactions consists of first and
second lien fixed-rate and adjustable-rate subprime mortgage
loans.  As of the March 2007 distribution date, the transactions
are seasoned from a range of 26 to 56 months, and the pool factors
(current collateral balance as a percentage of original collateral
balance) range from approximately 6% to 29%.  All of the mortgage
loans were purchased by an affiliate of the depositor from various
sellers in secondary market transactions.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$2.151 billion of outstanding certificates.

The classes with negative rating actions reflect the deterioration
in the relationship of CE to future loss expectations and affect
approximately $165.995 million of outstanding certificates.  All
of the affected transactions have pool factors below 15%.  The
HEAT 2002 and 2003 vintage collateral pools have generally
experienced faster prepayments than the industry average due to
higher than average ARM and California concentrations.  The fast
prepayments and rising interest rates have reduced the excess
spread available to cover losses while adverse selection in the
remaining pool has resulted in rising delinquency and loss rates.  
As a result, monthly losses are generally exceeding excess spread
resulting in overcollateralization amounts below their target
amounts.

The mortgage loans are being serviced by various entities which
include Ocwen Financial Corp. ('RPS2' rated by Fitch), Wells Fargo
Home Mortgage, Inc. ('RPS1'), Chase Home Finance, LLC ('RPS1') and
Select Portfolio Servicing, Inc. ('RPS2').  The depositor is
Credit Suisse First Boston Mortgage Securities Corp.

Fitch will continue to closely monitor the above transactions.


CRUM & FORSTER: S&P Assigns BB Rating on $300 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured debt rating to Crum & Forster Holdings Corp.'s
(BB/Negative/--; C&F) $300 million senior notes issuance due 2017.
     
The new debt issuance is expected to pay down the existing senior
notes outstanding of $300 million due 2013 and therefore leverage
figures are not expected to change materially.  At year-end 2006,
C&F's standalone debt-to-capital ratio was 21%.  However, the new
issuance is expected to have a longer maturity and a lower
interest rate.  The interest rate on the existing notes is
10.375%.  As a nonpublic company, core to its parent Fairfax
Financial Holdings Ltd., C&F's financial flexibility is limited.
      
"The rating reflects C&F's historical utilization of finite
reinsurance and past reserve charges, a significant portion of
which were related to latent asbestos reserves," explained
Standard & Poor's credit analyst Damien Magarelli.  The company is
also retaining more property risk, which could increase earnings
and capital volatility.  "Offsetting these negative factors are
good capitalization, a good competitive position, and improving
earnings," Mr. Magarelli added.
     
As a core company within FFH, C&F's outlook is directly linked to
FFH and is based on the view that the qualitative factors of
governance, accounting control, and enterprise risk management are
negative at this time and support the negative outlook.  However,
FFH's earnings in 2006 were strong.  FFH maintains a good
competitive position, and expectations published in the July
2006 CreditWatch report have been met.  Prospectively, FFH is
expected to improve its governance, accounting control, and ERM.

Since its CreditWatch in July 2006, FFH has made improvements and
started enhancing some risk controls, but the effectiveness and
implementation of all these governance and risk control
initiatives remain unproven in the near term.  Standard & Poor's
Ratings Services expects these issues will be addressed in 2007.  
From a governance perspective, we believe FFH's corporate
governance has reduced the effectiveness of the Board at
identifying and actively addressing emerging issues, and has
limited its focus on operational risk controls.  Risk control
weaknesses are being addressed but are largely within the
accounting function and contributed to the restatement.

A downgrade is possible if FFH is unable to further improve its
governance oversight, accounting risk controls, and overall risk
management by October 2007.  A revision to a stable outlook is
possible if FFH meets these expectations, along with underwriting
profits and a combined ratio of less than 100% at the consolidated
continuing operations, if reserve charges are within expectations,
the capital ratio is consistent with the rating, and as long as
holding company cash is maintained at more than $250 million.


CVS CORP: Balks at Backdating Charges Against 2 Caremark Directors
------------------------------------------------------------------
CVS/Caremark Corporation strenuously disagrees with the position
taken by a group purporting to represent certain union pension
funds urging CVS/Caremark shareholders to withhold their vote from
two directors recommended for election at CVS/Caremark's
shareholder meeting.

"We are looking forward to working with Roger Headrick and Lance
Piccolo as members of the CVS/Caremark Board," Tom Ryan, President
and Chief Executive Officer of CVS/Caremark Corporation, said.  
"Both of these individuals have substantial industry experience
and expertise.  They have overseen prior large and successful
Caremark acquisitions, which should prove invaluable to
CVS/Caremark as we move forward in integrating our retail,
pharmacy benefit management and specialty pharmacy businesses."

It is also important to note that Mr. Headrick and Mr. Piccolo
were members of the Caremark board during a period of outstanding
performance by that company, which resulted in tremendous
shareholder value creation.  In addition, the merger process
overseen by the Caremark Board resulted in an overwhelming vote
(73% of those voting) for the merger.

In regard to the issue of stock option grants, Caremark has
undertaken and completed a review of its granting practices,
including options granted to directors, and concluded that these
practices were entirely appropriate.

Furthermore, any allegation that Caremark directors received any
special protection against backdating as a result of the merger
with CVS is simply not true.  While as part of the merger
agreement Caremark directors and officers received contractual
assurance of standard Directors and Officers insurance, this is
usual for almost all companies.  This same type of insurance
applied to both Caremark and CVS directors separately before the
merger.

"We're very excited about the prospects for our new company," Mr.
Ryan said.  "CVS/Caremark will create significant shareholder
value while transforming the delivery of health care and providing
significant benefits to employers, health plans and consumers."

                        About CVS/Caremark

CVS/Caremark Corporation -- http://www.cvs.com/-- fka CVS  
Corporation operates in the retail drugstore industry in the
United States.  As of Dec. 30, 2006, it operated 6,202 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  It has two segments: Retail Pharmacy and Pharmacy
Benefit Management.  It sells prescription drugs and an assortment
of general merchandise, including over-the-counter drugs, beauty
products and cosmetics, film and photo finishing services,
seasonal merchandise, greeting cards and convenience foods,
through its CVS/pharmacy retail stores.  The PBM business provides
a range of prescription benefit management services to managed
care and other organizations.

On June 2, 2006, it acquired approximately 700 standalone
drugstores and a distribution center (collectively, the Standalone
Drug Business) from Albertson's, Inc.  In March 2007, CVS
Corporation completed the acquisition of Caremark Rx Inc.  The
combined company is named CVS/Caremark Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2007,
Moody's Investors Service confirmed the Ba1 rating of CVS Corp.'s
$125 million Series A-2 lease obligations.


DAIMLERCHRYSLER AG: Unions Remain Opposed to Chrysler Sale
----------------------------------------------------------
Representatives from the United Auto Workers, the Canadian Auto
Workers and IG Metall unions reiterated their opposition to
DaimlerChrysler AG's plan to sell Chrysler Group, especially if
private equity groups take over, Gina Chon reports for The Wall
Street Journal.

The union leaders said "it made absolute sense to hold on to
Chrysler" in the wake of a restructuring plan and new product
launches as they made their case during a meeting in Germany with
DaimlerChrysler Chief Executive Dieter Zetsche, the WSJ states.

However, Ms. Chon notes that the labor representatives learned
nothing new about the looming sale as Dr. Zetsche repeated what he
has said publicly: The company is talking to potential partners
and all options were on the table.

The TCR-Europe reported on April 24 that UAW members, who have
proposed a 70% employee-stock-ownership plan for Chrysler, met
with representatives of billionaire investor Kirk Kerkorian's
Tracinda Corp., which has submitted a US$4.5 billion bid for the
U.S. unit.

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.


DELUXE ENTERTAINMENT: S&P Rates Proposed $845MM Facilities at 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to an aggregate $845 million in credit facilities
proposed by motion picture services company Deluxe Entertainment
Services Group Inc.  At the same time, S&P affirmed the corporate
credit rating on the company at 'B' and the outlook at stable.
     
The 'B' bank loan rating, at the same level as the corporate
credit rating on Los Angeles-based Deluxe, and '3' recovery rating
on the company's proposed $735 million first-lien credit
facilities indicate the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  

At the same time, S&P assigned a 'CCC+' bank loan rating, two
notches below the corporate credit rating on Deluxe, and '5'
recovery rating to the company's proposed $110 million second-lien
term loan due 2013, indicating the expectation for negligible (0%-
25%) recovery of principal in the event of a payment default.  
Proceeds from the proposed transactions will be used to
refinancing existing debt, to pay a $132 million dividend, and to
meet general
corporate needs.
     
The ratings on Deluxe reflect the company's significant exposure
to wide adoption of digital projection, dependence on several
large movie studios, likelihood for future advance payments to
movie studios to secure contracts, and aggressive financial policy
as evidenced by the debt-financed dividend.  These factors are
only partially offset by the company's leading market share in
motion picture film processing and duplication, good near-term
growth prospects in its creative services and European film
laboratory businesses, and long-term contracts with movie studios.
      
"Because of the short-term growth potential at its Creative
Services and European film laboratories businesses," said Standard
& Poor's credit analyst Tulip Lim, "Deluxe should be able to
reduce debt over the near term, but longer term prospects are
uncertain."


DOUBLECLICK INC: Moody's Withdraws Ratings on Google's Offer
------------------------------------------------------------
Moody's Investors Service announced the withdrawal of
DoubleClick's ratings following Google Inc.'s recent announcement
of the signing of a definitive agreement to acquire DoubleClick
Inc. for $3.1 billion in cash.  The announcement represents the
culmination of a series of restructuring activities by DoubleClick
management since being taken private in July 2005 by an investor
group including Hellman & Friedman LLC, JMI Equity Fund, LP, and
company management for approximately $1.1 billion including cash,
equity, and approximately $405 million in first and second lien
debt financing.

During this time period, management reduced expenses, made
strategic acquisitions such as Klipmart Corporation, and divested
business lines including the Abacus division.  The sale of the
Abacus division produced approximately $435 million in cash, a
portion of which was subsequently used to pay down all outstanding
balances on the company's first and second lien borrowings.  
Consequently, with no remaining rated debt and the expectation
that the company is unlikely to continue as a standalone entity,
Moody's has withdrawn DoubleClick's remaining ratings including
its corporate family rating.

Headquartered in New York City, New York, DoubleClick Inc. is a
leading provider of technology and services to web publishers,
advertisers and advertising agencies to help manage online
advertising operations, as well as a provider of tools, products
and services to enable direct marketers to optimize their
marketing programs.


ENERGY PARTNERS: Closes Private Placement of $450MM Senior Notes
----------------------------------------------------------------
Energy Partners, Ltd. completed the offering of $450 million
aggregate principal amount of senior unsecured notes, consisting
of $300 million aggregate principal amount of 9-3/4% Senior Notes
due 2014 and $150 million aggregate principal amount of Senior
Floating Rate Notes.  The interest rate on the Senior Floating
Rate Notes for a particular interest period will be an annual rate
equal to the three-month LIBOR as determined on the related
interest determination date plus 5.125%.  Additionally, the
company also has secured a new $300 million revolving credit
facility with an initial availability of $225 million and a
borrowing base of $200 million to replace its existing credit
facility.

The company also stated that it had purchased $143.4 million in
principal amount of its outstanding Senior Notes due 2010 (CUSIP
No. 29270UAC9) all of which had been tendered by the Consent
Payment Deadline on April 9, 2007 pursuant to its cash tender
offer to purchase any and all of the Notes, or approximately 96%
of the Notes outstanding.  The tender offer for the Notes is set
to expire at 5:00 p.m. EDT, on May 3, 2007.  Any other outstanding
Notes may be tendered up until such time.

"We are pleased to have successfully completed our equity tender
offer, debt placement, refinancing of our revolving credit
facility and repurchase of our previously outstanding Notes within
the time frame we initially established," Richard A. Bachmann,
EPL's Chairman and CEO, commented.  "While there are a few items
to be wrapped up, we look forward to focusing our full attention
on our core business including our exciting drilling program."

                Equity Self-Tender Offer Results

EPL also has disclosed the preliminary results of its cash tender
offer to purchase up to 8,700,000 issued and outstanding common
shares at $23 per share, which expired
April 23, 2007, at 5:00 p.m. EDT.

Based on the preliminary count by the depositary for the tender
offer, an aggregate of 38,988,994 shares of EPL common stock were
properly tendered and not withdrawn at a price of $23 per share,
including 6,564,036 shares that were tendered through notice of
guaranteed delivery.  This represents approximately 97% of the
issued and outstanding common shares of EPL.  Based on these
preliminary results, the company expects to purchase 8,700,000
shares in the tender on a pro rata basis pursuant to procedures
specified in EPL's Tender Offer Statement.

The results are preliminary and subject to verification by the
depositary of the proper delivery of the shares validly tendered
and not withdrawn.  Final results will be reported following the
completion of the verification and the proration process.  The
company expects payment for the shares accepted for purchase and
the return of all shares tendered and not accepted for purchase to
occur within one week.

                      About Energy Partners

Based in New Orleans, Louisiana, 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.


EPIX PHARMACEUTICALS: Dec. 31 Balance Sheet Upside-Down by $32MM
----------------------------------------------------------------
As of Dec. 31, 2006, EPIX Pharmaceuticals Inc.'s balance sheet
showed $125,027,492 in total assets and $157,048,773 in total
liabilities, resulting in a $32,021,281 total stockholders'
deficit.

The company incurred $157,393,198 in net loss on $6,040,542 total
revenues for the year ended Dec. 31, 2006, as compared with
$21,268,958 in net loss on $7,189,661 total revenues for the year
ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had cash, cash equivalents and
short-term investments of $30,332,468 and $79,210,430,
respectively, as compared with $72,502,906 and $52,225,590,
respectively, at the end of Dec. 31, 2005.  The company had
$100,000,000 of convertible debt outstanding at Dec. 31, 2006.  
About 32,500,000 million shares of common stock were outstanding.

The decrease in cash, cash equivalents and available-for-sale
marketable securities was primarily attributed to funding of
ongoing operations and a net cash payment of $7,100,000 to former
Predix shareholders in connection with the merger with Predix.  
The company used about $15,000,000 of cash to fund operating
activities for year ended Dec. 31, 2006, as compares with
$24,300,000 to fund operations for the same period in 2005.

The company estimated that cash, cash equivalents and marketable
securities on hand as of Dec. 31, 2006, and anticipated revenue
the company will earn in 2007 and 2008 will fund its operations
through 2008.

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

Key operational goals of the company for 2007 include:

     -- Initiating a Phase 2b trial for PRX-00023 in major
        depression during the first half of 2007;

     -- Obtaining results from a Phase 2a trial of PRX-08066 in
        pulmonary hypertension associated with chronic obstructive
        pulmonary disease in mid-2007;

     -- Obtaining data from a Phase 1b tolerability trial of
        PRX-07034 in mid-2007;

     -- Obtaining results from a Phase 2a trial of PRX-03140 in
        Alzheimer's disease during the second half of 2007; and

     -- Filing a formal appeal with the Center for Drug Evaluation
        and Research (CDER) at the FDA asking the CDER director to
        approve the company's novel blood-pool imaging agent
        Vasovist(TM), a gadofosveset trisodium injection, which is
        approved for marketing in 30 countries outside of the U.S.

                   NASDAQ Delisting Proceedings

The company was notified on April 3, 2007, that it was not in
compliance with NASDAQ listing rules because it failed to timely
file its annual report on Form 10-K with the Securities and
Exchange Commission.  The delay was due to the special committee
investigation conducted on the company.  With the filing of the
company's 2006 annual report on Form 10-K, the company believes it
has returned to full compliance with SEC reporting requirements
and NASDAQ listing requirements.

In addition, although the company's 3% Convertible Senior Notes do
not mature until 2024, note holders may require the company to
repurchase these notes at par, plus accrued and unpaid interest,
on June 15, 2011, 2014 and 2019 and upon certain other designated
events including, but not limited to, the termination of trading
of the company's common stock on the NASDAQ Global Market.

                    About EPIX Pharmaceuticals

EPIX Pharmaceuticals Inc. (NasdaqGM: EPIX), headquartered in
Lexington, Mass. -- http://www.epixmed.com/-- discovers, develops  
and commercializes novel pharmaceutical products to better
diagnose, treat and manage patients.  The company has four
therapeutic product candidates in clinical trials targeting
conditions such as depression, Alzheimer's disease, cardiovascular
disease and obesity.  In addition, the company has two imaging
agents in various stages of clinical development.  Its blood-pool
imaging agent, Vasovist is approved for marketing in the European
Union, Canada, Iceland, Norway, Switzerland and Australia, and is
currently marketed in Europe.  The company also has collaborations
with SmithKline Beecham Corporation, Amgen Inc., Cystic Fibrosis
Foundation Therapeutics Incorporated, and Bayer Schering Pharma
AG, Germany.


EXTENDICARE REAL: Moody's Puts Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family
Rating to Extendicare Real Estate Investment Trust.  Extendicare
is a healthcare REIT and operator that provides skilled nursing
facility care and related services in Canada and the USA.

In November 2006, Extendicare completed a reorganization that
included the spin-off of its assisted living business in the USA,
and its conversion into a Canadian REIT.  Moody's has also
withdrawn the Ba3 Corporate Family Rating of Extendicare Health
Services, Inc., the company's US subsidiary.  Extendicare's rating
outlook is stable.

"Moody's ratings reflect Extendicare's good operating performance,
as the REIT has been successfully shifting its US patient mix to
focus on more profitable, higher acuity Medicare patients," say
Lori Marks, Moody's analyst.  The REIT's leverage is consistent
with its rating category, and fixed charge coverage is solid.  In
addition, Extendicare is well-diversified geographically, with
about one-third of its facilities in Canada and two-thirds in the
USA.  The REIT realizes lower returns from its Canadian
operations; however, this business provides a more stable cash
flow stream, reflecting Canadian health policy.  The stability of
Extendicare's Canadian operations is an important counterbalance
to its US SNF business, which is heavily reliant on government
reimbursement and subject to a higher degree of earnings
volatility.  Moody's also notes that Extendicare's financial
flexibility is limited: most of its assets are encumbered, and its
debt maturities are clustered, with 68% of total debt maturing in
2011.  In addition, Extendicare is also a healthcare operator, and
operates most all of the facilities it owns.  This exposes the
REIT to various contingent and liability risks that other US
healthcare REITs do not have, as well as operational volatility.

Moody's stable rating outlook for Extendicare is based on our
expectation that the REIT will continue its focus on improving
core operations, while demonstrating measured growth on a
leverage-neutral basis.  The stable outlook also assumes that the
REIT will maintain fixed charge coverage above 2.5x, including
rent payments, as a counterbalance to the high amount of potential
earnings volatility.

Moody's stated that upward rating movement would result from
greater property type diversification resulting in a decreased
reliance on US Government reimbursement, secured debt below 30% of
gross assets, and gross assets above C$2.5 billion, without a
material increase in leverage.  Downward rating pressure would
come if fixed charge coverage (EBITDAR/(interest expense + rent
payments)) were to fall below 2.5x, or Net Debt/EBITDA were to
rise above 5.0x.

This rating was assigned with a stable outlook:

Extendicare Real Estate Investment Trust

    -- B1 Corporate Family Rating

This rating was withdrawn:

Extendicare Health Services, Inc.

    -- Ba3 Corporate Family Rating

Extendicare Real Estate Investment Trust (TSX: EXE.UN) is a major
provider of long-term care and related services in North America.  
Through its subsidiaries, Extendicare operates 234 nursing and
assisted living facilities in North America, with capacity for
close to 27,000 residents.  As well, through its operations in the
USA, Extendicare offers medical specialty services such as
subacute care and rehabilitative therapy services, while home
healthcare services are provided in Canada.


FINANCE AMERICA: Fitch Cuts Rating on Class M-9 Certs. to BB-
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Finance America
Mortgage Loan Trust issues:

Series 2004-1

    -- Class A-SIO affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- 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, rated 'BBB+', placed on Rating Watch Negative;
    -- Class M-8, rated 'BBB', placed on Rating Watch Negative.

Series 2004-2

    -- Class M-1 upgraded to 'AAA' from '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 'BBB+';
    -- Class M-8 downgraded to 'BBB-'from 'BBB';
    -- Class M-9 downgraded to 'BB-'from 'BBB-'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $180 million of outstanding certificates, as of the
March 2007 distribution date.  The upgrade of the M-1 class of
series 2004-2 ($22,998,404 outstanding, as of March 2007) reflects
an improvement in the relationship between CE and future expected
losses.  The negative rating actions, affecting approximately
$36 million of outstanding certificates, reflect deterioration of
CE relative to expected future losses.

As of the March 2007 distribution date, the transactions are
seasoned 34 months and 31 months, respectively.  The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) are 14% and 19%, respectively.  The 60+
delinquencies are 23.45% of the current collateral balance for the
series 2004-1.  This includes foreclosures and real estate owned
of 4.16% and 6.09%, respectively.  For the series 2004-2, the 60+
delinquencies are 19.68% of the current collateral balance.  This
number includes foreclosures and REO of 7.78% and 5.76%,
respectively.  Cumulative losses to date on these transactions are
1.48% and 1.01% of respective original collateral balances.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Finance America, LLC.  The
mortgage loans consist of fixed- and adjustable-rate, fully
amortizing and balloon payment mortgage loans and are secured by
first and second liens, primarily on one- to four-family
residential properties.  Aurora Loan Services LLC, (rated 'RMS1-'
for master servicing by Fitch) is the master servicer for the
series 2004-1 transaction.  Litton Loan Servicing LP (rated 'RPS1'
for subprime products) is the servicer for this transaction.
HomeEq Servicing Corporation (rated 'RPS1' for subprime products)
is the servicer for the series 2004-2 transaction.

Fitch will continue to closely monitor these transactions.


FREMONT HOME: DBRS Cuts Rating on S. 2006-B Cl. SL-B1 Certs. to B
-----------------------------------------------------------------
Dominion Bond Rating Service has downgraded three classes and
placed three classes Under Review with Negative Implications from
Fremont Home Loan Trust, Mortgage-Backed Certificates, Series
2006-B.

   * $6,519,000 Mortgage-Backed Certificates, Fremont Series
     2006-B, Class SL-M8 downgraded to BB (high) from BBB

   * $5,811,000 Mortgage-Backed Certificates, Fremont Series
     2006-B, Class SL-M9 downgraded to BB (low) from BBB (low)

   * $6,034,100 Mortgage-Backed Certificates, Fremont Series
     2006-B, Class SL-B1 downgraded to B (low) from BB

These classes were downgraded as a result of the increased 90+
days delinquency pipeline relative to the available level of
credit enhancement.  The mortgage loans consist of fixed rate
mortgage loans that are secured by second liens on residential
properties.

   * $6,9450 Mortgage-Backed Certificates, Fremont Series 2006-
     B, Class SL-M7, currently rated A (low)

   * $6,523,000 Mortgage-Backed Certificates, Series 2006-B,
     Class M-10, currently rated BBB (low)

   * $10,043,000 Mortgage-Backed Certificates, Series 2006-B,
     Class M-11, currently rated BBB (low)

These classes were placed Under Review with Negative Implications
as a result of the increased 90+ day delinquency pipeline relative
to the available level of credit enhancement.


GE COMMERCIAL: Moody's Holds Low-B Ratings on Nine Certificates
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2004-C3 as:

    - Class A-1, $41,084,197, affirmed at Aaa
    - Class A-2, $240,728,000, affirmed at Aaa
    - Class A-3, $221,265,000, affirmed at Aaa
    - Class A-4, $301,331,000, affirmed at Aaa
    - Class A1A, $320,962,324, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class X-2, Notional, affirmed at Aaa
    - Class B, $32,727,000, affirmed at Aa2
    - Class C, $15,502,000, affirmed at Aa3
    - Class D, $27,559,000, affirmed at A2
    - Class E, $15,502,000, affirmed at A3
    - Class F, $15,502,000, affirmed at Baa1
    - Class G, $12,057,000, affirmed at Baa2
    - Class H, $18,947,000 affirmed at Baa3
    - Class J, $6,890,000 affirmed at Ba1
    - Class K, $6,890,000, affirmed at Ba2
    - Class L, $6,890,000, affirmed at Ba3
    - Class M, $5,167,000, affirmed at B1
    - Class N, $5,168,000, affirmed at B2
    - Class SHP-1, $4,976,952, affirmed at Ba2
    - Class SHP-2, $10,428,588, affirmed at Ba3
    - Class SHP-3, $3,378,682, affirmed at B1
    - Class SHP-4, $13,471,182, affirmed at B1

As of the April 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.5%
to $1.32 billion from $1.38 billion at securitization.  The
Certificates are collateralized by 126 mortgage loans.  The loans
range in size from less than 1.0% to 5.0% of the pool, with the
top 10 loans representing 32.5% of the pool.  The pool includes
three shadow rated loans representing 13.4% of the outstanding
pool balance.  Seven loans, representing 5.8% of the pool, have
defeased and are secured by U.S. Government securities.  There
have been no loans liquidated from the trust.  Currently there are
no loans in special servicing.  Fourteen loans, representing 10.6%
of the pool, are on the master servicer's watchlist.  In addition
to the pooled portion there is also $32.5 million of non-pooled
subordinate debt which secures Classes SHP-1, SHP-2, SHP-3 and
SHP-4.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 67.0% and 44.8%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 92.5%, compared to 96.4% at last review and compared
to 97.1% at securitization.

The largest shadow rated loan is the DDR Portfolio Loan
($66.0 million - 5.0%), which is secured by a portfolio of 20
retail properties totaling 3.3 million square feet.  The
properties are located in New York, Minnesota, Pennsylvania,
Arizona, North Carolina and Tennessee.  The loan represents a
30.7% pari-passu interest of a senior portion of a first mortgage
loan totaling $215.0 million.  The portfolio has suffered because
of a decrease in base rent and increase expenses.  The loan is
interest only for its entire five-year term.  Moody's current
shadow rating is Ba2, compared to Baa2 at securitization.

The second largest shadow rated loan is the 731 Lexington Avenue
Loan ($63.0 million - 4.8%), which is secured by a 694,000 square
foot office condominium.  The collateral is part of a 1.4 million
square foot complex in midtown Manhattan on Lexington Avenue
between 58th and 59th Streets.  The loan represents a 20.5% pari-
passu interest of a senior portion of a first mortgage loan
totaling $308.0 million.  In addition there is $86.0 million of
subordinate debt held outside of the trust.  Built in 2005, the
condominium is 100.0% leased to Bloomberg, LP through 2028.  If
the loan is not financed at its balloon date in 2014, 100.0% of
the excess cash flow will be applied to loan amortization.  
Moody's current shadow rating is A3, the same as at
securitization.

The third largest shadow rated loan is the Strategic Hotel
Portfolio Loan ($48.1 million - 3.7%), which is secured by three
Hyatt hotels located in New Orleans, Louisiana (46.0%), Phoenix,
Arizona (23.0%) and La Jolla, California (31.0%).  The loan
represents a 24.1% pari-passu interest of a senior portion of a
first mortgage loan totaling $200.1 million.  There is
$32.5 million of subordinate debt that secures non-pooled Classes
SHP-1, SHP-2, SHP-3 and SHP-4.  The properties were built between
1976 and 1989 and contain a total of 2,315 rooms.  The loan is on
the master servicer's watchlist as the New Orleans Hyatt was
severely damaged during Hurricane Katrina.  The property is
currently under redevelopment and is not open for business.  The
property is scheduled to be re-opened in September 2007. Portfolio
occupancy, ADR and RevPAR are 34.0%, $152.85 and $51.96,
respectively; compared to 64.6%, $144.41 and $93.26, respectively,
at securitization.  Excluding the New Orleans Hyatt, portfolio
occupancy, ADR and RevPAR are 70.09%, $152.85 and $107.13,
respectively.  RevPAR for the two operational hotels was $102.10
at securitization.  Moody's current shadow rating on the pooled
senior note is Ba1, compared to Baa2 at securitization.  Moody's
current shadow ratings on Classes SHP-1, SHP-2, SHP-3 and SHP-4
are Ba2 to B1, the same as at last review and compared to Baa2 to
Ba1 at securitization.

The three largest conduit loans represent 10.0% of the pool.  The
largest conduit loan is the Bank of America Plaza Loan ($57.5
million - 4.4%), which consists of a 750,000 square foot Class A
office building in St. Louis, Missouri.  Moody's LTV is 92.4%,
compared to 94.4% at last review and compared to 98.8% at
securitization.

The second largest conduit loan is the Sun Communities Portfolio 5
Loan ($40.8 million - 3.1%), which is secured by six manufactured
home communities containing 1,418 pads and 831 RV spaces.  The
properties are located in Michigan (2), Texas (2), Florida and
Ohio.  Portfolio's performance has improved due to increased
revenue.  The loan was interest only for the first 24 months of
its loan term but now amortizes on a 360-month schedule.  Moody's
LTV is 90.9%, compared to 99.4% at last review and compared to
99.8% at securitization.

The third largest conduit loan is the Extra Space Portfolio #2
Loan ($33.4 million - 2.5%), which is secured by 10 self storage
facilities totaling 5,893 units or 598,000 square feet. The
properties are located in Florida (4), California (2), Missouri
(2), Pennsylvania and Massachusetts.  The portfolio's performance
has improved due to increases in revenue and occupancy.  In
addition the loan has amortized by approximately 6.5% since
securitization.  Moody's LTV is 85.0%, compared to 87.7% at last
review and compared to 91.8% at securitization.


GLOBAL CREDIT: S&P Cuts Rating on Global Preferred Shares to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares and removed them from
CreditWatch Negative, where they were placed Jan. 12, 2007.
     
The lowering of the ratings on the preferred shares of Global
Credit Pref Corp. mirrors the lowering today of the rating on the
credit-linked note to which the preferred shares are linked.


       Ratings Lowered And Removed From CreditWatch Negative
                     Global Credit Pref Corp.
                         
                               To       From
                               --       ----
         Preferred shares
         Global scale          BB       BB+/Watch Neg
         National scale        P-3      P-3(High)/Watch Neg


GOODYEAR TIRE: Closes Amendment & Restatement on 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:
    
   - an extension of maturity until 2013, a reduction of the
     applicable interest rate by between 50 and 75 basis points
     and a more flexible covenant package on the company's $1.5
     billion asset-based revolving credit facility;
     
   - an extension of maturity until 2014, a reduction of the
     applicable interest rate by 100 basis points, which will be
     further reduced by 25 basis points if Goodyear's credit
     ratings are 'BB-' and 'Ba3' or higher, and a more flexible
     covenant package on the company's $1.2 billion second lien
     term loan; and
     
   - the conversion of the EUR155 million term loan portion of
     the existing facility to a revolving facility, an extension
     of maturity until 2012, a reduction of the applicable
     interest rate by 75 basis points and 37.5 basis points and a
     more flexible covenant package on the company's
     EUR505 million European credit facility.
    
"This refinancing action reduces the company's interest expense,"
Richard J. Kramer, president, North American Tire and chief
financial officer, said.  "Creates additional operational
flexibility, extends maturities and helps address the company's
efforts to improve Goodyear's balance sheet.  The company
anticipates annualized interest expense savings of $15 million to
$20 million."
    
              About Goodyear Tire and Rubber Company

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.


GS MORTGAGE: Fitch Holds Low-B Ratings on Six Loan Classes
----------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II Series
2004-C1 as:

   -- $20.1 million class B to 'AAA' from 'AA+';
   -- $7.8 million class C to 'AA+' from 'AA';
   -- $16.7 million class D to 'AA-' from 'A+'.

In addition, Fitch affirms the ratings on these classes:

   -- $373.5 million class A-1 at 'AAA';
   -- $190.5 million class A-2 at 'AAA';
   -- $153.3 million class A-1A at 'AAA';
   -- Interest only classes X-1 and X-2 at 'AAA';
   -- $12.3 million class E at 'A';
   -- $13.4 million class F at 'A-';
   -- $7.8 million class G at 'BBB';
   -- $7.8 million class H at 'BBB-';
   -- $5.6 million class J at 'BB+';
   -- $3.3 million class K at 'BB';
   -- $3.3 million class L at 'BB-';
   -- $4.5 million class M at 'B+';
   -- $3.3 million class N at 'B';
   -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The upgrades reflect the improved credit enhancement levels from
the prepayment of five loans, including the credit assessed Inland
Portfolio, scheduled amortization, and the defeasance of the
largest loan in the pool (6.5%).  As of the April 2007
distribution date, the pool has paid down 5.9%, to $839.9 million
from $892.3 million at issuance.  There are currently no
delinquent or specially serviced loans.

The two remaining credit assessed loans, The Water Tower Center
(6.4%) and The DDR Portfolio (5.4%), maintain the investment grade
credit assessments based on their stable performance.

The Water Tower Place loan is secured by a regional anchored
shopping mall located in Chicago, Illinois.  There are a total of
six pari passu notes A-1 through A-6 with the A-3 and A-4 pieces
included in the trust.  The year-end 2006 occupancy remained
strong at 97%, compared to 96.1% at issuance.

The DDR Portfolio loan is secured by 10 anchored retail malls
located in eight states.  There are three pari passu notes A-1, A-
2, and A-3 with the A-2 piece included in the trust.  The YE 2006
occupancy increased to 96.8% from 92.9% at issuance.


HANCOCK FABRICS: Court Gives Final Nod on $105 Mil. DIP Financing
-----------------------------------------------------------------
The Hon. Judge Brendan Linehan Shannon of the United States
Bankruptcy Court for the District of Delaware, authorized Hancock
Fabrics Inc. and its debtor-affiliates, on a final basis, to
borrow and obtain loans and letters of credits of up to
$105,000,000 from Wachovia Bank N.A., and certain lenders,
pursuant to financing agreements, as amended by a Ratification and
Amendment Agreement.

The Debtors and the DIP Lenders may amend and supplement the
Financing Agreements without further Court approval as long as
the amendment is not "material" and the Debtors consult the
Official Committee of Unsecured Creditors and notify the U.S.
Trustee and counsel to the Creditors Committee, the Court rules.

The Debtors will pay the Prepetition Lenders all prepetition
obligations in accordance with the Financing Agreements.  As of
March 21, 2007, the Debtors owe not less than $64,936,402,
plus interests and fees under the Prepetition Financing
Agreements.

All prepetition practices and procedures for the payment and
collection of proceeds of the Collateral, the turnover of cash,
the delivery of property to the Lenders and the funding pursuant
to the Financing Agreements, including the Blocked Account
Agreement and any other similar lockbox or blocked depository
bank account arrangements will continue postpetition without
interruption.

To secure the prompt payment and performance of all of the
Debtors' Obligations under the Financing Agreements, the DIP
Lenders are granted, as of March 21, 2007, valid and perfected
first priority security interests and liens, superior to all
other liens, claims or security interests that any creditor to
the Debtors' estates may have, in the Collateral.

For all obligations existing or thereafter arising pursuant to
the Final DIP Order and the Financing Agreements, the DIP Lenders
are granted, an allowed superpriority administrative claim
pursuant to Section 364(c)(1) of the Bankruptcy Code.  The
Superpriority Claim will only be subject to the Permitted Liens
and Claims.

The Superpriority Claim will extend to 50% of the proceeds of the
Debtors' real property leasehold interests.  Before the
occurrence of an Event of Default under the DIP Financing, the
Debtors may use, sell, lease or pledge as security the Real
Property Leasehold Interests and use their proceeds at their own
discretion.  After the occurrence of an Event of Default, any
sale, use, or lease of the Real Property Leasehold Interests will
require the prior written consent of Wachovia.

Upon the occurrence of an Event of Default, the DIP Lenders'
liens, claims and security interests in the Collateral and their
Superpriority Claim will only be subject to:

   (a) statutory fees payable to the U.S. Trustee pursuant to
       Section 1930(a)(6) of the Judicial and Judiciary
       Procedures Code;

   (b) fees payable to the Clerk of the Bankruptcy Court; and

   (c) allowed professional fees not exceeding $500,000 in the
       aggregate.

A full-text copy of the Final DIP Order is available for free at:

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

On April 19, 2007, the Debtors filed another amendment to the
Ratification and Amendment Agreement and the Loan and Security
Agreement.  Among others, the Amendments provide that the DIP
Lenders' consent is not required for the Debtors to implement the
going-out-of-business sale of certain of their stories.

A full-text copy of the Amendment to the Ratification Agreement
filed with the Court on April 19, 2007, is available for free at:
   
               http://researcharchives.com/t/s?1dbc

                       About Hancock Fabrics

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

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


HANCOCK FABRICS: Panel Wants Cooley Godward as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Hancock Fabrics
Inc. and its debtor-affiliates' bankruptcy cases seeks the
authority of the United States Bankruptcy Court for the District
of Delaware to retain Cooley Godward Kronish, LLP, as its lead
bankruptcy counsel, nunc pro tunc to April 4, 2007.

Michael McDonagh, the co-chairperson of the Committee, informs
the Court that Cooley has extensive experience in representing
creditors' committees in Chapter 11 retail proceedings like
Federated Department Stores, Bob's Stores, Gateway Apparel,
Jacobson's Stores, Levitz Home Furnishings, Stage Stores and
Liberty House.  Cooley also has extensive experience in
representing creditors' committees in Delaware cases, including
Copelands Enterprises, Weiner's Stores, Lid Corporation, Just for
Feet, Today's Man and Loehmann's.

As lead counsel to the Creditors Committee, Cooley will:

   (a) attend meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) review and investigate the liens of the purported secured
       parties;

   (d) confer with the Debtors' management and counsel;

   (e) coordinate efforts to sell the Debtors' assets in a manner
       that maximizes the value for unsecured creditors;

   (f) review the Debtors' proposed business plan;

   (g) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before the Court;

   (h) investigate potential causes of action that may inure to
       the benefit of the Committee's constituency;

   (i) file appropriate pleadings on the Committee' behalf;

   (j) review and analyze accountant's work product and reports
       to the Committee;

   (k) provide the Committee with legal advice in relation to the
       Debtors' Chapter 11 cases;

   (l) prepare various applications and memoranda of law and
       handle all other matters relating to the representation of
       the Committee that may arise;

   (m) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on any plan of reorganization
       that may be proposed; and

   (n) provide information to creditors in accordance with
       Section 1102(b)(3) of the Bankruptcy Code, subject to
       confidentiality agreements and court orders.

Cooley's services will be paid according to the firm's customary
hourly rates:

         Professional              Hourly Rates
         ------------              ------------
         Jay Indyke, Esq.              $680
         Cathy Hershcopf               $605
         Gregory Plotko                $480
         Brent Weisenberg              $460
         Michael Klein                 $350

Cooley will also be reimbursed for any out-of-pocket expenses the
firm incurs in connection with its representation of the
Creditors Committee.

Jay Indyke, Esq., a partner at Cooley Godward Kronish, LLP,
assures the Court that his firm does not represent any interest
adverse to the Creditors Committee, the Debtors and their
estates, and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

According to Mr. Indyke, Cooley previously represented,
currently represents and may represent Wachovia Bank, N.A., the
CIT Group and PricewaterhouseCoopers in matters totally unrelated
to the Debtors' Chapter 11 cases.

                      About Hancock Fabrics

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

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


HAYES LEMMERZ: Distributes Subscription Rights in $180MM Offering
-----------------------------------------------------------------
Hayes Lemmerz International Inc. disclosed the distribution of
non-transferable subscription rights in its $180 million rights
offering and the execution of a commitment letter for a new
$495 million senior secured credit facility.
    
The company is distributing to stockholders of record as of
April 10, 2007, rights to purchase shares of its common stock in
connection with the Rights Offering.  Stockholders on the record
date will receive 1.4 rights for each share of the company's
common stock held on the record date.  Each right entitles the
holder to purchase one share of common stock at a price of $3.25
per share until 5:00 p.m., Eastern Daylight Time, on Monday, May
21, 2007, unless extended by the company.

Stockholders who receive rights through a bank or broker will
receive instructions for exercising rights from their bank or
broker and may be required to act prior to the stated expiration
time.  Hayes Lemmerz may terminate the Rights Offering for any
reason prior to the expiration time.
   
The Rights Offering and the related agreements are subject to the
approval of the company's stockholders.  A special meeting to
approve the rights offering and certain other matters is scheduled
on May 4, 2007, at the company's headquarters in Northville,
Michigan.
    
Hayes Lemmerz also has executed a commitment letter with Citigroup
Global Markets Inc. and Deutsche Bank AG, New York Branch and
Deutsche Bank Securities Inc. to provide new senior secured credit
facilities in an amount of up to $495 million.  Citigroup and
Deutsche Bank will act as joint arrangers and joint book-runners
for the syndication of the new credit facilities.

The new credit facilities are expected to consist of a term loan
facility of up to $350 million, which will be denominated in euros
and placed with a subsidiary in Europe, a revolving credit
facility of up to $125 million and a synthetic letter of credit
facility of up to $20 million.
    
The proceeds of the new credit facilities will be used, together
with the proceeds of other financing activities; to refinance the
company's obligations under its Amended and Restated Credit
Agreement dated April 11, 2005.  The refinancing of the Amended
and Restated Credit Agreement and the placement of a portion of
the company's debt outside the United States are conditions to the
obligation of Deutsche Bank Securities Inc. and SPCP Group LLC, an
affiliate of Silver Point Capital LP, to backstop the Rights
Offering.  Additional proceeds will be used to replace existing
letters of credit and to provide for working capital and other
general corporate purposes, and to pay the fees and expenses
associated with the new credit facilities.
    
The company and its officers and directors may be deemed
participants in the solicitation of proxies from the company's
stockholders in connection with the approval of the Rights
Offering and certain related proposals.  

              About Hayes Lemmerz International Inc.

Hayes Lemmerz International Inc. (Nasdaq: HAYZ) --
http://www.hayes-lemmerz.com/-- is a global supplier of  
automotive and commercial highway wheels, brakes and powertrain
components.  The company has 30 facilities and approximately 8,500
employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and related issue ratings on Hayes Lemmerz
International Inc. on CreditWatch with positive implications,
After the company's disclosure that it plans to repurchase
its senior unsecured debt with proceeds from an equity rights
offering.  Hayes' recovery ratings were not placed on CreditWatch.


HEARTLAND INC: Meyler & Company Raises Going Concern Doubt
----------------------------------------------------------
Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Heartland 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 company pointed
to the company's negative working capital of $505,516, accumulated
deficit of $13,958,625, and existing uncertain conditions relative
to the company's obtaining capital in the equity markets.

Heartland Inc. reported net income of $4.1 million on sales of
$20.2 million for the year ended Dec. 31, 2006, compared with a
net loss of $13.5 million on sales of $16.4 million for the year
ended Dec. 31, 2005.

The company incurred operating expenses of $22.7 million in 2006
and $21.2 million in 2005.

The primary factor contributing to the net earnings increase were
from a $4 million gain on disposition of discontinued operations
and a $2.9 million gain on disposal of discontinued operations of
variable interest entities in 2006.

At Dec. 31, 2006, the company's balance sheet showed $8.1 million
in total assets, $7.2 million in liabilities, and approximately
$900,000 in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $5.8 million in total current assets available to
pay $6.2 million in total current liabilities.

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

                       About Heartland Inc.

Heartland Inc. (OTC BB: HTLJ.OB) through its two major
subsidiaries, Mound Technologies Inc. and Karkela Construction
Inc., is engaged in steel fabrication and construction.


HERCULES INC: High Court Sustains $119 Mil. Cleanup Costs Judgment
------------------------------------------------------------------
The United States Supreme Court affirmed a lower federal court's
$119 million judgment against Hercules Incorporated, Mark H.
Anderson of The Wall Street Journal reports.

The ruling relates to Hercules' Petition for Writ of Certiorari in
a lawsuit captioned United States of America v. Vertac Chemical
Corp., et al (Civil No. 4:80CV00109 GH, U.S. District Court,
Eastern District of Arkansas, Western Division).

In its Petition for Writ of Certiorari, Hercules requested the
Supreme Court to review a decision by the Court of Appeals for the
Eighth Circuit affirming a final judgment entered against the
Company by the U.S. District Court.

Hercules says in a regulatory filing that it has previously
accrued total net liability of $124.9 million, including interest,
which is recorded as a current liability as of March 31, 2007.  
The company expects to pay the amount promptly, together with
interest accruing up to the date of payment.

                        Vertac Litigation

The Vertac Litigation is a cost-recovery action based upon the
Comprehensive Environmental Response, Compensation and Liability
Act, as well as other statutes.  The case has been in litigation
since 1980, and involves liability for costs in connection with
the investigation and remediation of the Vertac Chemical
Corporation site in Jacksonville, Arkansas.  

According to the company, it owned and operated the site from
December 1961 until 1971.  The site was used for the manufacture
of certain herbicides and, at the order of the United States,
Agent Orange.  

In 1971, the company says the site was leased to Vertac's
predecessor.  In 1976, the company sold the site to Vertac.  The
site was abandoned by Vertac in 1987, and Vertac was subsequently
placed into receivership.  

Both prior to and following the abandonment of the site, the EPA
and the Arkansas Department of Pollution Control and Ecology were
involved in the investigation and remediation of contamination at
and around the site.  Pursuant to several orders issued under
CERCLA, the Company actively participated in many of those
activities.  The cleanup is essentially complete, except for
certain on-going maintenance and monitoring activities.  

The litigation primarily concerns the responsibility and
allocation of liability for the costs incurred in connection with
the activities undertaken by the EPA.

                        EPA Judgment Claim

In 1999, the District Court finalized a ruling holding the company
and Uniroyal jointly and severally liable for approximately
$100 million in costs incurred by the EPA, as well as costs to be
incurred in the future.

In 2000, the District Court allocated 2.6% of the amounts to
Uniroyal and 97.4% of the amounts to the company.  Both the
company and Uniroyal appealed those rulings to the U.S. Court of
Appeals for the Eighth Circuit.

In 2001, the Court of Appeals reversed the District Court's
rulings as to joint and several liability and allocation, and
remanded the case back to the District Court for several
determinations, including a determination of whether the harms at
the site giving rise to the EPA's claims were divisible.  The
trial on remand occurred in late 2001.

By Memorandum Opinion and Order dated March 30, 2005, the District
Court largely affirmed its prior findings and prior judgment
against the company and Uniroyal, and the prior allocation with
respect to the company and Uniroyal, although the District Court
did agree that the company should not be liable for costs
associated with a particular off-site landfill, and held that the
judgment should be reduced accordingly.

By Order dated June 6, 2005, the District Court entered a Final
Judgment in favor of the United States and against the company for
$119.3 million, of which amount Uniroyal has been held jointly and
severally liable for $110.4 million, with the company alone liable
for the difference.

The Final Judgment also provided that both the company and
Uniroyal are responsible for any additional response costs
incurred or to be incurred by the United States after June 1,
1998, as well as post-judgment interest running from the date of
the Final Judgment.

In addition, the District Court re-affirmed its prior holding
which allocated 2.6% of the $110.4 million in response costs for
which Uniroyal is jointly and severally liable, or $2.9 million,
to Uniroyal.

Finally, the Final Judgment found Uniroyal liable to the company
for 2.6% of the response costs incurred by the company of
approximately $27.4 million, or $0.7 million.  

Both the company and Uniroyal appealed the Final Judgment to the
Court of Appeals, asserting that the District Court had committed
reversible error.

              Court of Appeals Affirms Final Judgment

On July 13, 2006, a panel of the Court of Appeals affirmed the
Final Judgment of the District Court.  The company requested that
the panel's determination be reviewed en banc, but that request
was denied by Order dated Sept. 19, 2006.

On Dec. 14, 2006, the company filed a Petition for a Writ of
Certiorari with the United States Supreme Court, requesting that
the Supreme Court review the matter.

                        About Hercules Inc.

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE: HPC)
-- http://www.herc.com/-- is a global manufacturer and marketer   
of specialty chemicals and related services.  Its principal
products are chemicals for the paper industry, water-soluble
polymers, and specialty resins.  

                          *     *     *

Hercules Inc. carries Moody's Ba2 Long-term Corporate Family,
Senior Unsecured Debt, and Probability of Default Ratings, and B1
Junior Subordinated Debt Rating.

The company also carries Standard & Poor's BB Long-term Foreign
and Local Issuer Credit Ratings.


INTEGRAL NUCLEAR: Organizational Meeting Scheduled for Friday
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Integral Nuclear Associates, LLC and its
debtor-affiliates' chapter 11 cases this Friday, April 27, 2007,
at 10:00 a.m., at the U.S. Trustee's Office, Room 1401, 14th
Floor, in Newark, New Jersey.

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

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

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

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

                     About Integral Nuclear

Based in Paoli, Pennsylvania, Integral Nuclear Associates, LLC --
http://www.integralpet.com/-- operates nuclear imaging centers.   
The company and 25 of its affiliates filed for Chapter 11
protection on April 15, 2007 (Bankr. D. N.J. Case Nos. 07-15183
through 07-15215).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of $1
million to $100 million.


INTEGRATED SURGICAL: Most & Company Raises Going Concern Doubt
--------------------------------------------------------------
Most & Company LLP cited conditions that raise substantial doubt
about Integrated Surgical Systems Inc.'s ability to continue as a
going concern after auditing the company's financial statements as
of Dec. 31, 2006.  The conditions were the company's recurring
operating losses, working capital of $587,392, and accumulated
deficit of $64,694,975 as of Dec. 31, 2006.

Net income available to common stockholders was $1,587,800 on net
revenues of $2,593,584 for the year ended Dec. 31, 2006.  The
company had net income available to common stockholders of
$2,004,696 on net revenues of $3,429,802 for the prior year-
period.

The company's balance sheet as of Dec. 31, 2006, showed total
stockholders' deficit of $2,250,921, total assets of $1,932,391,
and total liabilities of $4,183,312.  

At Dec. 31, 2006, the cash balance of the company increased to
$1,327,000 from $159,000 primarily as the result of cash provided
by financing operations of $2,558,000, which were partially
reduced by cash used in operating activities of $1,386,000.

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

                    About Integrated Surgical

Based in Sacramento, Calif., Integrated Surgical Systems Inc.
(PNK: RDOC.PK) -- http://www.robodoc.com/-- designs,  
manufactures, sells, and services image-directed computer
controlled robotics products for use in orthopedic and
neurosurgical procedures.  The company's principal product, the
ROBODOC(R) Surgical System is a robotic system that integrates the
ORTHODOC(R) Presurgical Planner for hip and knee replacement
surgery.


INTERPOOL INC: Buyout Deal Cues S&P to Hold Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Interpool Inc. (BB/Watch Neg/--) remain on CreditWatch with
negative implications, where they were placed on Jan. 16, 2007.  
The CreditWatch update follows Interpool's announcement that it
has entered into a definitive agreement to be acquired by certain
private equity funds.  The ratings were initially placed on
CreditWatch after Interpool announced it had received an offer to
be acquired.  "We will meet with management to discuss the
Interpool's financial profile to resolve the CreditWatch listing,"
said Standard & Poor's credit analyst Betsy Snyder.
     
Interpool is the largest lessor of chassis in North America.  
Chassis are wheeled frames attached to cargo containers that, when
combined, are equivalent to a trailer that can be trucked to its
destination.  Interpool's only major competitor in this business
is privately held Flexi-Van Leasing Inc.  Interpool also manages
chassis for shipping lines and neutral pools at railroad and
marine terminals.  The chassis leasing business has tended to
generate strong and stable cash flow, even in periods of economic
weakness.
     
Interpool is one the larger participants in the marine cargo
container leasing market, its other major business.  The company
focuses on long-term operating and finance leases.  Marine cargo
container leasing is a cyclical business, dependent on global
economic merchandise trends.  However, Interpool's earnings and
cash flow from marine cargo container leasing benefit from the
long-term nature of its leases.


IPCS INC: Incurs $46 Million Net Loss in Year Ended December 31
---------------------------------------------------------------
iPCS Inc. delivered financial and operational results for its
fourth quarter and fiscal year ended Dec. 31, 2006, supplementing
the company's activity results, which it previously disclosed on
Jan. 25, 2007.

For the full year ended Dec. 31, 2006, the company generated total
revenues of $492,422,000, versus total revenues for the comparable
year 2005, with a period ended Sept. 30, 2005, of $280,047,000.  
Net loss for the full year 2006 was $46,039,000, versus a net loss
for the full year 2005 of $50,938,000.

As of Dec. 31, 2006, the company had $627,071,000 in total assets
and $412,886,000 in total liabilities, resulting in a $214,185,000
total stockholders' equity.  The company held $120,499,000 in cash
and cash equivalents as of Dec. 31, 2006, versus $110,837,000 as
of Dec. 31, 2005.

                   Changes in Fiscal Year Period

In February 2006, the company changed its fiscal year-end from
September 30 to December 31, commencing in 2006.  Accordingly, the
company's 2005 fiscal year ended on Sept. 30, 2005, and its 2006
fiscal year ended on Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1dd1

Highlights for the quarter ended Dec. 31, 2006:

     -- Total revenues of $133 million, as compared with
        $109.6 million in the quarter ended Dec. 31, 2005;

     -- Net loss of $12 million, as compared with a net loss of
        $17.2 million, or $1.03 per share, in the quarter ended
        Dec. 31, 2005;

     -- Capital expenditures of $15.7 million, as compared with
        $8.9 million for the quarter ended Dec. 31, 2005.

As previously disclosed on Jan. 25, 2007:

    -- Gross additions of about 74,000, as compared with 64,200
       for the quarter ended Dec. 31, 2005;

    -- Net additions of about 27,000, as compared with 18,900 for
       the quarter ended Dec. 31, 2005;

    -- Monthly churn, net of 30-day deactivations, of about 2.4%,
       as compared with 2.6% for the quarter ended Dec. 31, 2005;  
       and

    -- Ending subscribers of about 561,300, as compared with
       495,300 for the quarter ended Dec. 31, 2005.

"[Also] in 2006, we participated in trials in Delaware and
Illinois courts related to our lawsuits against Sprint regarding
its merger with Nextel, and we received two rulings that we
believe are favorable to us.  Sprint has appealed the Illinois
ruling, and we expect the appellate court to rule in late 2007 or
early 2008."  Timothy M. Yager, president and chief executive
officer of iPCS, said.

                    Business Outlook for 2007

A range of the company's selected financial and operational
guidance for 2007 include gross additions of 260,000 to 280,000
and capital expenditures of $38 million to $42 million.

"We have experienced a strong start to 2007 regarding our gross
additions and feel confident that we have built the distribution
network required to continue our growth.  As we look into 2008,
assuming no changes in the disputed rates as a result of
negotiation or arbitration, we believe that we should see Adjusted
EBITDA growth of between 20% and 25%," stated Mr. Yager.

                         About iPCS Inc.

iPCS Inc. (Nasdaq: IPCS) -- http://www.ipcswirelessinc.com/-- is  
an affiliate of Sprint Nextel Corporation headquartered in
Schaumburg, IL.  The company relies on Sprint for a number of its
competitive advantages, such as some of its distribution
relationships, spectrum position, roaming revenues, and support
services.  It has exclusive right to sell wireless mobility
communications network products and services under the Sprint
brand in 80 markets including markets in Illinois, Michigan,
Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory
includes key markets such as Grand Rapids (MI), Fort Wayne (IN),
Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI) and Quad
Cities (IA/IL).

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Moody's Investors Service affirmed its B3 corporate family rating
for iPCS Inc.  The company's SGL-3 rating has also been affirmed.  
Moody's has changed its outlook for iPCS to developing.


J.P. MORGAN: Fitch Lifts Rating on $7.8MM Class K Certs. to BB+
---------------------------------------------------------------
Fitch upgrades JP Morgan Chase Commercial Mortgage Securities
Corporation's commercial mortgage pass-through certificates,
series 2003-CIBC6 as:

    -- $32.5 million class C to 'AA+' from 'AA';
    -- $11.7 million class D to 'AA' from 'A+';
    -- $14.3 million class E to 'A+' from 'A';
    -- $10.4 million class F to 'A' from 'A-';
    -- $13 million class G to 'A-' from 'BBB+';
    -- $15.6 million class H to 'BBB' from 'BBB-';
    -- $5.2 million class J to 'BBB-' from 'BB+';
    -- $7.8 million class K to 'BB+' from 'BB';
    -- $5.2 million class L to 'BB-' from "B+';
    -- $3.9 million class M to 'B+' from 'B';
    -- $1.3 million class N to 'B' from 'B-'.

In addition, Fitch affirms the ratings on these certificates:

    -- $153.2 million class A-1 at 'AAA';
    -- $653.2 million class A-2 at 'AAA';
    -- Interest-only classes X-1 and X-2 at 'AAA';
    -- $31.2 million class B at 'AAA';

Fitch does not rate the $18.1 million class NR.

The upgrades result from increased subordination levels due to the
defeasance of an additional five loans (6.5%), the payoff of one
loan, as well as scheduled amortization since Fitch's last rating
action.  In total, twelve loans (17.7%) have defeased, including
One Alliance Center, the second largest loan (5.8%) in the pool.

As of the April 2007 distribution date, the pool has paid down
6.1%, to $976.6 million from $1.04 billion at issuance.  
Currently, there are no delinquent or specially serviced loans in
the transaction.

The remaining credit assessed loan, The Battlefield Mall (8.3%),
maintains an investment-grade credit assessment due to stable
performance.  The loan is secured by a 1 million square foot (sf)
retail property located in Springfield, Missouri.  Occupancy as of
the end of 3Q06 remained strong at 95%.


J.P. MORGAN: Moody's Holds Low-B Ratings on Eight Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 14 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CIBC5 as:

    - Class A-1, $237,093,844, Fixed, affirmed at Aaa
    - Class A-2, $487,155,000, Fixed, affirmed at Aaa
    - Class X-1, Notional, affirmed at Aaa
    - Class X-2, Notional, affirmed at Aaa
    - Class B, $36,405,000, affirmed at Aaa
    - Class C, $13,809,000, affirmed at Aaa
    - Class D, $27,618,000, upgraded to Aaa from Aa3
    - Class E, $13,809,000, upgraded to Aa1 from A1
    - Class F, $28,873,000, upgraded to A2 from Baa1
    - Class G, $16,320,000, upgraded to Baa1 from Baa3
    - Class H, $18,831,000, affirmed at Ba1
    - Class J, $12,553,000, affirmed at Ba2
    - Class K, $5,022,000, affirmed at Ba3
    - Class L, $5,021,000, affirmed at B1
    - Class M, $8,788,000, affirmed at B2
    - Class S-1, $5,575,358, affirmed at Ba1
    - Class S-2, $6,236,841, affirmed at Ba2
    - Class S-3, $5,008,372, affirmed at Ba3

As of the April 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 7.3%
to $946.9 million from $1.0 billion at securitization.  The
Certificates are collateralized by 113 loans, ranging in size from
less than 1.0% to 10.7% of the pool, with the top 10 loans
representing 37.3% of the pool.  The pool's largest loan is shadow
rated investment grade.  Thirty-one loans, representing 30.4% of
the pool, have defeased and are collateralized by U.S. Government
securities.  The defeased loans include three of the pool's top 10
loans.

Two loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $1.3 million.  Currently
there are two loans, representing 1.1% of the pool, in special
servicing.  Moody's has estimated aggregate losses of
approximately $5.3 million for the specially serviced loans.  
Twenty loans, representing 13.5% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 93.7% and 85.1%, respectively, of the
performing loans, excluding the defeased loans.  Moody's weighted
average loan to value ratio for the conduit component is 83.9%,
compared to 87.4% at Moody's last full review in February 2006 and
compared to 84.8% at securitization.  Moody's is upgrading Classes
D, E, F and G due to defeasance, increased credit support and
improved overall pool performance.

The shadow rated loan is the Simon Mall Portfolio Loan ($101.1
million - 10.7%), which is the pooled component of a $118.9 loan
secured by a portfolio of four regional malls totaling 2.5 million
square feet (1.5 million square feet of borrower owned
collateral).  The non-pooled $16.8 million loan is held within the
trust and secures Classes S-1, S-2 and S-3.  The properties are
located in Ohio (Richmond Town Square), Texas (Midland Park Mall),
Indiana (Markland Mall) and Wisconsin (Forest Mall).  All of the
are considered middle-market and contain at least three anchors.  
The overall in-line occupancy was 85.1% as of September 2006,
essentially the same as at last review.  Moody's shadow ratings of
the pooled and non-pooled loans are Baa3 and Ba3, respectively,
the same as at last review.

The top three non-defeased conduit loans represent 7.6% of the
pool. The largest conduit loan is the Fountains at Bay Hill Loan
($21.0 million - 2.2%), which is secured by a 104,000 square foot
retail center located in Orlando, Florida.  The property was
100.0% occupied as of September 2006. Moody's LTV is 79.3%,
compared to 79.8% at last review.

The second largest conduit loan is the Southern Wine & Spirits
Building Loan ($20.4 million - 2.1%), which is secured by a
385,000 square feet warehouse/distribution facility located in Las
Vegas, Nevada.  The property is 100.0% leased to Southern Wine &
Spirits under a 20-year, triple net lease.  Moody's LTV is 71.4%,
compared to 74.3% at last review.

The third largest conduit exposure is the Edgewater Apartments
Loan ($18.3 million - 1.9%), which is secured by a 316-unit
apartment complex located in Seattle, Washington.  Moody's LTV is
69.8%, compared to 74.3% at last review.


JO-ANN STORES: Posts $1.9 Million Net Loss in Year Ended Feb. 3
---------------------------------------------------------------
Jo-Ann Stores Inc. reported a net loss for the year ended
Feb. 3, 2007, of $1.9 million, compared with a net loss of
$23 million for the year ended Jan. 28, 2006.  Net earnings for
the fourth quarter of fiscal 2007 were $25.8 million, compared
with a net loss of $18.0 million, in the prior year fourth
quarter.

Fiscal 2006 results for the fourth quarter included a charge of
$27.1 million for goodwill impairment.

For the fourth quarter, net sales decreased 0.5% to $600.8 million
from $604.1 million last year.  On a comparable 13-week basis,
fourth quarter same-store sales decreased 6.0% versus a same-store
sales decrease of 3.0% last year.  The decrease in sales was
impacted by planned reductions of holiday inventory and less
clearance merchandise in the stores.

Net sales for the fiscal year ended Feb. 3, 2007, decreased 1.7%
to $1.851 billion from $1.883 billion last year.  On a comparable
52-week basis, same-store sales decreased 5.9% versus a same-store
sales decrease of 0.8% last year.

                   Review of Operating Results

Gross margins for the fourth quarter of fiscal 2007 increased 310
basis points to 45.0% from 41.9% due to a less promotional pricing
strategy, better sell-through on seasonal goods and reduced sales
of clearance inventory.

Selling, general and administrative expenses for the fourth
quarter, decreased to $215.4 million, or 35.9% of net sales, from
$218.0 million, or 36.1% of net sales, in the prior year fourth
quarter.

Operating profit for the fourth quarter was $42.3 million, versus
an $8.9 million operating loss for the prior year fourth quarter.

"During the quarter we continued to make progress on our
merchandising strategy and inventory position," said Darrell Webb,
chairman, president and chief executive officer.  "While our
actions have resulted in a decline in same-store sales, we were
able to realize significant gross margin improvement in the fourth
quarter compared to the same period last year.  Our strategic plan
is gaining traction, evidenced by the expansion in margins,
improvement in earnings and debt reduction, as we shift our focus
to achieving profitable sales.  I am confident that by enhancing
the customer shopping experience and product assortment,
implementing supply chain efficiencies, and capitalizing on
competitive opportunities, Jo-Ann's will be well-positioned to
sustain profitable growth in the coming years."

At Feb. 3, 2007, the company's balance sheet showed $856.7 million
in total assets, $446.9 million in total liabilities, and
$409.8 million in total stockholders' equity.

                        Liquidity Sources

Net cash provided by operating activities was $105.8 million in
fiscal 2007, compared with net cash used for operations of
$31.5 million in fiscal 2006, an increase of $137.3 million.  The
increase was generated by changes in operating assets and
liabilities, which in fiscal 2007 represented a $48.8 million
source of cash versus a $69.1 million use in cash in fiscal 2006.

Net cash used for investing activities totaled $33.4 million in
fiscal 2007, which was comprised of capital expenditures of
$58.1 million, partially offset by proceeds of $24.7 million from
the sale-leaseback of the company's distribution center in
Visalia, California.  Net cash used for investing activities was
$142.8 million in fiscal 2006 and consisted entirely of capital
expenditures.

Net cash used for financing activities was $71.9 million in fiscal
2007 compared with net cash provided by financing activities of
$112.6 million during fiscal 2006.  Long-term debt at the end of
fiscal 2007 was $125.3 million and consisted of $25.3 million on
the company's senior bank credit facility and $100 million of 7.5
percent senior subordinated notes.  Debt levels decreased
$78.4 million during fiscal 2007, compared with a net increase of
$103.7 million in the prior year, primarily due to the decreases
in inventory and other working capital improvements.  In addition,
the company used the proceeds from the sale-leaseback transaction
to pay down borrowings on our Credit Facility.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 3, 2007, are available for free
at http://researcharchives.com/t/s?1dc4

                   Store Openings and Closings

The past year, the company opened 21 superstores and five
traditional stores, and closed 61 traditional stores and two
superstores.  The year-end store count was 628 traditional stores
and 173 superstores, for a total of 801 stores.  Total store
square footage as of year-end was 16.2 million square feet, which
was slightly higher than last year-end.

                       About Jo-Ann Stores

Hudson, Ohio-based Jo-Ann Stores, Inc. (NYSE: JAS) --
http://www.joann.com/-- is the leading national fabric and craft  
retailer with locations in 47 states.  As of Feb. 3, 2007, the
company operates 628 Jo-Ann Fabric and Craft traditional stores
and 173 Jo-Ann superstores.                         

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service downgraded Jo-Ann Stores Inc.'s
corporate family rating and probability-of-default rating to B1
from B3 and the $100 million senior subordinated note (2012) to
Caa2 from B3.


LENAPE HEIGHTS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lenape Heights Development Corp.
        dba Lenape Heights Golf Course
        950 Golf Course Lane
        Ford City, PA 16226

Bankruptcy Case No.: 07-22573

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: April 24, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Erik Sobkiewicz, Esq.
                  Campbell & Levine LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Director, Tax Claim Bureau       Real Estate Taxes        $87,938
Armstrong County
450 East Market Street
Kittanning, PA 16201

Blue Cross                       Employee Medical          $8,514
P.O. Box 382146                  Benefits
Pittsburgh, PA 15250

MBNC America                     Trade Debt                $6,773
P.O. Box 15137
Wilmington, DE 19886

Sysco Foods                      Trade Debt                $4,921

Nationwide Insurance             Insurance                 $4,827

Bradigan's Incorporated          Trade Debt                $3,675

Classic Tent                     Trade Debt                $3,303

Dominion Peoples                 Utility - Gas Service     $2,754

Reinhart                         Trade Debt                $2,221

Zanotti Golf Cars                Trade Debt                $1,708

F.C. National Bakery             Trade Debt                $1,645

Golfers Lifestyle Magazine       Trade Debt                $1,400

Obade Candy Company              Trade Debt                $1,400

D.M. Boyd                        Trade Debt                $1,243

MTJMA                            Trade Debt                $1,223

Horse Trader                     Trade Debt                $1,219

Young Interior                   Trade Debt                $1,000

Allegheny Power                  Utility - Electric          $925

Spic & Span                      Trade Debt                  $714


LENOX GROUP: Completes Refinancing of $275 Mil. Revolving Credit
----------------------------------------------------------------
Lenox Group Inc. has completed the refinancing of its $275 million
revolving credit and term loans.  The new financing package
includes a $100 million secured term loan, which bears interest at
LIBOR plus 450 basis points and has a final maturity date of
April 20, 2013, and a $175 million revolving credit facility,
which initially bears interest at LIBOR plus 200 basis points and
has a final maturity date of April 20, 2012.

"The company is pleased to have completed this new financing
package, Marc L. Pfefferle, interim chief executive officer, said.
"This refinancing provides the company with increased flexibility
to finance the company's ongoing operations.  Together with the
new business plan the company has begun executing, this
refinancing is an important step in positioning the company to
move forward with a stable financial platform for growth and
sustained profitability."

                      About Lenox Group Inc.

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
was formed on Sept. 1, 2005, when Department 56 Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal, and giftware
products.  The company sells its products through wholesale
customers who operate gift, specialty and department store
locations in the United States and Canada, company-operated retail
stores, and direct-to-the-consumer through catalogs, direct mail,
and the Internet.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group 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
auditor pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.


MACDERMID INC: Highly Leveraged Buyout Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MacDermid Inc. to 'B' from 'BB+' and removed the rating
from CreditWatch where it had been placed with negative
implications on Sept. 6, 2006.
      
"The resolution of the CreditWatch follows the closing of the
merger involving an acquisition vehicle formed by Daniel H.
Leever, MacDermid's chairman and chief executive officer, Court
Square Capital Partners II, and Weston Presidio V.," said Standard
& Poor's credit analyst David Bird.
     
The downgrade reflects the highly leveraged transaction.
     
At the same time, we affirmed our senior secured and subordinated
debt ratings previously assigned in connection with the financing
of the transaction.  The outlook is stable.
     
The ratings on MacDermid reflect its satisfactory business
position, offset by a highly leveraged financial profile.  
MacDermid manufactures and markets specialty chemicals to a
variety of industries, including graphic arts, electronic
materials, and metal finishing.  Graphic arts include liquid and
solid-sheet photopolymer plates for flexographic printing, and
offset blankets for the offset printing segment.  In electronic
materials, the company focuses on chemicals used in the
fabrication of printed circuit boards.  Metal finishing products
include decorative and functional metal and plastic plating, and
surface treatment chemicals used in a variety of end-markets,
including automotive, electronic equipment, and appliances.
     
MacDermid, with more than $800 million in annual sales, benefits
from solid business positions, with leading market shares in
products that make up a majority of sales.  The company's diverse
product line and end markets lend relative stability to earnings
and cash flow generation.  Still, some of the company's products
are used in electronic, automotive, oilfield and other industrial
applications, which could result in the modest deterioration of
margins or volume shortfalls during periods of key end market
contraction.


MARCAL PAPER: Court Extends Exclusive Plan Filing Date to July 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey further
extended Marcal Paper Mills Inc.'s exclusive periods to:

   a) file a plan until July 28, 2007;

   b) solicit acceptances of that plan until Sept. 26, 2007.

As reported in the Troubled Company Reporter on Feb. 26, 2007,
the Debtor's exclusive period to file a plan expired on March 30,
2007.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A. told the Court that since its bankruptcy filing,
the Debtor and its professionals have devoted significant efforts
to the critical tasks relating to operating as a debtor-in-
possession, while seeking to reduce overhead and reinforce
relationships with its vendors and customers.

In connection with its Chapter 11 filing, Mr. Sirota stated that
the Debtor also has expended a substantial amount of time
negotiating and obtaining postpetition financing, preparing and
filing detailed schedules and statements of financial affairs,
preparing for the first meeting of creditors pursuant to Section
341(a) of the Bankruptcy Code, preparing and filing monthly
operating reports, and addressing a myriad of other complex
matters inherent in any large Chapter 11 case.

"These duties, coupled with the relative infancy of the Debtor's
case, have made it difficult at this early stage for the Debtor to
develop a definitive plan for emerging from Chapter 11," Mr.
Sirota explained.

The Debtor and its counsel have been working closely with JH Cohn
LLP, its financial advisors; NatCity Investments, its investment
bankers; and other retained professionals to develop an effective
reorganization strategy.  The Debtor has been exploring various
potential restructuring alternatives.  However, the Debtor needs
additional time to closely examine all alternatives and,
simultaneously, commence a dialogue with its creditor
constituents.  Hence, until the process is completed, the Debtor
said it would be difficult to begin to propose a plan of
reorganization.

                          DIP Financing

On Jan. 5, 2007, the Debtor obtained Court approval to borrow up
to $84.5 million in postpetition financing from Highland Financial
Corporation, including an immediate availability of a $20 million
revolving credit facility.

The Debtor said that the financing package will allow it to use
all of its cash balances and provide it with greater liquidity to
fund normal business operations during the restructuring process.

                   About Marcal Paper Mills Inc.

Headquartered in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of  
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MARCAL PAPER: Has Until June 28 to Make Lease-Related Decisions
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
further extended Marcal Paper Mills Inc.'s period within which it
can assume or reject unexpired leases of nonresidential real
property through and including June 28, 2007.

The Debtor's time to assume or reject unexpired leases expired on
March 30, 2007.

Since its bankruptcy filing, the Debtor has been conducting its
operations from including, but not limited to, the facilities
leased pursuant to the unexpired commercial property leases
identified in a full list available for free at:

               http://researcharchives.com/t/s?1a4f

The unexpired leases relate to the Debtor's office, manufacturing
and warehousing space.

The Debtor assured the Court that it is, and will continue to be,
current on its postpetition obligations under the unexpired leases
in accordance with Section 365(d)(3) of the Bankruptcy Code.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A. told the Court that the unexpired leases represent
important assets of the Debtor's estate.  Given the relative
infancy of this case, however, the Debtor has not had sufficient
opportunity to determine precisely how the unexpired leases will
tie into its reorganization efforts, he explains.

Hence, Mr. Sirota said, extending the period to assume or reject
the unexpired leases will provide the Debtor the time and
flexibility it needs to coordinate the assumption or rejection of
its unexpired leases with the formulation of its Chapter 11 plan.

Mr. Sirota warned that if the requested extension is not granted,
the Debtor will be compelled either to assume, in some instances,
large, long-term liabilities, thereby potentially creating
substantial administrative expense claims at any early stage in
this cases, or forfeit leases prematurely, impairing its ability
to operate and preserve the going concern value of its business.

Headquartered in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- produces over 160,000 tons of  
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 18 classes of Merrill Lynch Mortgage Trust
2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series
2004-MKB1 as:

    - Class A-1, $25,145,842, affirmed at Aaa
    - Class A-1A, $154,039,662, affirmed at Aaa
    - Class A-2, $379,800,000, affirmed at Aaa
    - Class A-3, $65,000,000, affirmed at Aaa
    - Class A-4, $169,657,000, affirmed at Aaa
    - Class X-P, Notional, affirmed at Aaa
    - Class X-C, Notional, affirmed at Aaa
    - Class B, $26,946,000, upgraded to Aaa from Aa2
    - Class C, $11,023,000, upgraded to Aa2 from Aa3
    - Class D, $25,721,000, affirmed at A2
    - Class E, $11,024,000, affirmed at A3
    - Class F, $13,473,000, affirmed at Baa1
    - Class G, $12,248,000, affirmed at Baa2
    - Class H, $11,023,000, affirmed at Baa3
    - Class J, $3,675,000, affirmed at Ba1
    - Class K, $4,899,000, affirmed at Ba2
    - Class L, $4,899,000, affirmed at Ba3
    - Class M, $4,899,000, affirmed at B1
    - Class N, $2,450,000, affirmed at B2
    - Class P, $3,674,000, affirmed at B3

As of the April 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.8%
to $943.0 million from $979.9 million at securitization.  The
Certificates are collateralized by 69 mortgage loans ranging in
size from less than 1.0% to 15.9% of the pool, with the top 10
loans representing 55.9% of the pool.  The pool includes two
shadow rated loans representing 21.7% of the pool.  Three loans,
representing 10.9% of the pool, have defeased and are secured by
U.S. Government securities.

There have been no losses since securitization.  Currently there
is one loan, representing less than 1.0% of the pool, in special
servicing.  Moody's is estimating a loss of approximately $400,000
from this specially serviced loan.  Three loans, representing 2.4%
of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for approximately 98.5% and 94.2%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 89.4%, compared to 93.4% at securitization.  Moody's
is upgrading Classes B and C due to increased credit support,
improved overall pool performance and defeasance.

The largest shadow rated loan is the Great Mall of the Bay Area
Loan ($151.0 million - 16.0%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located in
Milpitas, California.  The property was 88.0% leased as of
September 2006, the same as at securitization.  The loan is
interest only for its entire five year term.  Moody's current
shadow rating is Baa2, the same as at securitization.

The second shadow rated loan is the Galileo Pool #2 Loan
($54.0 million - 5.7%), which is secured by 14 retail centers
totaling 965,000 square feet.  The centers are located in eight
states with the largest concentration in Georgia (3), Tennessee
(2) and Florida (2).  Moody's current shadow rating is A2, the
same as at securitization.

The top three non-defeased conduit loans represent 17.2% of the
outstanding pool balance.  The largest conduit loan is the Galileo
Pool #1 Loan ($77.0 million - 8.2%), which is secured by 10 retail
properties totaling 1.3 million square feet and located in eight
states.  Moody's LTV is 76.1%, the same as at securitization.

The second largest conduit loan is the ARC MHC Portfolio Loan
($58.5 million - 6.2%), which is secured by 16 manufactured
housing facilities totaling 3,273 pads.  The facilities are
located in eight states with the largest concentrations in Utah
(3) and Georgia (2).  Moody's LTV is 92.3%, compared to 95.5% at
securitization.

The third largest conduit loan is the West Point Crossing Shopping
Center Loan ($26.9 million - 2.8%), which is secured by a 241,000
square foot retail center located in Tucson, Arizona.  The
property is currently 99.0% occupied. Moody's LTV is 92.4%,
compared to 95.7% at securitization.


MESA GLOBAL: S&P Cuts Rating on S. 2001-5 Class M-2 Certs. to D
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
certificates from three transactions issued by MESA Global
Issuance Co. Concurrently, the rating on one class from MESA Trust
2001-5 was lowered, while the ratings on the remaining two classes
from this transaction and various MESA Global Issuance Co. series
were affirmed.
     
The raised ratings reflect pool performance and/or the shifting
interest structures of the deals, which have led to projected
credit support percentages that are at least 2x the percentage at
the higher rating levels.  For series 2001-4 and 2002-2, the
upgraded classes are the only classes outstanding in the
respective transactions.  These deals have paid down to 8.66% and
10.51% of their original principal balances, respectively, and
have moderate amounts of overcollateralization.  The sequential
payment of principal to series 2002-3, due to a failing
delinquency and cumulative loss trigger, warrants the upgrade of
class M-2. S&P do not expect these tranches to absorb any future
realized losses.
     
The downgrade of class M-2 from MESA Trust 2001-5 is due to the
$336,532 in cumulative losses absorbed by the class during the
January through March 2007 remittance periods.  This class was
downgraded to 'CCC' on Sept. 29, 2006, and O/C for the deal was
continually eroded each month until its default in January.  As of
the March 2007 remittance period, this transaction had realized
$18.78 million (11.57% of the original principal balance) in
cumulative realized losses, and the six- and 12-month average
monthly loss amounts were comparable, at $245,858 and $259,442,
respectively.  
     
The affirmations reflect sufficient current and projected credit
support at the respective rating levels.
     
The seasoning of these pools ranges from 52 to 67 months, while
losses range from $11.78 million (series 2002-3) to $43.208
million (series 2002-1).  Series 2001-4 and 2001-5 consist of
scratch-and-dent (document-deficient, reperforming) collateral;
series 2002-1 and 2002-2 consist of second-lien high CLTV loans;
and series 2002-3 consists of subprime collateral.
     
Credit enhancement for these transactions is provided by O/C,
excess interest, and subordination.  Additionally, class A from
series 2001-5 benefits from bond insurance provided by Ambac
Assurance Corp.

                        Ratings Raised

                   MESA Global Issuance Co.
                                   
                                     Rating
                                     ------
             Series     Class      To      From
             ------     -----      --      -----
             2001-4      B         A+       BBB
             2002-2      B-2       A+       BBB
             2002-3      M-2       AAA      AA

                         
                         Rating Lowered

                                                     MESA Trust
                                   
                                      Rating
                                      ------
               Series    Class     To       From
               ------    -----     --       ----
               2001-5     M-2      D         CCC

                      
                         Ratings Affirmed
            
                            MESA Trust

              Series       Class            Rating
              ------       -----            ------
              2001-5        A                AAA
              2001-5        M-1              A


                      MESA Global Issuance Co.
                 
              Series       Class            Rating
              ------       -----            ------
              2002-1       M-2              AAA
              2002-1       B-1              BBB
              2002-1       B-2              CCC
              2002-3       M-1              AAA
              2002-3       B-1              BBB
              2002-3       B-2              BB


MESA TRUST: Moody's Cuts Rating on Class B Certificates to Caa3
---------------------------------------------------------------
Moody's Investors Service has downgraded the Class B certificates
issued by Mesa Trust 2001-2.

The action is based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transaction is backed by first
and second-lien fixed and adjustable-rate subprime mortgage loans.

The complete rating action is:

Issuer: Mesa Trust 2001-2

Downgrade:

    * Class B, downgrade to Caa3 from B3.


MESABA AVIATION: Emerges from Bankruptcy as Northwest Subsidiary
----------------------------------------------------------------
Mesaba Aviation Inc. dba Mesaba Airlines Inc. emerged from Chapter
11 bankruptcy protection yesterday, April 24, 2007.

As reported in the Troubled Company Reporter on April 11, 2007,
The U.S. Bankruptcy Court for the District of Minnesota has
confirmed Mesaba's Plan of Reorganization.

In confirming the plan, the Court determined that the Plan had
been accepted by creditors and otherwise satisfied the
requirements of the Bankruptcy Code.  The company's creditors
voted overwhelmingly in support of the Plan.

The Plan implements a stock purchase and reorganization agreement
with Northwest Airlines Corporation under which Mesaba would
become a wholly owned subsidiary of Northwest Airlines.

Mesaba expected to exit from Chapter 11 bankruptcy protection when
the POR becomes effective and the acquisition by Northwest
Airlines will be completed.

"We are pleased to have completed the restructuring process and to
become a member of the Northwest Airlines' family," John Spanjers,
president and chief operating officer, Mesaba Airlines, said.  "A
great deal of thanks goes to the employees of Mesaba who remained
committed and worked extremely hard during the restructuring
process to position Mesaba for long-term success.  The support of
Northwest Airlines will further enable us to accomplish this
goal."

The airline was successfully restructured under the guidance of
the Court and Mesaba's Official Committee of Unsecured Creditors.

                      About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a  
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines(OTC:NWACQ.PK).  The company filed for chapter
11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-
39258).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath &
Nauman PA, represents the Debtor in its restructuring efforts.
Craig D. Hansen, Esq., at Squire Sanders & Dempsey, L.L.P.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $108,540,000 and total debts of $87,000,000.


MIRANT CORP: Court OKs Bowline to Assume $200MM Insurance Policy
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved Mirant Bowline LLC, an affiliate of Mirant Corp., to
assume an insurance policy -- Owner's Title of Insurance Policy
No. 26-031- 92-56864 -- issued by Fidelity National Title
Insurance Company of New York for $200,716,836.

As reported in the Troubled Company Reporter on March 21, 2007,
Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, informs the Court that the Insurance Policy covered
certain real property purchased by Mirant Bowline located in
the Town of Haverstraw and the Village of West Haverstraw, County
of Rockland, New York.  The Insurance Policy became effective
on July 1, 1999.

Mr. Prostok asserts that the Fidelity Insurance Policy is
economically beneficial to Mirant Bowline.  In addition,
Mirant Bowline is current on all prepetition and postpetition
obligations under the Insurance Policy, and the requirements of
Section 365(b)(1) of the Bankruptcy Code governing the treatment
of defaults in contracts and unexpired leases do not apply.

Accordingly, Mr. Prostok said, there are no cure amounts as of
the assumption of the Insurance Policy.

                        About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces    
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 121; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


MIRANT CORP: Selling Caribbean Business to Marubeni for $1.082BB
----------------------------------------------------------------
Mirant Corporation has entered into a definitive purchase and sale
agreement with a subsidiary of Marubeni Corporation for the sale
of its Caribbean business for $1.082 billion, which includes
related debt of approximately $350 million, power purchase
obligations of approximately $153 million and estimated working
capital at closing.  The net proceeds to Mirant from the sale are
expected to be approximately $565 million after payment of
transaction costs estimated to be approximately $14 million.  Upon
completion of the transaction, Mirant expects to realize a pre-tax
gain of approximately $65 million for financial reporting purposes
and a gain for tax reporting purposes of approximately $150
million.  The transaction is expected to close by mid-2007 after
the satisfaction of various conditions to closing.

Mirant's Caribbean business includes controlling interests
in two integrated utilities: Jamaica Public Service Company
("JPS") of which Mirant owns 80% and Grand Bahama Power Company
of which Mirant owns 55%.  Mirant also owns 39% of PowerGen, the
owner and operator of three power plants in Trinidad, 25% of
Curacao Utilities Company which provides electricity and other
utility services and a $40 million convertible preferred equity
interest in Aqualectra, an integrated water and electric company
in Curacao.

JPS purchases power under power purchase agreements ("PPAs")
with two independent generation companies.  The sole purpose of
these independent companies is to generate power for sale to JPS.  
Prior to the third quarter of 2006, Mirant had accounted for the
PPAs as capital leases.  During the third quarter of 2006, Mirant
reevaluated these PPAs based on evolving interpretations of the
Financial Accounting Standards Board (FASB) Interpretation No.
46, "Consolidation of Variable Interest Entities," as amended.  
As a result of this reevaluation, beginning with the third
quarter of 2006, Mirant now consolidates the assets and
liabilities of the two independent generation companies and,
accordingly, does not reflect the PPAs as capital leases.  The
PPAs will remain obligations of JPS after the sale is completed.

"We have valued doing business in Curacao, Grand Bahama,
Jamaica and Trinidad," said Edward R. Muller, Chairman and Chief
Executive Officer of Mirant Corporation.  "We wish the people of
all four countries and Marubeni Corporation great success."

Mirant was advised in the transaction by J.P. Morgan Securities
Inc., as financial advisor.

Mirant is a competitive energy company that produces and
sells electricity in the United States, the Caribbean, and the
Philippines.  Mirant owns or leases approximately 17,300
megawatts of electric generating capacity globally.  The company
operates an asset management and energy marketing organization
from its headquarters in Atlanta.  For more information, please
visit http://www.mirant.com

                        About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces    
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant
NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New
York, Inc., and Hudson Valley Gas Corporation, were not included
and have yet to submit their plans of reorganization.  (Mirant
Bankruptcy News, Issue No. 121; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MOBILE MINI: S&P Rates $125 Million Senior Unsecured Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating to
Mobile Mini Inc.'s $125 million senior unsecured notes due 2015.  
At the same time, S&P affirmed its ratings on Mobile Mini,
including the 'BB' corporate credit rating.  The outlook was
revised to positive from stable.
      
"Proceeds from the unsecured notes will be used to redeem the
outstanding $98 million balance of 9.5% unsecured notes as well as
repay a portion of bank debt," said Standard & Poor's credit
analyst Betsy Snyder.  "The outlook revision is based on the
positive effect of the recapitalization, which includes the new
notes and an amended and increased unrated credit facility, as
well as continuing strong earnings and cash flow, on the company's
financial profile."
     
Ratings on Mobile Mini reflect its relatively small revenue base
and the narrow business segment of the industry in which it
operates-the leasing of portable storage units.  Ratings also
incorporate the company's leading market position and moderate
financial profile.
     
Mobile Mini's fleet is composed of over 156,000 units, primarily
steel storage containers, as well as a smaller fleet of mobile
offices and van trailers.  The company is one of only two national
participants in a fragmented industry, operating out of 63
branches in North America, the U.K., and the Netherlands.  Major
competitors include Mobile Storage Group Inc. (B+/Stable/--, with
a fleet of over 102,000 units operating out of 78 locations, and,
to a much lesser extent, Williams Scotsman Inc. (BB-/Stable/--).
     
The leasing of portable storage units has grown over the past
several years, as it provides a flexible, low-cost, and convenient
alternative to permanent warehouse space and self-storage sites.  
However, portable storage is a relatively narrow segment of the
large self-storage business.  The company's mobile storage unit
leasing business has tended to be somewhat recession-resistant.  
This is due to a diverse customer base (approximately 91,000),
which includes construction (40% of units on lease, primarily
nonresidential); consumer service and retail businesses (36%);
with the balance consumers, industrial and commercial businesses,
institutions, and government agencies.  As a result, the company's
utilization rates, while seasonal, have historically tended to be
fairly stable in the high-70% to mid-80% range, resulting in
relatively predictable and stable cash flow.  The company also
benefits from the ability to redeploy assets to different
geographic areas if demand and/or supply necessitates.
     
Mobile Mini's earnings and cash flow should improve with
continuing strong demand in both its existing and acquired
operations.  If the company's credit ratios continue to improve,
despite an ongoing heavy capital spending program, ratings could
be raised modestly.  A larger-than-expected increase in capital
spending or significant debt-financed acquisitions could result in
a stable outlook.


NEW CENTURY: Board of Directors Adopts Key Employee Incentive Plan
------------------------------------------------------------------
New Century Financial Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that its board
of directors adopted the Key Employee Incentive Plan and the
Executive Incentive Plan on April 10, 2007.

New Century Financial disclosed that eight executives are
expected to participate in the Executive Incentive Plan:

   1. Brad Morrice, president and chief executive officer of New
      Century Financial;

   2. Tajvinder S. Bindra, executive vice president and chief
      financial officer of New Century Financial;

   3. Kevin M. Cloyd, executive vice president of New Century
      Financial and president of NC Capital Corporation, New
      Century Financial's secondary marketing subsidiary;

   4. Patti M. Dodge, executive vice president of New Century
      Financial;

   5. Joseph F. Eckroth, Jr., executive vice president of New
      Century Financial;

   6. Robert J. Lambert, New Century Financial senior vice
      president for Leadership and Organizational Development;

   7. Anthony T. Meola, New Century Financial's executive vice
      president for Loan Production; and

   8. Stergios Theologides, New Century Financial's executive
      vice president for Corporate Affairs and General Counsel.

The eight executives will not participate in the Key Employee
Incentive Retention Plan.

New Century Financial expects that approximately 120 employees
could participate in the Incentive Retention Plan.

Payments under the Incentive Plan will be in lieu of any other
performance bonus or retention compensation from the company or
any of its subsidiaries under any other plan, program, agreement,
applicable law, or policy otherwise applicable to the plan
participants, New Century clarified.

A full-text copy of the New Century Financial Corporation Key
Employee Incentive Retention Plan is available at no charge at:

               http://researcharchives.com/t/s?1db7

A full-text copy of the New Century Financial Corporation
Executive Incentive Plan is available at no charge at:

               http://researcharchives.com/t/s?1db8

                        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: Court OKs Bidding Protocol for Sale of 2,000 Loans
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures New Century Financial Corporation and its
debtor-affiliates proposed in connection with the sale of a pool
of roughly 2,000 mortgage loans and mortgage-backed residual
interests in securitization trusts to Greenwich Capital Financial
Products Inc.

The Honorable Kevin J. Carey authorized the Debtors to pay a
$945,000 breakup fee to Greenwich in the event they consummate a
sale with another buyer.  

The breakup fee will be paid in cash as an administrative expense
of the Debtors with priority over any and all administrative
expenses of the kind specified in Sections 503(b) or 507(b) of
the Bankruptcy Code, the Court rules.

All competing bids are due April 30, 2007.  If a qualifying
competing bid is received, the Debtors will conduct an auction on
May 2 at the offices of O'Melveny & Myers LLP in New York.  The
Court will hold a hearing to consider approval of the winning bid
on May 7.

Any overbid submitted by Greenwich will be deemed to include the
full amount of the breakup fee potentially payable by the Debtors,
Judge Carey adds.

Objections, if any, to the sale of the Purchased Assets are due
May 2, 2007.

Judge Carey overruled all objections to the Bidding Procedures
Motion that have not been withdrawn, waived or settled.

The Debtors filed with the Court on April 13, 2007, schedules of
the LNFA Mortgage Loans and Residuals subject to the sale.

A schedule of the LNFA Mortgage Loans is available at no charge
at http://researcharchives.com/t/s?1db5

A schedule of the Residuals is available at no charge at
http://researcharchives.com/t/s?1db6

As reported in the Troubled Company Reporter on Apr. 13, 2007, the
Debtors sought to sell those mortgage loans for $50,000,000 in the
aggregate, to Greenwich, subject to higher and better offers.

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

The Debtors also sought permission to pay a $1,000,000 breakup fee
to Greenwich in the event they consummate a sale with another
party.  

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

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

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

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

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

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

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

                         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).


NORTHWEST AIRLINES: Completes Acquisition of Mesaba Airlines
------------------------------------------------------------
Northwest Airlines Corporation disclosed that Mesaba Aviation dba
Mesaba Airlines Inc., which emerged from Chapter 11 bankruptcy
protection yesterday, has been acquired by Northwest Airlines.  
Mesaba, which becomes a wholly owned subsidiary, operates a fleet
of 50 regional aircraft under the Northwest Airlink banner.

"Mesaba Airlines has served our customers for more than 22 years,
and now Northwest is pleased to strengthen this long-standing
relationship," Doug Steenland, president and chief executive
officer, Northwest Airlines, said.  "The acquisition of Mesaba by
Northwest ensures that our passengers will continue to enjoy
conveniently-timed flights that connect to the Northwest global
network through our three domestic hubs at Detroit,
Minneapolis/St. Paul and Memphis."

"We are pleased to have completed the restructuring process and to
become a member of the Northwest Airlines' family," John Spanjers,
president and chief operating officer, Mesaba Airlines, said.  "A
great deal of thanks goes to the employees of Mesaba who remained
committed and worked extremely hard during the restructuring
process to position Mesaba for long-term success.  The support of
Northwest Airlines will further enable us to accomplish this
goal."

Northwest acquired Mesaba after that airline was successfully
restructured under the guidance of the U.S. Bankruptcy Court for
the District of Minnesota and Mesaba's Official Committee of
Unsecured Creditors.

                      About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a  
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines(OTC:NWACQ.PK).  The company filed for chapter
11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-
39258).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath &
Nauman PA, represents the Debtor in its restructuring efforts.
Craig D. Hansen, Esq., at Squire Sanders & Dempsey, L.L.P.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $108,540,000 and total debts of $87,000,000.  The
U.S. Bankruptcy Court for the District of Minnesota confirmed
Mesaba Aviation Inc., dba Mesaba Airlines' Plan of Reorganization
on April 10, 2007.

                    About Northwest Airlines

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

                           Plan Update

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


NVF COMPANY: Disclosure Statement Hearing Scheduled Tomorrow
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing tomorrow, April 26, 2007, 10:00 a.m., at
Courtroom No. 2, 824 Market Street, 6th Floor in Wilmington,
Delaware, to consider the adequacy of NVF Company's Disclosure
Statement explaining its Chapter 11 Plan of Reorganization.

                       Overview of the Plan

The Plan contemplates distribution of cash from the sale of:

     i. Kenneth Square Property and Surplus Yorklyn Property; and

    ii. additional borrowings of approximately $500,000 under the
        DIP Loan.

The Debtor says that additional borrowings under the DIP Loan will
be used to pay all allowed administrative, tax, and other priority
claims on the Plan effective date.

                       Treatment of Claims

Under the Plan, holders of Other Priority Claims will be paid in
full, in cash.

Each holder of Secured Claims will also be paid in full, either
by:

     i. payment in cash;

    ii. abandonment of the property securing its claim; or

   iii. other treatment as agreed to by the Debtor and the holder.

New Castle County's claim will be treated solely as stated in the
Agreed Plan Term Sheet agreed upon by the Debtor, New Castle and
the Official Committee of Unsecured Creditors.

On account of the Pension Benefit Guaranty Corporation's claim, it
will paid in accordance with the terms of that certain agreement
between the Debtor and Posner Estate, dated April 25, 1996.  
Additionally, Pension Benefit will be permitted to pursue claims
against the Debtor after the Plan is confirmed.

Pension Benefit refers to the claim against the Debtor related
to the underfunded pension plan for hourly paid employees in
Broadview, Illinois; Los Angeles, California; Holyoke,
Massachusetts; Delaware; and Pennsylvania.

Posner Estate DIP Financing Claims will receive cash proceeds
remaining from the sale of:

     i. Kenneth Square Property after payment of the Unsecured
        Credtors Kennett Distribution; and

    ii. Yorklyn Property after payment of New Castle County
        Claims.

Prepetition Posner Estate Claims will receive all proceeds from
the sale of:

     i. Kenneth Square Property, if any, that remain after of the
        Unsecured Creditors Kennett Distribution, which payment
        will satisfy the Unsecured Creditors Secured Plan Note and
        the GUC Plan Mortgage, and Posner Estate DIP Financing
        Claims; and

    ii. Surplus Yorklyn Property that remain after payment of New
        Castle County Claim and any remaining portion of the
        Posner Estate DIP Financing Claims.

In addition, Posner Estate will receive 100% of the Debtor's
common stock after the effective date of the Plan.

Each holder of Unsecured Claims will be paid in full, in
consideration of the settlement, release and discharge of the
holder's:

     i. pro rata share of the cash payment or the Unsecured
        Creditors Kennett Distribution, which will be made
        pursuant to the GUC Plan Trust Agreement by the GUC
        Plan Trustee; or

    ii. pro rata share of the proceeds of the Unsecured Creditors
        Plan Secured Note.  

All holders of Asbestos Claims will retain their claims and will
be permitted to pursue their claims against the Debtor after the
Plan is confirmed.

Holders of Equity Interest will not receive any distribution under
the Plan.

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

   http://www.researcharchives.com/bin/download?id=070424022512

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--   
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


OMNOVA SOLUTIONS: Commences $165MM Sr. Notes Cash Tender Offering
-----------------------------------------------------------------
OMNOVA Solutions Inc. commenced a cash tender offer to purchase
any and all of its outstanding 11-1/4% senior secured notes due
2010 (CUSIP No. 682129AC5).  The aggregate principal amount of the
Notes outstanding is $165 million.

In conjunction with the tender offer, the company is soliciting
noteholder consents to effect certain amendments to the indenture
governing the Notes to eliminate substantially all of the
restrictive covenants.  The tender offer is scheduled to expire
at 8:00 a.m., New York City time, on May 18, 2007, unless extended
or earlier terminated.

The consent solicitation will expire at 5:00 p.m., New York City
time, on May 3, 2007, unless extended or earlier terminated.  The
tender offer is conditioned upon the consummation of a new term
loan of approximately $150 million to be entered into on or prior
to the Expiration Date and the amendment of, and additional
borrowings under, the company's existing senior secured credit
facility, well as other general conditions.  The tender offer is
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated April 20, 2007, which sets forth
more fully the terms and conditions of the tender offer and
consent solicitation.

Assuming the payment date for Notes purchased in the tender offer
is before June 1, 2007, the purchase price for each $1,000
principal amount of Notes tendered and accepted for payment
pursuant to the tender offer will be determined at 2:00 p.m., New
York City time, on the tenth business day prior to the Expiration
Date, which price determination date is expected to be May 4,
2007, in the manner described in the Offer to Purchase.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on the Consent Date will be calculated based on the
present value on the payment date of the sum of $1,056.25 plus
interest payments through June 1, 2007, determined using a
discount factor equal to the yield on May 4, 2007 of the 3.5% U.S.
Treasury Note due May 31, 2007, plus a fixed spread of 50 basis
points, less accrued and unpaid interest to, but not including,
the payment date.  If the payment date for the Notes purchased in
the tender offer is on or after June 1, 2007, the purchase price
will be $1,060.94, which represents the redemption price on
June 1, 2007, plus the equivalent of two weeks of interest.
    
Holders who tender on or prior to the Consent Date will receive
the total consideration, which includes a $30 consent payment
per $1,000 principal amount of Notes.  Holders who tender after
the Consent Date and on or prior to the Expiration Date will
receive the total consideration minus the $30 consent payment. In
either case, the company will pay Holders of record on
May 15, 2007 whose Notes are validly tendered and accepted for
purchase accrued and unpaid interest up to, but not including, the
payment date.  Payments will be made promptly on or after the
Expiration Date.  

The company has retained Deutsche Bank Securities Inc. to serve as
the Dealer Manager for the tender offer and the consent
solicitation.  Questions concerning the terms of the tender offer
may be directed to:

   Deutsche Bank Securities Inc.
   Tel: (212) 250-5655 (collect)

Copies of the Offer to Purchase may be obtained by calling the
information agent:

   MacKenzie Partners Inc.
   Tel: (800) 322-2885 (toll free)
    
                    About OMNOVA Solutions Inc.

Based in Fairlawn, Ohio, OMNOVA Solutions Inc. (NYSE: OMN) --
http://www.OMNOVA.com/-- is a specialty chemical producer.  The  
company has leading positions in styrene-butadiene latex
production, vinyl wallcovering, coated fabrics and decorative
laminates.  For the last 12 months ended Aug. 31, 2006, the
company had operating EBITDA of $50.1 million on sales of $812.2
million unadjusted for the recent divestiture.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2006,
Fitch Ratings affirmed these credit ratings for OMNOVA Solutions
Inc. (i) Issuer default rating at 'B+'; (ii) Senior secured credit
facility at 'BB+, recovery rating 1'; and (iii) Senior secured
notes at 'B+/RR4'.  The Rating Outlook is Stable.


ORECK CORP: S&P Rates Proposed $150 Mil. Term Loan Facility at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit ratings on New Orleans, Louisiana- based Oreck Corp.  At
the same time, it removed all ratings from CreditWatch with
negative implications, where they were placed on March 12, 2007,
reflecting concerns about Oreck's liquidity and continued
significantly weaker-than-expected operating performance triggered
by the impact of Hurricane Katrina on the Company's operations.  
The outlook is negative.
     
Also, Standard & Poor's assigned its loan and recovery ratings to
Oreck's proposed $130 million first-lien term loan facility and
$20 million first-lien revolving credit facility.  The loans were
rated 'B-', with a recovery rating of '3', indicating the
expectation of meaningful (50%-80%) recovery of principal in the
event of a payment default.  Standard & Poor's also assigned
ratings to Oreck's proposed $50 million second-lien term loan
facility.  The second-lien facility received a 'CCC' rating, with
a recovery rating of '5', indicating the expectation of negligible
(0%-25%) recovery of principal in the event of a payment default.
     
Proceeds from the new bank facilities will be used to repay all
existing outstanding bank debt, and to pay fees and expenses.
     
"While the structure of the new bank facilities should provide the
company with some enhanced liquidity," said Standard & Poor's
credit analyst Christopher Johnson, "we remain concerned about the
company's very weak operating trends as it continues to put in
place new infrastructure and fill key senior management
positions."  These initiatives were prompted primarily by the
impact of Hurricane Katrina on the company's operations.


OREGON IMAGING: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oregon Imaging, L.P.
        2600 North Oregon Street, Suite 200
        El Paso, TX 79902

Bankruptcy Case No.: 07-30453

Chapter 11 Petition Date: April 23, 2007

Court: Western District of Texas (El Paso)

Judge: Robert C. McGuire

Debtor's Counsel: Bernard R. Given, II, Esq.
                  Beck & Given, P.C.
                  5915 Silver Springs Drive, Building 4
                  El Paso, TX 79912
                  Tel: (915) 544-5545
                  Fax: (915) 544-1620

Total Assets: $2,288,510

Total Debts:  $1,009,535

Debtor's Three Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Hitachi Capital America Corp.              $104,569
800 Connecticut Avenue                     Secured:
Norwalk, CT 06854                          $200,000

                                            $22,732

Debbie & Hugo Isuani                        $49,561
810 Forest Willow
El Paso, TX 79922

GE Healthcare Financial Services            $71,167
20225 Watertown Boulevard
Brookfield, WI 53045


PARADISE MUSIC: Tinter Scheifley Raises Going Concern Doubt
-----------------------------------------------------------
Paradise Music & Entertainment Inc. filed its audited financial
statements for the year ended Dec. 31, 2005, with the Securities
Exchange Commission on April 19, 2007.

Tinter Scheifley Tang LLP, in Denver, expressed substantial doubt
about Paradise Music & Entertainment Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditing firm
pointed to the company's loss from operations and working capital
and stockholders' deficits.  

The company reported a net loss of $124,411 on sales of
$2.9 million for the year ended Dec. 31, 2005, compared with a net
loss of $126,803 on zero revenues for the year ended
Dec. 31, 2004.

At Dec. 31, 2005, the company's balance sheet showed $1.7 million
in total assets and $9.3 million in total liabilities, resulting
in a $7.6 million total stockholders' deficit.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $842,772 in total current assets, available to pay
$8.9 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2005, are available for
free at http://researcharchives.com/t/s?1dc8

                       About Paradise Music

Paradise Music & Entertainment Inc. (Other OTC: PDSE.PK) is a
diversified holding company which, through its wholly owned
subsidiary, Environmental Testing Laboratories Inc., operates in
the environmental testing industry.  The company is seeking to
attract and subsequently acquire additional companies operating in
the environmental testing industry and manufacturing industries.  
The company operates offices in New York and Colorado.


PIONEER NATURAL: Fitch Revises Outlook to Negative from Stable
--------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Pioneer Natural
Resources' debt ratings to Negative from Stable following the
announcement that it will create two master limited partnerships
and contribute a portion of the company's ownership interest in
the Spraberry and Raton fields.  In addition, the company
announced that its Board of Directors approved a $450 million
increase in the share repurchase program.  Fitch currently rates
Pioneer's Issuer Default Rating and senior unsecured debt 'BB+'.

Pioneers' announcement indicates the company will be creating two
MLPs.  The first of these will be created in the second half of
2007 and will acquire an interest in the company's Spraberry field
of West Texas.  Pioneer intends to sell MLP units to generate
proceeds of $250 million; however, the company plans to retain the
general partner interest as well as hold a majority ownership in
the units of the MLP.  The second MLP will be created in 2008 and
will acquire an interest in the company's Raton Basin field in
southern Colorado.  The company expects to generate additional
proceeds of $250 million from the sale of MLP units while again
retaining majority ownership of the MLP units and the GP interest.

It is important to note that a number of the key details regarding
the announced transactions remain unknown at this time.  Still
unknown are the ultimate size and form of the interest in the
Spraberry and Raton fields, which will be contributed to the MLPs
in addition to the use of proceeds that are generated from the
sale of interests to the MLPs.  Despite these unknowns, Fitch
believes the revision of the Rating Outlook to Negative
incorporates Fitch's generally negative views on these
transactions as well as Pioneer's trend over the past 2-3 years of
selling assets and using proceeds to fund primarily share
repurchases.  While the company made no mention of proceeds being
used to repay borrowings, this remains a possibility and could
mitigate the otherwise negative views regarding the announcement.  
Additionally, a sustained improvement in the valuation of
Pioneer's reserves by equity markets would be viewed positively by
Fitch as this could imply fewer shareholder-friendly transactions
in the future.

Pioneer's debt/barrels of oil equivalent and debt/proved developed
producing metrics, while expected to deteriorate, likely will not
look significantly leveraged relative to the company's peer group
upon completion of the announced transactions.  However, Pioneer
will be selling ownership interest in its two primary reserve
basins with proceeds expected to fund share repurchases.  
Additionally, Pioneer will have the ability of additional asset
drop downs to the MLPs in the future which could result in a
continued liquidation of the company's reserves.  Future ratings
changes will be evaluated based on the size and nature of the
interest sold to the MLPs, the loss of production and resulting
expectations for free cash flow of the company, use of proceeds
generated by the sales, and the timing of share repurchases.

Pioneer is a large independent oil & gas exploration and
production company with operations in the U.S. (Permian Basin,
Mid-Continent, Rockies, Gulf Coast & Alaska), Canada and Africa
(Tunisa and South Africa).  At year-end 2006, the company had
approximately 905 million boe of proven reserves.  Its
headquarters are in Irving, Texas.


PIONEER NATURAL: Planned Partnerships Cue S&P to Affirm BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on oil and gas exploration and production company
Pioneer Natural Resources Co.  The outlook is stable.
     
Irving, Texas-based Pioneer had $1.6 billion of balance sheet debt
at Dec. 31, 2006.
     
"The affirmation follows Pioneer's announcement that it intends to
form two master limited partnerships using certain of its oil &
natural gas producing properties in the Raton and Spraberry
basins," said Standard & Poor's credit analyst Ben Tsocanos.
     
Pioneer expects the MLPs to raise about $500 million through IPOs,
which Standard & Poor's expects would be used to fund the transfer
of properties from the parent.  Pioneer believes the properties
will receive a higher market valuation in an MLP because of the
tax characteristics the structure.
     
The properties associated with the MLPs are mature, long-lived,
slow-producing, and relatively predictable reserves.  S&P view the
formation of the partnership as unfavorable for Pioneer's credit
quality, because lower-risk reserves are removed from the
company's direct asset base, and because proceeds are likely to be
used to fund a recently announced increase in share repurchases.  
However, S&P expect that the amount of reserves associated with
the formation of the MLPs will represent a relatively small
proportion of Pioneer's total reserves.  Sufficient flexibility
exists in the company's credit profile at the current rating to
absorb the transaction without change in rating or outlook.
     
S&P will continue to treat the partnerships and the company as
consolidated entities because Pioneer will owns the general
partnership interests and has an economic incentive to support
them.
     
"The stable outlook reflects our expectation that Pioneer will
focus on developing its core properties to rebuild production,"
Mr. Tsocanos said.  "Significant deterioration in operating
performance or financial leverage could result in a negative
outlook.  To raise the ratings, we would have to see demonstrated
moderation of the company's aggressive financial policies."


RECKSON OPERATING: S&P Lowers Rating on Sr. Unsecured Notes to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on Reckson Operating Partnership L.P. and removed it
from CreditWatch, where it was placed with negative implications
on Aug. 4, 2006.  At the same time, the 'BBB-'corporate credit
rating on Reckson Associates Realty Corp. was withdrawn, following
the acquisition of that entity by unrated SL Green Realty Corp.  
Additionally, the rating on Reckson's senior unsecured notes was
lowered to 'BB+' and removed from CreditWatch.  The outlook on
Reckson is positive.
     
In January 2007, SL Green acquired Reckson's New York City and
southern Connecticut assets, most of Reckson's Westchester County,
New York assets, and interests in Reckson's structured finance
notes and Reckson Strategic Venture Partner, for $4.0 billion net
consideration.  As a result of the acquisitions, Reckson, the
issuer of the rated notes, is now a subsidiary of SL Green, whose
total assets are now estimated at roughly $9.5 billion on
undepreciated cost basis.  The credit quality of Reckson now
reflects the implied credit quality of its unrated parent, SL
Green, which has agreed to provide a full and unconditional
guarantee of all obligations under the indenture governing
Reckson's senior unsecured notes.  The ratings on the Reckson
bonds are notched from the issuer credit rating, reflecting their
subordination to secured creditors at SL Green.
      
"The ratings acknowledge the exceptionally strong market
conditions in Midtown Manhattan, which have resulted in embedded
rental growth potential within the combined, predominantly
Manhattan-based, office properties," said credit analyst Beth
Campbell.  "SL Green management's demonstrated track record
of recycling capital has resulted in strong and stable cash flow
and above-average debt coverage measures historically. However, we
expect weaker gain-adjusted credit metrics in the near term as a
result of the leveraged Reckson merger.  Additional credit
considerations include significant geographic concentration, as
well as moderate property and tenant concentrations."
     
SL Green's cash flow stream is expected to benefit from the
realization of rent growth embedded within its portfolio of well-
located office properties, which is bolstered by current
extraordinarily strong demand for office space in Midtown
Manhattan.  S&P would consider raising our rating in the
medium term if SL Green profitably integrates the Reckson
portfolio and moderately deleverages its balance sheet post-
merger.  The company's unique, essentially single-market-focused
business strategy and demonstrated local market capital-recycling
expertise mitigates downward rating pressure at this time,
although single-market concentration remains a credit
consideration.


RELIANT ENERGY: Moody's Changes SGL Rating to SGL-2 from SGL-3
--------------------------------------------------------------
Moody's Investors Service changed the Speculative Grade Liquidity
rating for Reliant Energy to SGL-2 from SGL-3.  The SGL rating had
been changed to SGL-3 from SGL-4 on December 19, 2006.  The SGL-2
rating reflects Moody's view that over the next 12 months the
company's liquidity profile has improved and is good, reflecting
an improved quality of the company's liquidity to meet its over-
all funding needs compared to the most recent twelve-month period.

In Moody's opinion, Reliant's over-all liquidity position is
expected to remain reasonably stable over the next twelve months
as a result of several recently completed transactions, including
a credit hedging sleeve with Merrill Lynch for the retail electric
provider operations and an expectation for reduced debt associated
with a pending asset sales program, which could lower debt service
obligations.  In addition, Reliant's 2006 tender and conversion of
its convertible securities into equity and its continuing asset
optimization plans should provide additional relief to its
financial covenants and possibly generate incremental asset sales
proceeds which could be viewed as positive developments for the
liquidity profile.

On a consolidated basis, Moody's observes that Reliant produced
approximately $1.4 billion of adjusted cash from operations for
the year ended December 31, 2006, although $1.3 billion of that
came from the return of posted collateral and margin deposits.  
Capital expenditures were approximately $97 million but are
expected to rise to roughly $250 million to $300 million annually
over the next few years.  Although Reliant does not currently pay
a common stock dividend, the liquidity profile could be modestly
impaired due to the company's recent announcements regarding the
institution of a common dividend and / or share repurchases over
the near-term. Moody's would view any new dividend policy as a
fixed obligation.  Reliant is expected to generate positive free
cash flow over the next several years.

Reliant recently refinanced its parent company credit facilities
and completed its retail credit structure with Merrill Lynch at
the end of 2006.  As a result, the company now has a $700 million
revolver (maturing in December 2009), a $300 million special LC
facility (maturing in December 2010) and a $300 million working
capital facility at its retail operations (maturing in March
2012).  All of the credit facilities are secured.  Prospectively,
Moody's expects the revolver to have only a modest amount of
drawings (approximately $100 million) and modest drawings on the
retail working capital facility (approximately $100 million),
which will result in a significant amount of net available
liquidity.

In Moody's opinion, access to the revolver improved over 2006, in
part due to the financial covenant relief incorporated into the
new facilities and in part due to the cash collateral being
returned to the company as a result of its new retail credit
structure and new "open" operating strategy.  Prospectively,
Moody's believes as certain legacy hedge losses begin to unwind
over the course of 2007, Reliant's headroom under its financial
covenants will also improve, positioning the company to meet the
more stringent financial covenants that begin to ratchet up in the
second half of 2007, but we remain cautious on the relatively low
headroom (EBITDA cushion) over the near-term.

These financial covenants include a minimum consolidated interest
coverage (EBITDA to interest) ratio set initially at 1.5x through
the 2Q of 2007, then stair-stepping up to 1.8x in the 3Q 2007 and
2.0x in the 4Q 2007 and thereafter. Similarly, a maximum
consolidated leverage (total debt to EBITDA) ratio will remain at
6.0x until the 2Q of 2007, then fall to 5.5x in the 3Q 2007 and
5.0x in the 4Q 2007 and thereafter.  According to the company,
Reliant was in compliance with its financial covenants for the
twelve months ended December 2006.

Reliant's total posted collateral began to decline in 2006,
consistent with the over-all strategic and financial plans
articulated earlier in the year.  As a result of the Merrill Lynch
credit sleeve transaction, however, the total posted collateral
fell materially in December 2006.  The cash from the returned
posted collateral was used as part of the over-all credit facility
refinancing, and resulted in a consolidated reduction of debt of
approximately $580 million.  Prospectively, Reliant's collateral
postings, largely related to its wholesale generation operations,
are expected to remain relatively modest, and will be primarily
funded through its $300 million Special LC facility.

Additional sources of liquidity have primarily been generated
through asset sales, which may also be available on a limited
basis going forward, such as additional emission credits and/or
generating plants.  However, depending on the use of proceeds, the
sale of additional generating assets may not have much of an
impact on liquidity, as the proceeds could be ear-marked for debt
reduction.  Apart from asset sales, various contemplated
alternatives to effect debt reduction, such as in the case of the
Reliant Energy Channelview, L.P. subsidiary, could be the transfer
of ownership to creditors or even placing Channelview in
bankruptcy.  In addition, Moody's notes Reliant's tender and
conversion of its $275 million subordinated convert into equity in
December 2006. Although the equity conversion did not generate
incremental cash for Reliant (in fact, a small cash outlay
occurred related to the conversion premium), it reduced interest
expense and lowered the aggregate amount of debt outstanding.

Reliant Energy's Corporate Family Rating is B2.  The rating
outlook is stable.  Reliant is headquartered in Houston, Texas.


RESMAE MORTGAGE: Disclosure Statement Hearing Set for Friday
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a
hearing on Friday, April 27, 2007, at 10:00 a.m., to consider the
adequacy of the Disclosure Statement explaining ResMAE Mortgage
Corporation's Chapter 11 plan of Reorganization.

The plan is sponsored by RMC Mortgages Holdings LLC, the
successful bidder in an auction held March 2, 2007, for the sale
of substantially all of the Debtor's assets.

                           Asset Sale

In its bid, RMC proposed to:

   1) purchase specified assets and assume certain mutually agreed
      upon liabilities from the Debtor prior to confirmation of
      the Plan; and

   2) sponsor the Plan, under which the Debtor would issue new
      equity to RMC in exchange for RMC's agreement to support and
      facilitate the Debtor's operations pending confirmation
      of the Plan.

Pursuant to an asset sale agreement approved by the Court on
March 6, 2007, the parties consummated the asset sale with RMC
paying $22.4 million and providing other consideration to the
Debtor in exchange for a majority of the real and personal
property of the Debtor used in the Debtor's operations.

The Debtor's employees and licenses and certain other assets
remained with the Debtor's estate.  RMC has granted the Debtor the
right to utilize the assets necessary to conduct its business
during the pendency of the bankruptcy case.  Upon the occurence of
the effective date of the Plan, the Debtor's existing equity
securities will be cancelled and new equity securities,
representing 100% of the equity securities of Reorganized ResMAE,
will be issued to RMC.

                      Overview of the Plan

Under the Plan, Reorganized ResMAE will receive a discharge of all
claims arising before the occurrence of the effective date of the
Plan other than a small category of assumed liabilities related to
certain postpetition obligations.  Claims against the Debtor will
be satisfied in accordance with the terms of the Plan from the:

   1) balance of the purchase price paid by RMC at the first
      closing, if any;

   2) net proceeds realized from the liquidation of certain
      assets that were excluded from the asset sale; and

   3) proceeds of certain causes of action referred to in the Plan
      as "Retained Rights of Action."  The assets will be
      transferred to, and administered by, a liquidating trust for
      the benefit of holders of claims entitled to receive
      distribution under the Plan.

                       Continued Operations

The Debtor retained approximately $12 million of the proceeds of
the asset sale to support its continued operations.  RMC also
agreed to fund up to $15 million of certain identified fixed costs
and much of the Debtor's variable costs.  In addition to working
capital, the Debtor also has access to a $500 million facility for
the funding of new mortgage loans.

                    Sale Related Incentive Plan

On March 22, 2007, the Court approved a performance-based, sale-
related incentive plan for certain members of the Debtor's senior
management.  Eligible employees will be entitled to payments from
a pool of $700,000 upon the effective date of the Plan.

                        Treatment of Claims

Class 1 Other Priority Claims will be paid in full in cash.  Class
2 Secured Claims will either be paid in full, in cash, or receive
the collateral securing the claims.

Holders of Class 3 General Unsecured Claims will receive pro rata
share of their claims and holders of Class 4 Convenience Claims
will get a percentage of the face amount of their claims.

Subordinated Claims will receive nothing under the Plan while old
equity interests in the Debtor will be cancelled.

                    About ResMAE Mortgage Corp.

Headquartered in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial     
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  Adam G.
Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb
LLP serve as counsel to the Official Committee of Unsecured
Creditors.  At reporting month ended Feb. 28, 2007, the Debtor's
balance sheet showed total assets of $255,429,000 and total debts
of $254,062,000.


RESMAE MORTGAGE: Court Approves Three Loan Purchase Agreements
--------------------------------------------------------------  
The U.S. Bankruptcy Court for the District of Delaware gave ResMAE
Mortgage Corporation authority, on an interim basis, to:

   a) enter into a loan purchase agreement with DB Structured
      Products Inc.;

   b) enter into an amendment to a loan purchase agreement       
      with Lehman Brothers Bank FSB; and

   c) sell mortgage loans to RMC Mortgages Holdings LLC.

                    DB Loan Purchase Agreement

The Debtor agreed to sell to DB fixed and adjustable rate, first
and second lien mortgage loans originated by the Debtor for
$500,000,000.  Proceeds of the sale will be used to effect the
origination of mortgage loans.  

The collateral securing the DB Obligation is subject to a carve-
out for fees payable to a chapter 7 trustee not exceeding $10,000
and for professional fees not exceeding $750,000.

                  Lehman Loan Purchase Agreement

The Debtor and Lehman agreed to increase the aggregate amount of
mortgage loans that can be sold to Lehman to $800,000,000 from
$500,000,000.  The amendment agreement is approved nunc pro tunc
to April 12, 2007.

                       Sale of Loans to RMC

Simultaneously with the execution of the DB Loan Purchase
Agreement, an affiliate of RMC entered into a total return swap
agreement with an affiliate of DB, pursuant to which the affiliate
of RMC has agreed to assume certain economic risks of ownership of
the mortgage loans purchased by DB.

RMC is the successful bidder in an auction held March 2, 2007, for
the sale of substantially all of the Debtor's assets.  RMC is
sponsoring the Debtor's proposed chapter 11 reorganization plan.

Accordingly, to provide additional level of liquidity and
flexibility to the Debtor, the Court gave the Debtor authority to
sell whole loans to RMC.

The Court is set to convene a final hearing on the matter on
May 8, 2007, at 1:30 p.m. ET.  Objections to the motion are due
May 4, 2007, at 4:00 p.m. ET.

                    About ResMAE Mortgage Corp.

Headquartered in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial     
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  Adam G.
Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb
LLP serve as counsel to the Official Committee of Unsecured
Creditors.  At reporting month ended Feb. 28, 2007, the Debtor's
balance sheet showed total assets of $255,429,000 and total debts
of $254,062,000.


RIVIERA TOOL: AMEX Subjects Common Stock Delisting Effective May 1
------------------------------------------------------------------
Riviera Tool Company disclosed that the American Stock Exchange
LLC(R)'s final determination to remove the company's common stock
from listing on the Exchange.   Amex has filed an application on
Form 25 to strike the Securities from listing with the Securities
and Exchange Commission.  The delisting will become effective on
May 1, 2007 unless postponed by the SEC.
    
Pursuant to its rules, the Exchange an opportunity to appeal the
decision to a panel designated by the Exchange's board of
governors.

On March 30, 2007, the company received a notice from the American
Stock Exchange indicating that the company no longer complies with
the Exchange's continued listing standards due to net losses in
three out of its four most recent fiscal years, and the resulting
deficit of shareholders' equity of less than $4,000,000, as set
forth in Section 1003(a) (ii) of the company guide, and that its
securities are, therefore, being delisted from the Exchange.
   
The company intended to apply for listing on the OTC Bulletin
Board for its common stock to be quoted for trading on the OTC
Bulletin Board.
   
                        About Riviera Tool

Riviera Tool Company (ASE: RTC) -- http://www.rivieratool.com/--   
designs and manufactures die systems for the production of
underbody panels, inter-structural panels, outer body panels, and
bumper systems.  A majority of the company's sales are to
DaimlerChrysler, General Motors Corporation, Mercedes-Benz, BMW
and their tier one suppliers of sheet metal stamped parts and
assemblies.

                       Going Concern Doubt

BDO Seidman LLP expressed substantial doubt about Riviera Tool
Company's ability to continue as a going concern after auditing
the company's consolidated financial statements for the year ended
Aug. 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and retained deficit.


SACO I TRUST: Moody's Puts Ratings Under Review and May Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade certain certificates from deals issued by SACO I Trust.  
These actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  These transactions are backed by
closed end second lien loans, and have seen recent losses that
have exceeded the excess spread available thereby depleting the
overcollateralization.

Complete rating actions are:

Review for Possible Downgrade:

Issuer: SACO I Trust

    * 2006-2, Class I-B-4, Current rating Ba1, under review for
      possible downgrade

    * 2006-2, Class II-B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-3, Class B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-4, Class B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-5, Class I-B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-5, Class II-B-1, Current rating Baa1, under review for
      possible downgrade,

    * 2006-5, Class II-B-2, Current rating Baa2, under review for
      possible downgrade,

    * 2006-5, Class II-B-3, Current rating Baa3, under review for
      possible downgrade,

    * 2006-5, Class II-B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-6, Class B-2, Current rating Baa2, under review for
      possible downgrade,

    * 2006-6, Class B-3, Current rating Baa3, under review for
      possible downgrade,

    * 2006-6, Class B-4, Current rating Ba1, under review for
      possible downgrade,

    * 2006-7, Class B-2, Current rating Baa2, under review for
      possible downgrade,

    * 2006-7, Class B-3, Current rating Baa3, under review for
      possible downgrade,

    * 2006-7, Class B-4, Current rating Ba1, under review for
      possible downgrade.


SEA CONTAINERS: Selects AP Services as Crisis Managers
------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask authority from
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ AP Services LLC to provide them
certain temporary employees and interim management to oversee and
manage their restructuring efforts.

The Debtors and AP Services executed an engagement letter on
April 12, 2007, for the firm's provision of temporary staff to
the Debtors.  Under the APS Engagement Letter, Laura Barlow will
serve as the Debtors' chief financial officer and chief
restructuring officer, and Craig Cavin will act as the Debtors'
restructuring manager.

Working collaboratively with the Debtors, Ms. Barlow and Mr.
Cavin will oversee the Debtors' evaluation and implementation of
strategic and tactical options through the restructuring process.

As interim management for the Debtors, Ms. Barlow, Mr. Caving and
any designated Temporary Staff will, among others:

   -- manage the Debtors' financial, treasury and tax functions;

   -- oversee negotiations with potential acquirers of the
      Debtors' assets;

   -- oversee management of the "working group" professionals who
      are assisting the Debtors in the reorganization process or
      who are working for the Debtors' various stakeholders to
      improve coordination of their effort and individual work
      product to be consistent with the Debtors' restructuring
      goal;

   -- work with the Debtors to further identify and implement
      both short-term and long-term liquidity generating
      initiatives;

   -- oversee the Debtors' execution of its planned disposal
      program in respect of various non-core assets;

   -- oversee the Debtors' management of the relationship with
      its stakeholders and their advisers and in meeting its
      requirements to provide information to those stakeholders;

   -- oversee the Debtors' negotiation and restructuring of its
      current indebtedness with its key stakeholders, including
      liaising and negotiating with the different stakeholders;
      and

   -- manage other matters as may be requested by the Debtors
      that fall within APS Services' expertise and that are
      mutually agreeable.

AP Services will also occasionally provide part-time temporary
employees for certain activities related to the administration of
the Debtors' Chapter 11 cases.

AP Services will be paid a monthly fee of GBP75,000 for Ms.
Barlow's services and GBP50,000 for Mr. Cavin's services, Robert
S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

With respect to any assisting Temporary Staff member, APS
Services will be paid on an hourly rate basis:

            Assisting Member            Hourly Rate
            ----------------            -----------
            Managing Directors         GBP485-GBP545
            Directors                  GBP415-GBP440
            Vice Presidents            GBP315-GBP360
            Associates                 GBP220-GBP285

In addition, the Debtors will pay AP Services a success fee, not
to exceed GBP500,000, for the first six-month period of the
engagement at an amount to be agreed between the parties by
May 2, 2007.

The Debtors have paid a GBP100,000 retainer to APS Services, Mr.
Brady says.  It will be applied against fees and expenses
incurred by the firm in connection with the contemplated
services.

Ms. Barlow assures the Court that AP Services does not hold or
represent any interest adverse to the Debtors' estate, and is
deemed a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                       About Sea Containers

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

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

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a Chapter 11 plan of
reorganization expires on June 12, 2007.


SEA CONTAINERS: Wants to Implement Non-Insider Retention Plan
-------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask authority from
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to implement a non-insider retention plan,
pursuant to Sections 363(b) and 503(c)(3) of the Bankruptcy Code.

Since the Debtors' filing for bankruptcy, the stresses on the
Debtors' employees have continued to build as the Debtors downsize
their organization, and the workload of the remaining employees
has grown, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, relates.  Moreover, the
Debtors' difficult work environment has been amplified by the
additional requirements of running a business in bankruptcy.

As a result of their financial difficulties, the Debtors no
longer offer their annual bonus programs.  The perceived value of
the Debtors' pension programs has also decreased and those
programs are currently closed to future accrual, Mr. Brady adds.

The circumstances translate to a loss of morale among the
Debtors' employees and instability in the workforce, Mr. Brady
says.

Under the circumstances, the Debtors believe that a more
traditional retention plan for their critical non-insider
employees is appropriate.

After careful consideration and detailed planning, the Debtors
and their compensation consultants, Towers Perrin, structured a
narrowly focused retention plan that identifies certain non-
insider, critical employees.

The Non-Insider Retention Plan provides for retention payments to
the Debtors' eligible non-insider, critical employees based on
the U.K. market but do so within the framework of a traditional
Chapter 11 retention plan, Mr. Brady states.

Under the Retention Plan, the Debtors will make cash payments in
multiple installments to 12 Eligible Employees, ranging from
GBP5,000 to GBP95,000, or approximately $9,800 to $186,000.

The Debtors estimate the maximum cost of the Retention Plan to be
about GBP455,000, or $891,000, plus approximately GBP60,000 in
social security costs associated with the payments.

The retention payments, Mr. Brady avers, are aimed at:

   -- narrowing the gap between the Eligible Employees' current
      compensation and market compensation;

   -- rewarding the Eligible Employees for past performance; and

   -- incentivizing the Eligible Employees to remain with the
      Debtors and continue to perform up to the requirements of
      the job.

The Debtors' senior management will also consider these factors
in determining each Eligible Employee's retention payment:

   1. The effectiveness of an Employee's position,

   2. The Employee's knowledge of the Debtors' business,

   3. The Employee's demonstration of teamwork and work ethic,

   4. The need to incentivize an Employee to continue to perform
      at a high level through the Debtors' restructuring process,
      and

   5. The harm suffered by the Debtors if the Employee leaves.

With the exception of three employees who will receive their
entire retention payment on the first installment date, the
Retention Payments will be paid in three installments on:

      (i) October 15, 2007,
     (ii) January 15, 2008, and
    (iii) April 15, 2008.

The Employees who will receive their full retention payment on a
one-time basis are those employees whose current tasks involve
overseeing the outsourcing or elimination of their departments or
whose tasks will be completed prior to subsequent installments.

Notwithstanding the schedule of payments, the Debtors retain the
discretion to decrease or eliminate payments if any of the
Eligible Employees do not meet their objectives or other
circumstances warrant it.  

The proposed cash payments are not guaranteed to any Eligible
Employee, Mr. Brady clarifies, but merely set the upper bound of
any bonus payments.

Furthermore, Eligible Employees who are terminated for cause will
forfeit their right to receive any accrued but unpaid amounts
under the Retention Plan.  For Eligible Employees who voluntarily
terminate their employment with the Debtors or who are terminated
without cause, the Board of Directors of Sea Containers Ltd. will
determine the level of vesting, if any.  Any retention payments
forfeited will not become available for reallocation to other
Eligible Employees.

Mr. Brady notes that the 12 Eligible Employees identified by the
Debtors were selected on the basis of the critical nature of the
Employee's job functions to the Debtors' overall restructuring
efforts and the Employee's individual performance within those
critical functions.  Each Eligible Employee has special skills
that relate to, among other things, the Debtors' non-core asset
sales, SCL's financial interest in GE SeaCo, accounting, payroll,
tax planning and reporting, cash flow, human resources and other
operational needs.

              Retained Employee Data Confidential

The critical knowledge and skills the Eligible Employees possess,
which cannot be replaced readily on the open market, are
necessary to maintain ongoing operations and assure successful
completion of the Debtors' restructuring process, Mr. Brady
maintains.  Thus, the Eligible Employees should be compensated at
par with job market standards due to their significant
contribution to the Debtors.

The proposed Retention Plan contains highly confidential
information, Mr. Brady informs the Court, that if exposed, may be
used by the Debtors' competitors to lure the Eligible Employees
away from the Debtors' business by offering enhanced compensation
and bonuses.

Thus, the Debtors seek the Court's authority to file the
Retention Plan under seal so that it may only be made available
to the Court, the U.S. Trustee and the counsel to the Official
Committee of Unsecured Creditors for Sea Containers Ltd., Sea
Containers Services Ltd. and Sea Containers Caribbean Inc.

                      About Sea Containers

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

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

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a Chapter 11 plan of
reorganization expires on June 12, 2007.


SHUMATE INDUSTRIES: Malone & Bailey Raises Going Concern Doubt
--------------------------------------------------------------
Malone & Bailey PC reported that Shumate Industries Inc.'s
recurring losses and accumulated deficit raise substantial doubt
about the company's ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.

Net loss for the year 2006 was $1,309,131, as compared with a net
income of $1,978,484 for the year 2005.  The company generated
revenues of $7,719,882 for the year 2006, as compared with
revenues of $4,964,544 for the year 2005.

As of Dec. 31, 2006, the company had an accumulated deficit of
$19,876,997.  It also listed $5,908,706 in total assets and
$5,790,219 in total liabilities, resulting in $118,487
stockholders' equity in 2006.  

The company financed operations, acquisitions, debt service, and
capital requirements through cash flows generated from operations,
debt financing, capital leases, and issuance of equity securities.
It had working capital of $338,874 at Dec. 31, 2006.  It had cash
of $1,547,326 as of Dec. 31, 2006, as compared with having cash of
$214,218 at Dec. 31, 2005.  In addition, the company had a
$1,000,000 secured revolving line of credit facility, subject to
qualifying accounts receivable and inventory, with Stillwater
National Bank.  The outstanding balance on this line of credit was
about $778,916 at Dec. 31, 2006.

On Feb. 8, 2007, and effective Jan.19, 2007, the company renewed
its $1,000,000 secured revolving line of credit facility with
Stillwater.  The line of credit expires on April 19, 2008.

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

                     About Shumate Industries

Headquartered in Conroe, Texas, Shumate Industries Inc.
(OTCBB: SHMT) -- http://www.shumateinc.com/-- formerly known as   
Excalibur Industries serves the energy field services market
through its Shumate Machine Works operating subsidiary.  With its
roots going back more than 25 years, Shumate is a contract
machining and manufacturing company utilizing 3-D modeling
software, computer numeric controlled machinery and manufacturing
expertise to perform close tolerance and precision machining for
energy field service applications.


SIX FLAGS: Obtains New $800MM Tranche B & $300MM Credit Facilities
------------------------------------------------------------------
Six Flags Inc. disclosed a new senior secured credit facility that
will consist of an $800 million Tranche B term loan maturing in
April 2015 and a $300 million revolving credit facility maturing
in March 2013.   

The company has hired:

   a) J.P. Morgan Securities Inc., Credit Suisse Securities (USA)
      LLC, and Lehman Commercial Paper Inc. as joint lead
      arrangers and joint book runners for the New Facility;

   b) Credit Suisse and Lehman as co-syndication agents; and

   c) JPMorgan Chase Bank, N.A. as administrative agent.
    
The company intends to use the proceeds from the New Facility to
refinance amounts outstanding under its existing credit facility
which consists of a $637 million Tranche B term loan, a
$300 million revolving credit facility and an $82.5 million
multicurrency facility.  Any remaining proceeds from the New
Facility will be used for working capital and general corporate
purposes.

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is a regional theme park company.   
Founded in 1961, Six Flags is a publicly traded corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, on Six Flags Inc.
remain on CreditWatch with negative implications, where they
were placed on Sept. 18, 2006.  The CreditWatch update followed
the company's announcement that it had reached an agreement to
sell seven of its parks for $312 million.    


SIX FLAGS: Moody's Rates Proposed $1.1 Billion Facility at Ba3
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
for Six Flags, Inc. and assigned a Ba3 rating to its proposed
senior secured credit facility.

The proposed facility consists of a $300 million revolving credit
facility and $800 million term loan, with proceeds intended to
refinance the existing revolving credit facilities ($300 million
US and $82.5 million multi-currency) and term loan (approximately
$640 million outstanding) and to create additional liquidity.

Six Flags' B3 corporate family rating reflects high financial
risk, including unsustainable double digit leverage and negative
free cash flow, and continued concerns over execution risk.  The
current capital structure provides Six Flags limited financial
flexibility to manage the transition to its unproven strategy,
which created increased costs prior to any revenue benefits.  
Improved liquidity, resulting from the April 2007 asset sales and
the proposed refinancing, as well as scale and geographic
diversity, support the ratings.

The outlook remains stable, and Moody's also affirmed all other
Six Flags ratings.

Six Flags Theme Parks Inc.

    - Assigned Ba3 to proposed Senior Secured Bank Credit
      Facility, LGD2, 17%

Six Flags, Inc.

    - Affirmed B3 corporate family rating
    - Affirmed Caa1 rating on Senior Unsecured Notes

    - Affirmed Caa2 rating on PIERS Mandatorily Convertible
      Preferred Stock

Outlook Stable

Six Flags, Inc., headquartered in New York City, is the world's
largest regional theme park company with annual revenue of
approximately $1 billion.


STEWART HOLDINGS: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stewart Holdings, L.L.C.
        5327 East Orchid Lane
        Paradise Valley, AZ 85253
        Tel: (602) 909-6605

Bankruptcy Case No.: 07-01780

Chapter 11 Petition Date: April 20, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Dale C. Schian, Esq.
                  Schian Walker, P.L.C.
                  3550 North Central Avenue, Suite 1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kevin McAndrews                  professional fees     $250,000
10300 North 49t Place
Paradise Valley, AZ 85253

Lemme Engineering                trade debt             $36,333
3608 West Bethany Home Road
Phoenix, AZ 85019-1942

Hebert Schenk, Esq.              professional fees      $21,756
Attorneys at Law
4742 North, 24th Street,
Suite 100
Phoenix, AZ 85016

S.W.C.A.                         trade debt              $3,100

Akribis Engineering              trade debt              $1,725

Ikon                             trade debt              $1,111


STRUCTURED ASSET: Fitch Junks Rating on Two Class Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Securities Corp. residential mortgage-backed certificates:

Series 1998-2

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

Series 1998-3

    -- Class M-1 affirmed at 'AA';

Series 1998-8 POOLS 1-4

    -- Class A affirmed at 'AAA';
    -- Class M-1(1) affirmed at 'AA';
    -- Class M-2(1) affirmed at 'A';

Series 1999-BC4

    -- Class A affirmed at 'AAA';

Series 1999-SP1 POOLS 1, 2 & 3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B downgraded from 'BBB' to 'BB+';

Series 2002-BC1

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'BBB+';
    -- Class M3 downgraded from 'CCC' to 'CC' and Distressed
         Recovery Rating remains at 'DR2';

Series 2002-HF2

    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'BBB-';
    -- Class B1 affirmed at 'BB';
    -- Class B2 downgraded from 'B' to 'CC/DR2';

Series 2003-AM1

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BB+';

Series 2003-BC1

    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'A+';
    -- Class B-1 affirmed at 'BBB-';
    -- Class B-2 affirmed at 'BB-';

Series 2003-BC2

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'BBB+';
    -- Class M4 affirmed at 'BBB';
    -- Class B1 affirmed at 'B';
    -- Class B2 affirmed at 'C' and Distressed Recovery Rating
        changed from 'DR6' to 'DR2';

Series Encore 2003-1

    -- Class M1 upgraded from 'AA+' to 'AAA';
    -- Class M2 upgraded from 'A' to 'AA-';

Series Wells Fargo Home Equity Trust 2004-1

    -- Class A affirmed at 'AAA';
    -- Class A3 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'A';
    -- Class M4 affirmed at 'A-';
    -- Class M5 affirmed at 'BBB'.

The affirmations, affecting approximately $682.28 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The upgrades, affecting
approximately $21.88 million of the outstanding balances, are
taken due to improved credit enhancement in relation to expected
losses.

In Series Encore 2003-1, losses and serious delinquencies have
remained relatively low.  Additionally, the initial
overcollateralization amount was also the floor amount, preventing
any release of OC at the stepdown date.  The OC has continued to
build as a percentage of the remaining balance which has resulted
in the credit enhancement percentage for the remaining classes to
increase well above two-times their initial CE percentages.

The negative rating actions, affecting approximately $25.35
million of the outstanding balances reflect deterioration in the
relationship between CE and expected losses.  All of the affected
transactions have pool factors below 15% and 60+ delinquencies
(including loans in foreclosure, Real Estate Owned and bankruptcy)
above 35%, reflecting material adverse selection on the remaining
pool balance.  Monthly losses are generally exceeding monthly
excess spread amounts, causing deterioration in the OC.

The transactions are seasoned from a range of 36 (Wells 2004-1) to
110 (1998-3) months and the pool factors range from approximately
2% (1998-3) to 23% (Wells 2004-1).

The mortgage pools consist of conventional, fixed rate, fully-
amortizing and balloon, second lien residential mortgage loans.  
The mortgage loans were acquired by Lehman Brothers Holdings Inc.
from various banks and other mortgage lending institutions and are
master serviced by Aurora Loan Services, Inc., which is rated
'RMS1-' by Fitch and Wells Fargo Bank Minnesota, rated 'RMS1' by
Fitch.


STRUCTURED ASSET: Fitch Cuts Rating on Eight Certificates to BB+
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Investment Loan mortgage pass-through certificates:

Series 2003-BC1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'BBB+';

Series 2003-BC2

    -- Class A affirmed at 'AAA';
    -- Class M1 downgraded from 'AA' to 'A';
    -- Class M2 downgraded from 'A' to 'BBB+';
    -- Class M3 affirmed at 'BBB+';
    -- Class B affirmed at 'BBB-';

Series 2003-BC3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M5 affirmed at 'BBB';
    -- Class B affirmed at 'BBB-';

Series 2003-BC4

    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'A-';
    -- Class M3 downgraded from 'A-' to 'BBB+';
    -- Class M4 downgraded from 'BBB+' to 'BBB';
    -- Class B affirmed at 'BBB-';

Series 2003-BC6

    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'A-';
    -- Class M3 downgraded from 'A-' to 'BBB';
    -- Class M4 downgraded from 'BBB+' to 'BBB-';
    -- Class B affirmed at 'BBB-';

Series 2003-BC7

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'A-';
    -- Class M3 downgraded from 'A-' to 'BBB';
    -- Class M4 downgraded from 'BBB+' to 'BB+';
    -- Class M5 downgraded from 'BBB' to 'BB+';
    -- Class B downgraded from 'BBB-' to 'BB+';

Series 2003-BC8

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 downgraded from 'A-' to 'BBB+';
    -- Class M4 downgraded from 'BBB' to 'BB+';
    -- Class M5 downgraded from 'BB' to 'B+';
    -- Class B downgraded from 'BB-' to 'B';

Series 2003-BC9

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'A-';
    -- Class M3 downgraded from 'A-' to 'BBB';
    -- Class M4 downgraded from 'BBB+' to 'BB+';
    -- Class M5 downgraded from 'BBB' to 'BB';
    -- Class B downgraded from 'BBB-' to 'BB-';

Series 2003-BC10

    -- Class 1-A2 affirmed at 'AAA';
    -- Class A4 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'BBB+';
    -- Class M3 downgraded from 'A-' to 'BBB-';
    -- Class M4 downgraded from 'BBB+' to 'BBB-';
    -- Class M5 downgraded from 'BBB' to 'BBB-';
    -- Class B downgraded from 'BBB-' to 'BB+';

Series 2003-BC11

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'A-';
    -- Class M3 downgraded from 'A-' to 'BBB';
    -- Class M4 downgraded from 'BBB+' to 'BB+';
    -- Class M5 downgraded from 'BBB' to 'BB';
    -- Class B downgraded from 'BBB-' to 'BB-';

Series 2003-BC12

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded from 'A' to 'BBB+';
    -- Class M3 downgraded from 'A-' to 'BBB';
    -- Class M4 downgraded from 'BBB' to 'BB+';
    -- Class M5 downgraded from 'BB+' to 'BB-';
    -- Class M6 downgraded from 'BB+' to 'BB-';
    -- Class B downgraded from 'B' to 'C', and is assigned a
         Distressed Recovery rating of 'DR5';

Series 2003-BC13

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 downgraded from 'BBB+' to 'BBB';
    -- Class M5 downgraded from 'BBB' to 'BBB-';
    -- Class M6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB';

Series 2004-1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 affirmed at 'BBB+';
    -- Class M5 affirmed at 'BBB';
    -- Class M6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB+';

Series 2004-2

    -- Class A4 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 affirmed at 'BBB+';
    -- Class M5 affirmed at 'BBB';
    -- Class M6 affirmed at 'BBB-';
    -- Class B affirmed at 'BB';

Series 2004-3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 downgraded from 'BBB+' to 'BBB';
    -- Class M5 downgraded from 'BBB' to 'BBB-';
    -- Class M6 affirmed at 'BBB-';
    -- Class B downgraded from 'BB+' to 'BB';

Series 2004-4

    -- Class A affirmed at 'AAA';
    -- Class A4 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 downgraded from 'A' to 'A-';
    -- Class M6 downgraded from 'BBB+' to 'BBB-';
    -- Class M7 downgraded from 'BBB' to 'BB';
    -- Class M8 downgraded from 'BBB-' to 'BB-';
    -- Class B downgraded from 'BB' to 'B+';

Series 2004-5

    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA-';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';

Series 2004-6

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 downgraded from 'A-' to 'BBB+';
    -- Class M4 downgraded from 'BBB+' to 'BBB';
    -- Class M5 downgraded from 'BBB' to 'BB';
    -- Class M6 downgraded from 'BBB-' to 'BB';

Series 2004-7

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A';
    -- Class M5 affirmed at 'A-';
    -- Class M6 downgraded from 'BBB+' to 'BBB';
    -- Class M7 downgraded from 'BBB' to 'BB';

Series 2004-8

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA';
    -- Class M4 affirmed at 'AA';
    -- Class M5 affirmed at 'A';
    -- Class M6 downgraded from 'A-' to 'BBB+';
    -- Class M7 downgraded from 'BBB+' to 'BBB-';
    -- Class M8 downgraded from 'BBB' to 'BB';
    -- Class M9 downgraded from 'BBB-' to 'BB-';

Series 2004-9

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'A+';
    -- Class M4 affirmed at 'A';
    -- Class M5 affirmed at 'A-';
    -- Class M6 affirmed at 'BBB+';
    -- Class M7 affirmed at 'BBB';
    -- Class B1 affirmed at 'BBB-';
    -- Class B2 affirmed at 'BBB-';

Series 2004-BNC1

    -- Classes A2, A4, and A-SIO affirmed at 'AAA';
    -- Class A5 affirmed at 'AA+';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'AA-';
    -- Class M3 affirmed at 'A+';
    -- Class M4 affirmed at 'A';
    -- Class M5 affirmed at 'BBB+';
    -- Class M6 affirmed at 'BBB';
    -- Class M7 affirmed at 'BBB-';
    -- Class B1 affirmed at 'BB';

Series 2004-BNC2

    -- Class A affirmed at 'AAA';

The collateral in the aforementioned transactions consist
primarily of conventional, first and second lien, adjustable and
fixed rate, fully amortizing and balloon loans secured by
residential properties.  The collateral was originated by multiple
lenders including BNC Mortgage, Inc., Option One Mortgage
Corporation, Wells Fargo Home Mortgage, Inc., Aames Capital
Corporation, Finance America, LLC, Fieldstone Mortgage Company,
and others.  The master servicer for all transactions is Aurora
Loan Services, Inc., which is rated 'RMS1'- by Fitch.

The affirmations reflect a stable relationship of credit
enhancement to future expected losses, and affect approximately
$4.26 billion in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE to future expected
losses, and affect approximately $890.17 million in outstanding
certificates.

All of the SAIL transactions listed above benefit from mortgage
insurance, typically covering a percentage of the loans with loan-
to-values above 80% down to an effective loan-to-value of 60%.  
The transactions have generally experienced faster prepayments
than the vintage industry averages due to higher concentrations of
Adjustable Rate Mortgages and loans located in California.  The
faster prepayments and rising interest rates have reduced the
excess spread available to cover losses, while causing adverse
selection in the remaining pools.

High prepayment rates also result in a rapid and significant
amount of principal distribution to the subordinate and mezzanine
classes after the stepdown date if the performance trigger tests
are passing, typically lowering the credit enhancement of each
class to two-times the initial credit enhancement percentage.  
However, most of the transactions have overcollateralization
target amounts at their respective floors, preventing any release
of OC and often providing the most subordinate class with more
than 2 times (x) its initial credit enhancement.  As the OC grows
as a percentage of the remaining pool balance, the separation in
credit enhancement (and credit risk) between subordinate and
mezzanine classes is compressed.  This has resulted in some
transactions incurring downgrades in the mezzanine classes while
the subordinate class ratings were affirmed.

For the 2003 vintage, the pool factors (current collateral balance
as a percentage of initial collateral balance) range from 7% to
15%, and are seasoned in a range of 39 months to 48 months.  The
amount of loans in the 60+ buckets (includes bankruptcy,
foreclosure, and real estate owned) range from 14.97% to 28.92%,
and losses to date range from approximately 0.59% to 1.26%. Of the
loans that are seriously delinquent, approximately 31% benefits
from mortgage insurance.  The WAVG LTV is approximately 83% and
the WAVG FICO is approximately 593. Approximately 1% are second
lien loans.

For the 2004 vintage, the pool factors (current collateral balance
as a percentage of initial collateral balance) range from 14% to
25%, and are seasoned in a range of 28 months to 37 months.  The
amount of loans in the 60+ buckets (includes bankruptcy,
foreclosure, and real estate owned) range from 13.41% to 20.13%,
and losses to date range from approximately 0.36% to 0.84%.  Of
the loans that are seriously delinquent, approximately 27%
benefits from mortgage insurance.  The WAVG LTV is approximately
83% and the original WAVG FICO is approximately 602.  
Approximately 11% of all loans are interest only (IO), and 2% are
second lien loans.

Fitch will continue to closely monitor the relationships of CE to
losses for all transactions.


STRUCTURED ASSET: Fitch Junks Rating on 2001-BC5 Class M2 Certs.
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Securities Corp. Amortizing Residential Collateral residential
mortgage-backed certificates:

Series ARC 2001-BC5

    -- Class A affirmed at 'AAA';
    -- Class M1 downgraded to 'BB+' from 'A-';
    -- Class M2 downgraded to 'C/DR5' from 'BB+';

Series ARC 2001-BC6

    -- Class A affirmed at 'AAA';
    -- Class M-1 downgraded to 'AA-' from 'AA';
    -- Class M-2 downgraded to 'BBB' from 'A';

Series ARC 2002-BC1

    -- Class A affirmed at 'AAA';
    -- Class M1 downgraded to 'AA-' from 'AA';
    -- Class M2 downgraded to 'BBB' from 'A';
    -- Class B affirmed at 'BBB';

Series ARC 2002-BC3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B-1 affirmed at 'BBB-';

Series ARC 2002-BC5

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'BBB';

Series ARC 2002-BC6

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

Series ARC 2002-BC7

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

Series ARC 2002-BC8

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

Series ARC 2002-BC9

    -- Class M1 affirmed at 'AA';
    -- Class M2 downgraded to 'A' from 'AA';
    -- Class M3 downgraded to 'BBB-' from 'A';
    -- Class M4 downgraded to 'B+' from 'BB+';
    -- Class B downgraded to 'B' from 'BB';

Series ARC 2002-BC10

   -- Class M2 downgraded to 'BBB' from 'A';
    -- Class M3 downgraded to 'BB+' from 'BBB+';

Series ARC 2004-1

   -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 downgraded to 'BB+' from 'BBB-';

The affirmations, affecting approximately $560.1 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

The negative rating actions affecting approximately $165.14
million of the outstanding balances reflect deterioration in the
relationship between credit enhancement and expected losses.  All
of the affected transactions with the exception of series 2004-1
have pool factors of below 10% and 60+ delinquency percentages
(including foreclosure, Real Estate Owned and Bankruptcy) ranging
from 35% to 44%, reflecting material adverse selection on the
remaining pool balance.  While the serious delinquency rate for
series 2004-1 remains relatively low (15%), the negative rating
action reflects the erosion in CE due to losses exceeding excess
spread for the past eight consecutive months.

The transactions are seasoned from a range of 30 (ARC 2004-1) to
67 (ARC 2001-BC5) months and the pool factors (current mortgage
loan principal outstanding as a percentage of the initial pool)
range from approximately 5% (ARC 2001-BC5) to 30% (ARC 2004-1).

The mortgage pools consist of conventional, fixed rate, fully
amortizing and balloon, second lien residential mortgage loans.
The mortgage loans were acquired by Lehman Brothers Holdings Inc.
from various banks and other mortgage lending institutions and are
master serviced by Aurora Loan Services, Inc., which is rated
'RMS1-' by Fitch.


TELEPHONE & DATA: Delayed Filing Cues S&P to Lower Ratings to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Chicago-
based diversified communications provider Telephone & Data Systems
Inc. and over-80%-owned wireless subsidiary United States Cellular
Corp., including the 'BBB-' corporate credit ratings, which were
lowered to 'BB+'.
     
The ratings remain on CreditWatch, where they were placed with
negative implications on Nov. 7, 2006.  These actions follow the
company's latest announcement that while it expects to file the
2006 10-K for US Cellular on April 23, TDS' own 10-K will be
delayed due to additional issues surrounding accounting for stock
repurchases and the need to restate prior-period financial
statements.
      
"The downgrade reflects our reduced confidence regarding
management's ability to effectively oversee its financial
reporting requirements and implement improvements to its internal
control and accounting systems," said Standard & Poor's credit
analyst Catherine Cosentino.  Since late 2005, the company has
continued to experience problems in filing its financial
statements on a timely basis, and has had to restate prior-period
reporting due to a series of accounting issues, including income
tax expenses and deferred taxes, prepaid forward contracts,
universal service accounting, leases, contract termination fees,
and equity accounting for wireless partnerships.
     
Previous delays in financial reporting had required the company to
obtain several waivers from its bank lenders and certain
transaction counterparties; this latest delay required additional
waivers through June 30, 2007, for the 10-K, and no later than
Aug. 14, 2007, for the first-quarter 10-Q.  No other waivers are
required by the company since bondholders at either TDS or US
Cellular have not triggered the commencement of an event of
default.
     
The latest announcement suggests that the company's accounting
systems remain inadequate and contribute to a significant-enough
increase in overall business risk to warrant a speculative-grade
rating.  If the company experiences more delays in financial
reporting, the ratings could be lowered further.
     
However, when the company is current on its filings, the ratings
will be affirmed and removed from CreditWatch.


TERWIN MORTGAGE: Moody's Junks Rating on 2 Securitization Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded two classes of Terwin
Mortgage Trust 2006-2HGS securitization.  Moody's also placed
three classes of the same deal under review for possible
downgrade.  Moody's also placed two certificates of Terwin
Mortgage Trust 2006-4SL on review for possible downgrade.  The
watchlisting action is driven by the fact that recent losses have
led to an erosion of subordination and as a result the current
levels of credit enhancement seem too low to support the existing
ratings.

The complete rating action is:

Issuer: Terwin Mortgage Trust

Downgraded:

    * Series 2006-2HGS, Class B-6, downgraded from B1 to Caa3;
    * Series 2006-2HGS, Class B-7, downgraded from Caa3 to C;

Under review for possible downgrade:

    * Series 2006-2HGS, Class B-3, current rating Baa2, under
      review for possible downgrade;

    * Series 2006-2HGS, Class B-4, current rating Baa3, under
      review for possible downgrade;

    * Series 2006-2HGS, Class B-5, current rating Ba3, under
      review for possible downgrade;

    * Series 2006-4SL, Class B-4, current rating Baa3, under
      review for possible downgrade;

    * Series 2006-4SL, Class B-5, current rating Ba1, under review
      for possible downgrade.


TERWIN MORTGAGE: Poor Credit Support Cues S&P to Cut Cert. Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
certificates from four transactions issued by Terwin Mortgage
Trust.  The ratings on three of these downgraded classes remain on
CreditWatch with negative implications, while the ratings on two
of these classes were removed from CreditWatch negative.  At the
same time, the ratings on three separate classes from one of the
aforementioned deals and two others were placed on CreditWatch
with negative implications.
     
The lowered ratings and CreditWatch placements reflect the early
deterioration of credit support initially provided by
overcollateralization, excess interest, and subordination to the
respective classes.  As of the March 2007 remittance period,
seasoning of these transactions ranged from six months (series
2006-8) to 16 months (series 2005-11).  Excessive losses have
eroded O/C below the respective target balances for all of the
loan groups with lowered ratings and/or CreditWatch placements.  A
number of these transactions had building O/C balances that never
reached their respective targets.  Sizable losses began to
deteriorate O/C balances, and for three of these pools, O/C has
been completely eroded, causing defaults of the most subordinate
classes. Series 2005-11 loan group 2, series 2006-1 loan group 2,
and series 2006-HGS2 each have classes with ratings placed or
remaining on CreditWatch due to the continued erosion of the
defaulted subordinated classes.  Cumulative realized losses range
from 0.34% (series 2006-8, loan group 1) to 3.08% (series 2006-HF-
1) of the original pool principal balances.

The early deterioration of credit support due to losses and the
increased levels of serious delinquencies in these pools indicate
a negative performance trend that is likely to continue.
     
The ratings on classes 1-B7 and B-6 from series 2005-11 and 2006-
HF-1, respectively, 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 six
transactions with ratings on CreditWatch negative.  If losses
decline to a point at which they no longer exceed monthly excess
interest, and the level of credit enhancement is not further
eroded, S&P will affirm the ratings on these classes and remove
them from CreditWatch.  Conversely, if delinquencies continue to
translate into substantial realized losses in the coming months
and continue to erode available credit enhancement, further
negative rating actions can be expected on these classes and
possibly on the more senior tranches.
     
The collateral for these transactions consists of a mix of
subprime, closed-end second liens and HELOCs.
  
        Ratings Lowered and Remaining on Creditwatch Negative
   
                      Terwin Mortgage Trust
                                
                                      Rating
                                      ------
           Series      Class    To             From
           ------      -----    --             ----
           2006-6      I-B-7    BB-/Watch Neg  BB+/Watch Neg
           2006-HF-1   B-5      BB/Watch Neg   BB+/Watch Neg
           2006-HGS2   B-5      B-/Watch Neg   B/Watch Neg
       

       Ratings Lowered and Removed From Creditwatch Negative
   
                       Terwin Mortgage Trust
                               
                                       Rating
                                       ------
                   Series     Class   To    From
                   ------     -----   --    ----
                   2005-11    1-B7    CCC   BB+/Watch Neg
                   2006-HF-1  B-6     CCC   B/Watch Neg
      

                            Rating Lowered
         
                         Terwin Mortgage Trust
                                
                                    Rating
                                    ------
                    Series     Class    To     From
                    ------     -----    --     ----
                    2005-11    II-B-5   CCC     BB+
   

               Ratings Placed on Creditwatch Negative
   
                       Terwin Mortgage Trust
                                 
                                   Rating
                                   ------
             Series     Class      To              From
             ------     -----      --              ----
             2005-11    II-B-4     BBB-/Watch Neg   BBB-
             2006-1     II-B-4     BBB-/Watch Neg   BBB-
             2006-8     I-B-7      BB+/Watch Neg    BB+


TRIBUNE COMPANY: Moody's Rates Proposed Senior Facilities at Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Ba3 from Ba1, existing senior unsecured notes to
B2 from Ba1, and subordinated notes to B2 from Ba2.  The rating
actions reflect the significant increase in leverage that will
result from Tribune's repurchase of approximately $4.2 billion of
common stock through a tender offer in the first step of its plan
to go private, and that the increase in leverage is occurring at a
time of pressure on Tribune's advertising revenue and operating
margins.

Moody's also assigned Ba2 ratings to Tribune's proposed guaranteed
senior secured credit facilities consisting of a $750 million
revolver, $7.015 billion term loan B and $263 million delayed
drawn term loan.  Tribune plans to utilize the proceeds to
refinance its existing $2.8 billion of credit facilities and fund
the first step tender offer.  All ratings remain on review for
downgrade.  Moody's specific rating actions are detailed as
follows:

Downgrades:

Issuer: Tribune Company

    * Corporate Family Rating, Downgraded to Ba3 from Ba1
    * Probability of Default Rating, Downgraded to Ba3 from Ba1
    * Issuer Rating, Downgraded to B2 from Ba1

    * Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     (LGD5-84) from Ba1 (LGD3-48)

    * Senior Unsecured Medium-Term Note Program, Downgraded to B2
      from Ba1

    * Subordinate Conv./Exch. Bond/Debenture, Downgraded to B2
      from Ba2

    * Multiple Seniority Shelf, Downgraded to (P)B2 from (P) Ba1
      and (P)Ba2

Assignments:

Issuer: Tribune Company

    * Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3-37)

Tribune is planning to go private for a combined common stock
purchase price, including transaction fees, of approximately
$8.7 billion (at $34 per share) in a two-step transaction.  The
second step involves a buyout of the remaining approximate
$4.2 billion of common stock and is subject to shareholder and
regulatory approval.  Moody's expects to conclude the review for
downgrade once these contingencies are resolved.

Moody's will likely downgrade the CFR to B2 with a stable rating
outlook if:

    (1) the second step is completed in accordance with the
        transaction structure outlined in Tribune's April 1, 2007
        Form 8-K and;

    (2) industry conditions, the company's cash flow generation
        and anticipated asset sale proceeds are in line with
        Moody's expectations.

The Ba3 CFR, individual debt instrument ratings, and Loss Given
Default assessments are based on the anticipated debt mix and
leverage (7.1x debt-to-EBITDA pro forma 12/31/06) upon completion
of the first step and do not incorporate the effect of the second
step or proposed asset sales.  A downgrade of the CFR to B2 would
likely result in the ratings for the proposed bank credit
facilities moving to B1 from Ba2 based on the capital mix outlined
in Tribune's April 1, 2007 Form 8-K (prior to the effect on the
debt mix from proposed asset sales).  In addition, Moody's would
downgrade the ratings for the existing senior unsecured notes and
PHONES to Caa1 from B2.  The Loss Given Default assessments and
point estimates for Tribune's debt instruments are also subject to
change based upon the company's debt structure upon completion of
the second step and execution of definitive agreements for
proposed asset sales.

If the second step is not completed, Moody's will review the
company's asset composition, operating strategies, tax status,
ownership, and financial policies to determine the appropriate
rating level but expects that the current leverage profile would
result in a CFR no higher than Ba3.

The Ba2 rating on the proposed credit facilities reflects the
first priority status relative to other debt as a result of the
senior unsecured guarantees from all material operating
subsidiaries and the pledge of the stock of certain subsidiaries.  
The collateral pledge of the stock to the credit facilities will
trigger the negative pledge in the existing senior unsecured notes
and, accordingly, those notes will become secured with the same
collateral package as the proposed credit facilities.  The B2
rating on the existing notes nevertheless reflects that they will
remain unguaranteed and are subordinate to a material amount of
credit facilities because of this absence of subsidiary
guarantees.  The B2 rating on the PHONES reflects that the notes
will remain unguaranteed and unsecured obligations of Tribune and
will be contractually subordinate to the new credit facilities and
the existing senior notes.

Tribune's existing Ba1 bank credit facility ratings remain on
review for downgrade pending completion of the tender offer.
Moody's will withdraw the ratings on these existing bank
facilities upon completion of the step one financing.

Tribune Company, headquartered in Chicago, Illinois, is a leading
media company with operations in television and radio
broadcasting, publishing, education and interactive services.


TUESDAY MORNING: Amends Existing Revolving Credit Facility
----------------------------------------------------------
Tuesday Morning Corporation has amended the terms of its
existing revolving credit facility.  The amended revolving credit
facility provides for:

   a) an extension of the original maturity date from Dec. 22,
      2009 to Dec. 22, 2010;

   b) the reduction of the revolving credit facility from
      $210 million to $200 million;

   c) a change in the leverage ratio covenant from 3x to 2.5x; and

   d) an increase in pricing of 5 bps at each pricing level.
    
"The company is pleased with the support it received from the
company's financial institutions and believe this amendment gives
the company additional flexibility to continue to execute its
operating plans," Kathleen Mason, president and chief executive
officer, stated.
    
The first amendment to the credit facility will be filed with the
SEC on a Current Report on Form 8-K.
   
                      About Tuesday Morning

Tuesday Morning Corporation (Nasdaq: TUES) --
http://www.tuesdaymorning.com/-- is a retailer of decorative home  
accessories and gifts in the United States.  The company opened
its first store in 1974 and currently operates 762 stores in 46
states during periodic "sale events."  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Tuesday Morning Corp. carries Moody's Investors Service's 'Ba3'
issuer rating, 'Ba2' corporate family rating and 'Ba3' senior
subordinated debt rating.


US ENERGY: Faces Nasdaq Delisting Due to Late Form 10-K Filing
--------------------------------------------------------------
U.S. Energy Systems, Inc. received a Staff Determination Letter
from the Nasdaq Stock Market on April 18, 2007, notifying the
company of its non-compliance with Marketplace Rule 4310(c)(14)
for the company's failure to file its Form 10-K for the period
ended Dec. 31, 2006.

The Letter states that unless the company files an appeal with the
Nasdaq Hearings Department by no later than 4:00 p.m. Eastern
Time, today, April 25, 2007, trading of the company's common stock
will be suspended at the opening of business on April 27, 2007 and
a Form 25-NSE will be filed with the Securities and Exchange
Commission, removing the company's securities from listing and
registration on the Nasdaq Stock Market.

USEY stated its intention to request a hearing, thereby meeting
the Nasdaq requirements for continuous listing while the appeal
proceeds.  There can be no assurance that the Nasdaq Hearings
Panel will grant the company's appeal.

As reported in the Troubled Company Reporter on April 3, 2007, the
restatement of the accounting treatment for the August 2006
acquisition of the UK assets and the November 2006 acquisition of
Cinergy's ownership interest in USEB has resulted in a delay in
the completion of the company's year-end financial statements.  
The company intends to file its Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2006 as soon as practicable after the
preparation and audit of the company's financial statements is
completed.

                           About USEY

Based in New York City, U.S. Energy Systems Inc. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- owns and operates energy and     
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


VENOCO INC: Moody's Junks Rating on Proposed $500 Million Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1, LGD 4 (61%) rating to
Venoco, Inc.'s proposed $500 million second lien term loan
facility.

At the same time, Moody's affirmed Venoco's B3 Corporate Family
Rating, B3 Probability of Default Rating, Caa1, LGD 4 (61%,
changed from 64%) senior note rating, and SGL-3 Speculative Grade
Liquidity rating.  The rating outlook remains negative.

Proceeds from the new term loan are being used to fund Venoco's
$106 million purchase of the West Montalvo field in California and
several Texas Gulf Coast fields, primarily the Manvel field;
refinance Venoco's existing $350 million second lien term loan
facility; and repay bank borrowings under the company's senior
secured credit facility.  Moody's will withdraw the rating on the
existing second lien term loan credit facility once it has been
repaid.

The ratings affirmation reflects Venoco's increasing scale and
diversification, a fairly durable core reserve base, exploitation
opportunities for production growth, its improved track record in
demonstrating drilling success and production growth, and
substantial hedging at favorable prices; offset by a full-cycle
cost structure that remains high, a small production base, risks
associated with its high growth profile, very high leverage
levels, and uncertainty concerning the credit profile of the
possible formation of a master limited partnership on certain
reserves.

The negative outlook reflects Venoco's continued high debt burden,
which despite debt repayment from the company's IPO in November
2006, has remained high due to continued reliance on debt to fund
acquisitions and cash flow deficits from an aggressive drilling
program. Venoco's two most recent acquisitions consist of
approximately 9.7 mmboe of proven reserves and current production
of about 1.5 mboe per day.  Moody's estimates that the company is
paying a high $17.80 per boe of total proven reserves plus future
capital spending, $20.43 per boe of total proved developed
reserves, and $72,667 per daily production for the two
acquisitions.  Moody's notes that the acquired California reserves
have a substantial proved undeveloped component (58%), which will
require significant capital to develop.  Pro forma for the
transaction, Moody's estimates Venoco's debt (as adjusted for
operating leases) to proved developed reserves will increase to
$12.20 from $10.75 at year-end 2006.  Moreover, Venoco's increased
debt burden will further pressure its cash-on-cash returns, with
the company's pro-forma leveraged full-cycle ratio declining to
78% from 92%.  The B3 Corporate Family Rating has little
flexibility at current leverage levels for additional debt
financed acquisitions.  Moody's believes there is a risk that
leverage could be further pressured if there is a material
production shortfall below Venoco's aggressive 30% or more growth
plan.

The possibility of Venoco forming an MLP comprised of up to 20% of
the PV-10 value of its reserves creates uncertainty regarding the
future capital structure and leverage profile of the combined
company, which could pressure Venoco's ratings.  While Moody's
notes that proceeds from a possible MLP IPO would be used to
reduce debt, the leverage profile of the MLP remains uncertain.  
Moreover, MLPs require substantial and growing distributions,
which necessitates the need to balance material, continuous
capital expenditure needs with heavy cash payouts to unit holders
in the context of volatile prices and inherent drilling and
acquisition risk in a depleting asset business.  Furthermore, due
to the typically higher multiple at which MLP units trade and
would be issued in comparison to common share multiples, MLP
acquirers have been willing to pay more richly for what they deem
to be suitable assets.  The E&P sector remains fairly untested in
the MLP model, and established MLPs are showing evidence of the
strain of simultaneously growing their distributions, pursuing
organic and acquisition growth, and maintaining their credit
profile.

The ratings have limited upside in the near term due to the
uncertainty surrounding the possible formation of an MLP and the
significant challenge the company faces in order to reduce its
heavy debt burden.  The ratings would likely be downgraded or
placed on review for possible downgrade if Venoco further
increases its financial leverage through a debt financed
acquisition or the inability to maintain capital spending within
cash flow, or the company's sequential quarterly production trends
significantly deteriorate.  Without sufficiently reduced leverage,
the formation of an MLP could also create pressure on the ratings
due to the challenges the MLP model presents for an E&P company.  
The outlook could stabilize if Venoco is successful in reducing
its financial leverage to a range more consistent with a B3
Corporate Family Rating.

Venoco, Inc. is headquartered in Denver, California.


VENOCO INC: S&P Puts B- Rating on Proposed $500 Million Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on independent exploration and production company Venoco
Inc. to 'B' from 'B-'.  In addition, a 'B-' issue rating and '3'
recovery rating (indicating the expectation of meaningful
(50%-80%) recovery of principal in the event of a payment default)
were assigned to Venoco's proposed $500 million second-lien term
loan facility.  Venoco's existing $150 million senior notes were
affirmed at 'B-' and assigned a '3' recovery rating.
      
The rating actions follow a full review of Venoco after the
company announced in April 2007 that it will be pursuing two
acquisitions.  The combined net acquisition cost at closing is
expected to be $106 million for the two transactions, and internal
estimates of proved reserves associated with the acquisition are
approximately 9.7 million barrels of oil equivalent.  Venoco will
use proceeds from the new second-lien facility to fund acquisition
costs and refinance a portion of existing secured debt.
      
"The upgrade reflects Venoco's improving oil and gas reserve scale
and diversification, stronger operating performance over the past
year with regard to reserve replacement costs and production
growth, and the expectation that leverage and coverage measures
will remain within acceptable tolerances for the rating over
the intermediate term," said Standard & Poor's credit analyst
Jeffrey Morrison.  The outlook is stable.
     
Pro forma the aforementioned transactions, Denver, Colorado-based
Venoco Inc. will have $685 million in long-term debt.
      
"The ratings on Venoco reflect an acquisitive growth strategy,
some reserve and production concentration in coastal California, a
high full-cycle cost structure, and a highly leveraged financial
risk profile," Mr. Morrison added.  "Concerns are not fully
mitigated by improving scale and geographic diversification, a
long reserve life, a substantive hedging program to support cash
flows, and improving internal reserve replacement measures."
     
The stable outlook is predicated on our view that Venoco should
have sufficient liquidity and organic cash flow to support
expected capital spending and cover fixed-charge requirements in
the near to intermediate term.  In addition, S&P view positive
trends in reserve replacement, finding and development cost
improvement, and a substantive hedging program as supportive
of credit quality.  Nevertheless, current ratings could be
pressured if Venoco funds additional acquisitions in an unbalanced
manner and/or if credit measures and liquidity decline appreciably
from current levels.  Conversely, in the long term, additional
positive rating actions could occur if Venoco continues to
demonstrate operational improvement and can materially reduce its
debt burden.


VONAGE HOLDINGS: Appellate Court Okays Sign Up of New Customers
---------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit has allowed
Vonage Holdings Corp. to continue to sign up new customers while
Vonage appeals a previous court decision that it violated patents
held by Verizon Communications Inc., Jessica E. Vascellaro of The
Wall Street Journal reports.

According to WSJ, the Federal Circuit Court issued Vonage a stay
of the previous court's injunction that would have barred it from
signing up new customers throughout its appeal.

Oral arguments on the matter are set to begin June 25, 2007, WSJ
says.

                        Verizon Litigation

The Federal Circuit Court's ruling dates back to June 12, 2006,
when Verizon Services Corp., Verizon Laboratories Inc., and
Verizon Communications Inc. filed a suit against Vonage and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.  

Verizon alleged that the company infringed seven patents in
connection with providing VoIP services and sought injunctive
relief, compensatory and treble damages and attorneys' fees.  
Verizon dismissed its claims with respect to two of its patents
prior to trial, which commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

According to Vonage, the trial court has permitted the company to
continue to service existing customers pending appeal, subject to
deposit into escrow of a 5.5% royalty on a quarterly basis.  The
trial court also ordered that the company may not use its
technology that was found to be infringing to provide services to
new customers.

In addition, Vonage posted a $66 million bond to stay execution of
the monetary judgment pending appeal.

On April 6, 2007, the company filed an appeal with the Federal
Circuit Court regarding the trial court's ruling.

                  Likely Effects of Litigation

The company said in its Form 10-K filing for the year ended
Dec. 31, 2006, with the Securities and Exchange Commission that
that its ongoing patent litigation with Verizon, if determined
against the company, could:

    * result in the loss of a substantial number of existing
      customers or prohibit the acquisition of new customers;

    * lead to an event of default under the terms of the company's
      convertible notes, which could accelerate the payment of
      approximately $253.6 million of principal and interest under
      the notes;

    * cause the company to accelerate expenditures to preserve
      existing revenues;

    * cause existing or new vendors to require prepayments or
      letters of credit;

    * cause the company to lose access to key distribution
      channels;

    * result in substantial employee layoffs or risk the permanent
      loss of highly-valued employees;

    * materially and adversely affect the company's brand in the
      market place and cause a substantial loss of goodwill;

    * cause the company's stock price to decline significantly or
      otherwise cause the company to fail to meet the continued
      listing requirements of the New York Stock Exchange, which
      could result in the delisting of its common stock from the
      Exchange;

    * materially and adversely affect the company's liquidity,
      including its ability to pay debts and other obligations as
      they become due; and

    * lead to the bankruptcy or liquidation of the company.

                       Reduction-in-Force

On April 11, 2007, the company reduced its total workforce by
approximately 10% to reduce costs and improve efficiency.  The
company anticipates incurring a charge of approximately
$5 million, all of which would be for one-time employee
termination benefits.

              Resignation of Chief Executive Officer

On April 12, 2007, Michael Snyder stepped down from his position
as Chief Executive Officer and resigned from the company's Board
of Directors, effective April 11, 2007.  Jeffrey A. Citron,
Chairman and Chief Strategist was appointed, effective April 11,
2007, as the company's interim Chief Executive Officer and is
expected to serve on a short-term basis.

                      Full Year 2006 Results

For the year ended Dec. 31, 2006, Vonage incurred significant
operating losses since inception and as a result, generated
negative cash flows from operations, and has an accumulated
deficit of $720.9 million at Dec. 31, 2006.

The company's primary sources of funds has been proceeds from:

    * private placements of its preferred stock,

    * private placement of its convertible notes,

    * an initial public offering of its common stock,

    * operating revenues and borrowings under notes payable from
      its principal stockholder and Chairman, which were
      subsequently converted into shares of the company's
      preferred stock.

In 2005, the company raised proceeds, net of expenses, of:

    * $195.7 million from the issuance of preferred stock and

    * $240.0 million in December 2005 and January 2006 in a
      private placement of convertible notes.

In 2006, the company raised $491.1 million in net proceeds from an
initial public offering, or IPO, of common stock which includes
costs of $1.9 million incurred in 2005.

The company relates that it has used the proceeds from the
convertible note offering and intends to use the proceeds from the
IPO for working capital and other general corporate purposes,
including funding operating losses.

For the year ended Dec. 31, 2006, the company reported a net loss
of $338,573,000 on revenues of $607,397,000 compared to a net loss
of $261,334,000 on revenues of $269,196,000 for the year ended
Dec. 31, 2005.

At Dec. 31, 2006, the company's balance showed total assets of
$757,524 and total liabilities of $574,323.

                           About Vonage

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a    
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


WELLS FARGO: DBRS Puts BB Rating on $7.4 Mil. Series 2007-2 Certs.
------------------------------------------------------------------
Dominion Bond Rating Service has assigned these ratings to the
Home Equity Asset-Backed Certificates, Series 2007-2 issued by
Wells Fargo Home Equity Asset-Backed Securities 2007-2 Trust.

   * $223.2 million Class A-1 rated at AAA
   * $22.9 million Class A-2 rated at AAA
   * $96.4 million Class A-3 rated at AAA
   * $28.0 million Class A-4 rated at AAA
   * $24.8 million Class M-1 rated at AA (high)
   * $13.7 million Class M-2 rated at AA
   * $7.9 million Class M-3 rated at AA (low)
   * $7.4 million Class M-4 rated at A (high)
   * $7.2 million Class M-5 rated at "A"
   * $4.9 million Class M-6 rated at A (low)
   * $4.2 million Class M-7 rated at BBB (high)
   * $4.2 million Class M-8 rated at BBB
   * $3.5 million Class M-9 rated at BBB (low)
   * $3.5 million Class B-1 rated at BB (high)
   * $3.9 million Class B-2 rated at BB

The AAA ratings on the Class A Certificates reflect 20.20% of
credit enhancement provided by the subordinate classes, initial
and target overcollateralization, and monthly excess spread.  
The AA (high) rating on Class M-1 reflects 14.85% of credit
enhancement.  The AA rating on Class M-2 reflects 11.90% of credit
enhancement.  The AA (low) rating on Class M-3 reflects 10.20% of
credit enhancement.  The A (high) rating on Class M-4 reflects
8.60% of credit enhancement.  The "A" rating on Class M-5 reflects
7.05% of credit enhancement.  The A (low) rating on Class M-6
reflects 6.00% of credit enhancement.  The BBB (high) rating on
Class M-7 reflects 5.10% of credit enhancement.  The BBB rating on
Class M-8 reflects 4.20% of credit enhancement.  The BBB (low)
rating on Class M-9 reflects 3.45% of credit enhancement.  The BB
(high) rating on Class B-1 reflects 2.70% of credit enhancement.  
The BB rating on Class B-2 reflects 1.85% of credit enhancement.

The ratings on the Certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank, N.A.
as Servicer, as well as the integrity of the legal structure of
the transaction.  HSBC Bank USA, National Association will act
as Trustee.  The trust will enter into an interest rate swap
agreement with Natixis Financial Products Inc.  The Trust will pay
to the Swap Provider a fixed payment ranging from 4.85% to 5.44%
per annum in exchange for a floating payment at LIBOR from the
Swap Provider.  In addition, the Certificate holders will receive
the benefits of an interest rate cap agreement with Natixis
Financial Products Inc. with a strike rate of 6.50%.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
May 2007.  nterest will be paid first to the Class A Certificates
on a pro rata basis and then sequentially to the subordinate
Certificates.  Until the step-down date, principal collected will
be paid exclusively to the Class A Certificates unless their
respective note balances have been reduced to zero.  After the
step-down date, and provided that certain performance tests
have been met, principal payments will be distributed among
all classes on a pro rata basis.  In addition, provided
that certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 3.70% of
the then-current balance of the mortgage loans.

All of the mortgage loans in the Underlying Trust were originated
or acquired by Wells Fargo Bank, N.A. As of the cut-off date, the
aggregate principal balance of the mortgage loans is $464,299,545.  
The weighted-average mortgage rate is 8.791%, the weighted-average
FICO is 615, and the weighted-average original combined loan-to-
value ratio is 87.93%.


WYNN RESORTS: Posts $55 Mil. Net Loss in Fourth Qtr. Ended Dec. 31
------------------------------------------------------------------
Wynn Resorts Limited reported a net loss for the fourth quarter
of 2006 of $55.4 million, as compared with a net loss for the
fourth quarter of 2005 of $9.8 million.  The company reported
$628.7 million in net income for the year 2006, as compared with
$90.8 million in net loss for the year 2005.

Net revenues for the fourth quarter of 2006 were $563.6 million,
as compared with $269.4 million in the fourth quarter of 2005.
Results for this quarter include a full quarter of operations for
Wynn Macau, which opened on Sept. 6, 2006.  Net revenues for 2006
were $1.4 billion, a 98.5% increase over 2005.  The revenue
increase in 2006 was driven primarily by the opening of Wynn Macau
in 2006 and a full year of operations for Wynn Las Vegas, versus
248 days in 2005.

The company's total cash balances at the end of the quarter were
$1 billion, including unrestricted cash balances of $789 million
and cash balances restricted for the company's construction and
development projects of $237 million.  Total debt outstanding at
the end of the quarter was $2.4 billion, including $1.7 billion of
Wynn Las Vegas debt, $224 million of Convertible Debentures and
$497 million of Wynn Macau-related debt.  Capital expenditures
during the fourth quarter of 2006, net of changes in construction
payables and retention, totaled about $186.6 million, of which
about $100.7 million was related to Wynn Macau and the remainder
was primarily attributable to Encore.

As of Dec. 31, 2006, the company had total assets of approximately
$4.6 billion, total liabilities of about $3 billion, and total
stockholders' equity of about $1.6 billion.  The company paid a
$6.00 per share special cash distribution to holders of our common
stock and convertible debentures on
Dec. 4, 2006.

                          Wynn Las Vegas

Wynn Las Vegas had net casino revenues in the fourth quarter of
2006 of $163.7 million, as compared with $131.9 million for the
fourth quarter of 2005.  For the full year 2006, Wynn Las Vegas
generated net casino revenues were $535.6 million.  In 2006, Wynn
Las Vegas became the first casino resort to receive both the Mobil
Five Star and AAA Five Diamond ratings.  

                     Encore at Wynn Las Vegas

The company is constructing Encore on about 20 acres on the Las
Vegas Strip, immediately adjacent to Wynn Las Vegas.  The property
is expected to open in early 2009.  The project budget is
currently estimated at about $2.1 billion, consisting of about $2
billion for Encore and about $100 million for an employee-parking
garage on the company's Koval property.  On Feb. 27, 2007, the
company entered into a Design Build Architectural, Engineering and
Construction Services Agreement with Tutor-Saliba Corporation for
the design and construction of Encore.

As of Dec. 31, 2006, the company incurred about $277.6 million of
project costs related to the development and construction of
Encore and related capital improvements.

                            Wynn Macau

The first phase of Wynn Macau opened on Sept. 6, 2006, and in the
fourth quarter of 2006, Wynn Macau generated net revenues of
$248.7 million.  For the quarter, Wynn Macau generated an average
daily room rate of $248, with occupancy averaging 81.9%.  Net non-
casino revenues, consisting of rooms, food and beverage, retail
and other, were $23.8 million.

In February 2007, the company expanded Wynn Macau.  Construction
on the second phase is progressing and is expected to open in the
third quarter of 2007.  After the completion of this expansion,
Wynn Macau is expected to have a total of about 420 table games
and 1,280 slot machines.  In addition, the company continues to
develop the plans and budget for Wynn Diamond Suites, a further
expansion of Wynn Macau, which was first announced in November
2006.  The company continues to work on a budget and final design
for Wynn Diamond Suites.

As of Dec. 31, 2006, the company incurred about $877.1 million of
a total project budget, excluding Wynn Diamond Suites, of about
$1.2 billion.

Wynn Macau completed the sale of a sub-concession right to
Publishing & Broadcasting, Limited for $900 million in cash,
received on Sept. 11, 2006.  The one time gain on the sale
substantially increased net income for the quarter ended Sept. 30,
2006 and for the fiscal year ended 2006.

                      Cotai Land Development

The company submitted an application to the Macau government for a
concession of land in Cotai for future development.  It recently
reconfigured its site plans for 52 acres and is waiting final
approval.

A full-text copy of the company's report for the year ended
Dec. 31, 2006, is available for free at
http://ResearchArchives.com/t/s?1dcb

                        About Wynn Resorts

Wynn Resorts Limited (Nasdaq: WYNN) -- http://www.wynnresorts.com/
-- together with its subsidiaries, develops, owns, and operates
destination casino resorts in the U.S.  It owns and operates Wynn
Las Vegas, a luxury hotel and destination casino resort located on
the Las Vegas Strip.

                          *     *     *

Wynn Resorts Ltd. and its wholly owned subsidiary Wynn Las Vegas
LLC carry Standard & Poor's Ratings Services' 'BB-' corporate
credit ratings.


YALE MORTGAGE: Moody's Rates Class B-2 Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Yale Mortgage Loan Trust 2007-1 and ratings
ranging from Aa2 to Ba2 to the mezzanine certificates in the deal.

The securitization is backed by Yale Mortgage Corporation
originated, adjustable-rate subprime mortgage loans.  The ratings
are based primarily on the credit quality of the loans and on
protection against credit losses from subordination, excess
spread, and overcollateralization.  Moody's expects collateral
losses to range from 6.55% to 7.05%.

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

The complete rating actions are:

Issuer: Yale Mortgage Loan Trust 2007-1

Mortgage Pass-Through Certificates, Series 2007-1

    * Cl. A, Assigned Aaa
    * Cl. M-1, Assigned Aa2
    * Cl. M-2, Assigned A2
    * Cl. B-1, Assigned Baa2
    * Cl. B-2, Assigned Ba2


* Thacher Proffitt Welcomes Back Lynn Bodkin as Bankruptcy Counsel
------------------------------------------------------------------
Thacher Proffitt & Wood LLP disclosed that Lynn M. Bodkin has
joined Thacher Proffitt as Counsel, effective April 23, 2007.  
Lynn is a member of the Real Estate Practice Group and resides in
the New York office.
    
"We welcome Lynn back to the Firm," Donald Simone, chair of the
Real Estate Practice Group, said.  "Lynn has significant
experience in structuring financings for real estate investments,
and she is a great asset to the company's team, particularly in
the areas of mortgage and mezzanine loans."
    
Lynn comes to Thacher Proffitt from Metropolitan Life Insurance
Company, where she was an Assistant General Counsel in the real
estate investments unit.  Prior to Metropolitan Life, she was an
Associate General Counsel in the investment section of the real
estate unit at New York Life Insurance Company.  Lynn was an
associate with Thacher Proffitt from 1986-1989.
    
                       About Lynn M. Bodkin

Lynn Bodkin's practice focuses on commercial debt, equity and
joint venture transactions, and capital markets transactions,
including structuring real estate financings such as
warehouse/credit facilities, mortgage and mezzanine loans, and
loan participations and syndications.  She created and implemented
the capital markets program at Metropolitan Life, and was
responsible for all aspects of real estate transactions and the
management of its real estate investment portfolio.
    
Lynn received her JD from Benjamin N. Cardozo School of Law, a
Master of Music from Boston University, and both a Bachelor of
Education and a Bachelor of Music, with honors, from the
University of Western Ontario, Canada.  She is admitted to the New
York bar, as well as the Eastern and Southern Districts of New
York.
    
                 About Thacher Proffitt & Wood LLP

A 158-year-old law firm that focuses on the capital markets and
financial services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a
wide range of areas, including corporate and financial
institutions law, securities, structured finance, international
trade matters, investment funds, swaps and derivatives, cross-
border transactions, real estate, commercial lending, insurance,
admiralty and ship finance, litigation and dispute resolution,
technology and intellectual property, executive compensation and
employee benefits, taxation, trusts and estates, bankruptcy,
reorganizations and restructurings.  The Firm has over 300 lawyers
with five offices located in New York City; Washington, DC; White
Plains, New York; Summit, New Jersey and Mexico City.


* Stephen D. Susman Named Commercial Litigation Lawyer of the Year
------------------------------------------------------------------
Stephen Susman of Susman Godfrey LLP has been named Commercial
Litigation Lawyer of the Year 2007 in the Who's Who Legal Awards.  
This is the second consecutive time he has been recognized in this
way, having also won the award last year.

With the benefit of more than ten years of independent research,
Who's Who Legal used the thousands of nominations it has received
from clients and private practice professionals to identify the
leading individual and firm in 27 practice areas.  The winners
were formally announced in The International Who's Who of Business
Lawyers 2007, a compendium edition of all the individual Who's Who
Legal publications which was released in April.

"It is an outstanding achievement to win the Who's Who Legal; The
International Who's Who of Business Lawyers Commercial Litigation
Lawyer of the Year Award for a second time," Editor in chief
Callum Campbell said.  "Stephen Susman's continuing success
demonstrates a consistent and unparalleled level of performance
and service to clients.  We have no hesitation in declaring him
the world's leading commercial litigator."

The awards are based on a number of factors, including the
feedback received in the ongoing research process, past
performance in the research and the overall aggregate number of
weighted votes cast in their favor.  In addition to identifying
the leading firm and individual in each practice area, the awards
also recognize the overall leading firm in 48 countries and five
US states.  Who's Who Legal lists only the leading practitioners
in each field, based exclusively on the findings of a six-month
independent research process.

                   About Susman Godfrey L.L.P.

Susman Godfrey L.L.P. -- http://www.susmangodfrey.com/-- a law  
firm with more than 80 lawyers, was recently named one of the top
litigation boutiques in the country by The American Lawyer.  The
firm represents plaintiffs and defendants in a broad range of
commercial litigation matters, including antitrust, patent and
intellectual property, securities and corporate governance
litigation, energy, commercial and products liability litigation,
bankruptcy and financial restructuring, accounting malpractice,
arbitration, climate change litigation, and foreign and
international litigation matters.  The firm has offices in
Houston, Dallas, Seattle, Los Angeles, and New York.


* Crowell & Moring Adds 3 Bankr. Lawyers to Fin'l Services Team
---------------------------------------------------------------
Crowell & Moring LLP has bolstered its financial services team
with the addition of three bankruptcy and restructuring attorneys
just months after it added nine lawyers to the same practice.  The
additions include Monique D. Almy, who joins Crowell & Moring's
Corporate and Bankruptcy groups as a partner from Orrick,
Herrington & Sutcliffe LLP and will practice in the Washington,
D.C. office, and Mark S. Lichtenstein, who joins Crowell &
Moring's New York office as a partner from Buchanan Ingersoll &
Rooney PC.  He will be a member of the firm's Bankruptcy and
Litigation groups.  Bankruptcy and creditors' rights lawyer
Matthew W. Cheney will also join Crowell & Moring's Corporate and
Bankruptcy Groups as counsel in the Washington office.

"The addition of Monique, Mark, and Matt to our Bankruptcy Group
rounds out the firm's ability to serve our clients in all kinds of
bankruptcy cases.  They also will strengthen and work closely with
our financial services team, which represents leading financial
institutions in a range of concerns, including litigation, loan
workouts, and restructurings," said Mark D. Plevin, chair of
Crowell & Moring's Bankruptcy Group.

The three lawyers will work closely with partner William M.
O'Connor and other members of the New York-based financial
institutions team, whose representative institutional and hedge
fund clients include Wachovia Bank, Lehman Brothers, UBS, and
Silver Point Capital.

"Monique and Mark are each held in high regard by the bankruptcy
bar and have the complete package of bankruptcy skills that
provide for creative approaches in complex cases.  I've enjoyed
working with Mark for the past three years and have always
appreciated the innovative work Monique has done as our practices
have crossed paths.  We're thrilled to have these three top
lawyers join our burgeoning financial services team," said
O'Connor.

Almy has 19 years of experience in bankruptcy and creditors'
rights matters.  She has represented commercial banks and other
financial institutions in bankruptcy-related litigation, SBA and
state-guaranteed transactions, and contested mortgage foreclosure
and distressed loan workouts.  Other clients include DIP lenders,
official creditors' committees, health care providers, retailers,
and long distance providers.  She is a Chapter 7 panel trustee in
the District of Maryland.  Almy is a graduate of University of
Baltimore School of Law.

With 15 years of experience, Lichtenstein represents secured and
unsecured creditors, equity holders, indenture trustees, debtors
in Chapter 11 proceedings, Chapter 7 and Chapter 11 Trustees,
landlords and acquirers of assets in bankruptcy cases.
Lichtenstein also counsels clients in out of court restructurings
and workouts.  He regularly handles bankruptcy litigation matters,
including the representation of plaintiffs and defendants in
fraudulent conveyance, preferential transfer, breach of fiduciary
duty, recharacterization, and equitable subordination cases, as
well as non-bankruptcy litigation matters.  He is a graduate of
Benjamin N. Cardozo School of Law.

Over the last nine years, Cheney has gained broad experience in
bankruptcy cases and distressed debt situations, including the
representation of utility companies in large energy bankruptcy
cases and other clients in the automotive and heath care
industries.  Cheney also represents financial institutions and
other creditors in loan workouts, restructurings, and litigation.
He is a graduate of Ohio Northern University, Pettit College of
Law.

In February, Crowell & Moring bolstered its New York office
through the addition of nine financial services and distressed
debt lawyers, including O'Connor.  The office, now comprised of 39
lawyers, has grown rapidly since it opened in September 2006.

                    About Crowell & Moring LLP

Crowell & Moring LLP is a full-service law firm with more than 350
lawyers practicing in litigation, antitrust, government contracts,
corporate, intellectual property and more than 40 other practice
areas.  More than two-thirds of the firm's lawyers regularly
litigate disputes on behalf of domestic and international
corporations, start-up businesses, and individuals.  Crowell &
Moring's extensive client work ranges from advising on one of the
world's largest telecommunications mergers to representing
governments and corporations on international arbitration matters.
Based in Washington, D.C., the firm also has offices in
California, New York, London, and Brussels.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, Connecticut
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, Pennsylvania
            Contact: http://www.ali-aba.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Working Effectively with
         the Media to Create Publicity for Your Business
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, Missouri
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Equity Sponsor Panel Breakfast
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 1, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   Networking Organization of Women Visit King Tut Exhibit
      Franklin Institute, Philadelphia, Pennsylvania
         Contact: 215-657-5551 or www.turnaround.org/

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Washington University, Arizona
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/
  
May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/
  
May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/
  
BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

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 ***