TCR_Public/070427.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 27, 2007, Vol. 11, No. 99

                             Headlines

ABFC TRUST: Monthly Losses Prompt S&P's Negative Credit Watch
ALLEGHENY COUNTY: S&P Rates $735 Mil. S. 2007A Revenue Bonds at BB
AMERICAN TOWER: Launches Tender Offer for $325MM of 7.25% Notes
ASSOCIATED ESTATES: Secures $100 Million Revolving Credit Facility
BALLY TOTAL: Negotiates Form of Waiver & Forbearance Arrangements

BALLY TOTAL: Selling 16 Canadian Operations to 2 Fitness Centers
BAYONNE MEDICAL: Taps Lindabury McCormick as Corporate Counsel
BENICORP INSURANCE: A.M. Best Withdraws Ratings
BION ENVIRONMENTAL: Mar. 31 Balance Sheet Upside-Down by $4.1 Mil.
BSC INVESTMENTS: Case Summary & Four Largest Unsecured Creditors

BUCYRUS INT'L: Proposed $825 Mil. Term Loan Spurs S&P's BB- Rating
CALIBRE ENERGY: Completes $5 Million Private Placement Financing
CANTON TIRES: Case Summary & 16 Largest Unsecured Creditors
CARRAWAY METHODIST: Court Sets Plan Confirmation Hearing on May 23
CATHOLIC CHURCH: Court Confirms Spokane's Second Amended Plan

CDC MORTGAGE: S&P Lowers Rating on S. 2003-HE4-B-3 Certs. to BB
CDC MORTGAGE: Fitch Holds Junk Ratings on Three Certificates
CENVEO CORP: New $125 Million Notes Cue S&P to Cut Rating to B-
CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Certificates
CINEMARK HOLDINGS: Prices 28 Million Shares at $19 Each in IPO

CLEAR CHANNEL: Earns $102.2 Million in Quarter Ended March 31
COMM 2001-J2: S&P Lifts Cert. Ratings Due to Improved Performance
CREDIT SUISSE: Fitch Takes Rating Actions on Seven Transactions
CREDIT SUISSE: Fitch Puts Rating on Two Loans Under Negative Watch
CRUM & FORSTER: Fitch Rates $330 Million Senior Notes at B+

CVS CORP: Self-Tender Offer to Purchase 150 Million Shares Expires
DELPHI CORP: Cerberus Denies Backing Out of Delphi Agreement
DOMTAR CORPORATION: DBRS Confirms 'BB' Issuer Rating
DOMTAR INC: DBRS Confirms BB (Low) Rating on Unsecured Debentures
EAGLE BROADBAND: Feb. 28 Balance Sheet Upside-Down by $134,000

eLEC COMM: February 28 Balance Sheet Upside-Down by $6.1 Million
EPICUS COMMUN: Has $3.3MM Total Stockholders' Deficit at Feb. 28
EQUEST DEVELOPMENT: Voluntary Chapter 11 Case Summary
FEDERAL-MOGUL: Wants to Enter into Amended $775 Million DIP Pact
FLORIDA SELECT: Case Summary & Eight Largest Unsecured Creditors

FLYI INC: Joint Amended Plan Declared Effective March 30
FORD MOTOR: Reports Preliminary Results for First Quarter 2007
FRASER PAPERS: Posts $10MM Recurring Losses in Qtr. Ended March 31
GENESIS HEALTHCARE: Gets $64.75 Per Share Offer from Fillmore
GENESIS HEALTHCARE: Allocates Payments for Bonus Program

GEORGIA GULF: Weakening Credit Quality Cues S&P to Lower Ratings
GLOBAL POWER: Court Extends Exclusive Plan Filing Date Until May 2
GLOBAL POWER: Consulting Pacts w/ Former Execs Stretched to May 2
GLOBAL POWER: Court Approves PricewaterhouseCoopers as Auditors
INTEGRAL NUCLEAR: Hires Logan & Co. as Claims and Noticing Agent

JARDEN CORPORATION: Agrees to Acquire K2 Inc. for $1.2 Billion
JOAN FABRICS: Selects Mintz Levin as Bankruptcy Counsel
JOAN FABRICS: Taps Pachulski Stang as Delaware Local Counsel
JOAN FABRICS: Court Okays Bankruptcy Services as Claims Agent
K2 INC: Agrees to Sell Assets to Jarden Corp. for $1.2 Billion

KING PHARMACEUTICALS: Looming Challenges Cue S&P's Stable Outlook
L.I.D. LTD: Asks Court to Decide on Cash Collateral Default Issue
LEAR CORPORATION: Earns $49.9MM in First Quarter Ended March 31
MARINER ENERGY: Increases Pricing Offer of Senior Unsecured Notes
MAYCO PLASTICS: Court OKs Tooling Stipulation with DaimlerChrysler

MERRILL LYNCH: Fitch Cuts Rating on Four Certificates to B
MERRILL LYNCH: Fitch Lowers Rating on Three Certificates to B+
MILLENNIUM INORGANIC: S&P Puts B+ Rating on Proposed $880MM Loan
NEW CENTURY: Three Parties Balk at Rejection of 153 Leases
NEW CENTURY: 5 Parties Balk at Sale of Loan Origination Platform

NORTHWEST AIRLINES: Inks Tentative CBA with AFA on $182MM Claims
NUVOX INC: S&P Affirms B- Corporate Credit Rating
OCCAM NETWORKS: Faces Nasdaq Delisting Due to Late 10-K Filing
OWNIT MORTGAGE: Rejection of Unexpired Leases & Contracts Okayed
OWNIT MORTGAGE: Court Approves Trumbull Group as Claims Agent

OWNIT MORTGAGE: Selects John Associates as Compensation Advisor
PHH MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certificates
RADNOR HOLDINGS: Wants Exclusive Plan Filing Date Moved to July 17
RADNOR HOLDINGS: Assumes & Assigns CIT Contract to TR Acquisition
RADNOR HOLDINGS: Can Assume & Assign Carolina Drive Lease to TRA

RANGE RESOURCES: Completes Public Offering of 8.05 Million Shares
RESIDENTIAL ASSET: Poor Performance Cues S&P's Negative Watch
REYNOLDS AMERICAN: Net Income Drops to $328 Million in 1st Qtr '07
RK PROPERTIES: Case Summary & Two Largest Unsecured Creditors
ROUGE INDUSTRIES: Court Approves Stipulation With Power Process

ROUGE INDUSTRIES: Wants Settlement Agreement w/ Aristeo Approved
SECURITY AVIATION: Former Boss Wins Auction with $3.4 Million Bid
SIX FLAGS: Improving Liquidity Cues S&P to Hold B- Credit Rating
SIX FLAGS: Fitch Rates Proposed $1.1 Billion Facility at BB-
SOUNDVIEW HOME: Fitch Downgrades Ratings on 10 Classes

SOUNDVIEW HOME: Fitch Holds Low-B Ratings on 12 Loan Classes
STRUCTURED ASSET: Fitch Takes Rating Actions on 143 RMBS Classes
TELOS CORP: Dec. 31 Balance Sheet Upside-Down by $126.7 Million
TRIARC COS: To Sell Interest in Deerfield & Co. for $300 Million
VILLEGAS RESTAURANT: Case Summary & 19 Largest Unsecured Creditors

WERNER LADDER: Court Approves Sale of Werner Co. for $270 Million
WESCO DISTRIBUTION: Inks $365MM Credit Facility with GE Commercial
WII COMPONENTS: S&P Withdraws B Rating on Proposed $179MM Facility
WOLVERINE TUBE: Posts $79MM Recurring Losses in Year Ended Dec. 31
WOODLAND AUTO: Case Summary & 21 Largest Unsecured Creditors

* S&P Puts Ratings on 52 Classes Under Negative CreditWatch

* BOOK REVIEW: A Treatise on the Right of Property in Tide Waters

                             *********

ABFC TRUST: Monthly Losses Prompt S&P's Negative Credit Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-3 and B-2 mortgage-backed securities issued by ABFC
Trust's series 2002-SB1 and 2005-HE2, respectively.  At the same
time, the rating on class B-2 was placed on CreditWatch with
negative implications, and the rating on class M-3 remains on
CreditWatch negative, where it was placed April 19, 2006.
Concurrently, the ratings on classes M-3 and M-4 from series 2003-
WF1 were placed on CreditWatch with negative implications.
Additionally, the ratings on 23 classes issued by the same trusts
were affirmed.

The lowered ratings and CreditWatch placements are based on pool
performance that has negatively affected these transactions.  For
most of the past six months, monthly losses have exceeded monthly
excess spread in each of these transactions.  This has caused the
overcollateralization percentages to fall below their targets.
The O/C amounts in these deals range from 0.00% (series 2002-SB1)
to 0.25% (series 2003-WF1).  All of these deals have an O/C target
of 0.50%.  Cumulative losses range from 0.75% (series 2005-HE2) to
5.52% (series 2002-SB1) of the original pool balances.  In
addition, severe delinquencies (90-plus days, REOs, and
foreclosures) range from 9.27% (series 2005-HE2) to 20.17% (series
2002-SB1) of the current pool balances.

Standard & Poor's will continue to closely monitor these
transactions with ratings on CreditWatch.  If losses decline to a
point at which they no longer exceed monthly excess spread, and
credit support has not been eroded further, S&P will affirm the
ratings and remove them from CreditWatch.  Conversely, if monthly
losses continue to outpace monthly excess interest, further
negative rating actions can be expected.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.
Credit support percentages are at least 1.01x the original credit
support percentages associated with the ratings.

The pools in this shelf use a combination of subordination, excess
interest, and O/C as credit support.  The collateral for these
transactions consists of conventional, fixed- and adjustable-rate,
first- and second-lien mortgage loans secured by one- to four-
family residential properties.


        Rating Lowered and Remaining on Creditwatch Negative

                              ABFC Trust

                                         Rating
                                         ------
            Series     Class      To             From
            ------     -----      --             ----
            2002-SB1    M-3       BB/Watch Neg   BBB/Watch Neg


          Rating Lowered and Placed on Creditwatch Negative

                              ABFC Trust

                                   Rating
                                   ------
             Series     Class      To              From
             ------     -----      --              ----
             2005-HE2    B-2       B/Watch Neg      BB


               Ratings Placed on Creditwatch Negative

                             ABFC Trust

                                      Rating
                                      ------
             Series     Class    To                From
             ------     -----    --                ----
             2003-WF1    M-3     BBB/Watch Neg     BBB
             2003-WF1    M-4     BBB-/Watch Neg    BBB-


                             Ratings Affirmed

                                ABFC Trust

        Series           Class                        Rating
        ------           -----                        ------
        2002-SB1         AII-1, M-1                   AAA
        2002-SB1         M-2                          AA+
        2003-WF1         A-2                          AAA
        2003-WF1         M-1                          AA+
        2003-WF1         M-2                          A+
        2005-HE2         A-1, A-2A, A-2B, A-2C        AAA
        2005-HE2         A-2D                         AAA
        2005-HE2         M-1, M-2                     AA+
        2005-HE2         M-3                          AA
        2005-HE2         M-4                          AA-
        2005-HE2         M-5, M-6                     A+
        2005-HE2         M-7                          A
        2005-HE2         M-8                          A-
        2005-HE2         M-9                          BBB+
        2005-HE2         M-10                         BBB
        2005-HE2         M-11                         BBB-
        2005-HE2         B-1                          BB+


ALLEGHENY COUNTY: S&P Rates $735 Mil. S. 2007A Revenue Bonds at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Allegheny County Hospital Development Authority, Pennsylvania's
$735 million fixed-rate series 2007A health system revenue bonds,
issued for West Penn Allegheny Health System, Pennsylvania.  The
outlook is stable.

Proceeds of series 2007 bonds are expected to refund all
Allegheny's debt at closing with the exception of $37 million
deeply subordinated floating-rate restructuring certificates.  A
portion of the 2007 bonds will be used to refinance various
outstanding bonds, including all of the series 2000 bonds that
were issued at the time of the system's formation.  Remaining 2007
proceeds will be used to repay a portion of the Highmark loan and
fund certain capital expenditures.  As of today, West Penn is
waiting for IRS approval to advance refund a portion (46%) of the
series 2000 bonds.  If approval is not received shortly, West Penn
will pursue a tender option for this portion of the bonds.

"For the first time in its operating history, West Penn will have
a modicum of strategic capital available to invest in new
facilities and programs," said Standard & Poor's credit analyst
Cynthia Keller Macdonald.  "A higher rating is unlikely during the
two-year outlook time horizon as the key to a higher rating is
improved liquidity, which will take time to accumulate, along with
a sustained track record of operating profitability."

The 'BB' rating on series 2007 bonds reflects substantial benefits
from this debt restructuring, including improved cash flow and
debt service coverage.  In addition, while there is significant
legislative relief for West Penn's pension funding requirements
through 2014, substantial funding requirements still remain
through fiscal 2008.  By lowering the interest rate on the bonds
and delaying series 2007 principal payments until 2009, West Penn
will significantly increase cash flow over the next two years,
which will help address two pressing credit concerns: pension
funding and capital investment.

Despite the restructuring's benefits, the credit remains
speculative grade due to an expectation that the balance sheet
will remain under pressure; and improved earnings from fiscals
2004-2006 when compared to the prior three-year period, although
margins remain down from fiscal 2005's peak and are in general,
extremely thin.

Other credit concerns include softness in the year-to-date
earnings; significant competition in the Pittsburgh market from
University of Pittsburgh Medical Center; and difficult
demographics in this market, as its population continues to
decline, although an aging population may help drive increased
health care demand in the future.

The stable outlook reflects the increased financial cushion
provided by this debt restructuring.


AMERICAN TOWER: Launches Tender Offer for $325MM of 7.25% Notes
---------------------------------------------------------------
American Tower Corporation's wholly owned subsidiary, American
Towers, Inc., has commenced a cash tender offer for any and all of
its outstanding $325,075,000 aggregate principal amount of 7.25%
Senior Subordinated Notes due 2011 on the terms and subject to the
conditions set forth in its Offer to Purchase and Consent
Solicitation Statement dated April 23, 2007, and the related
Consent and Letter of Transmittal.  The company is also soliciting
consents to certain proposed amendments to the indenture governing
the Notes to eliminate most of the restrictive covenants and
certain events of default.  The tender offer documents more fully
set forth the terms of the tender offer and consent solicitation.

The tender offer will expire at midnight, New York City time, on
May 18, 2007, unless extended or earlier terminated by the
company.  The company reserves the right to terminate, withdraw or
amend the tender offer and consent solicitation at any time
subject to applicable law.

The total consideration for each $1,000 principal amount of Notes
tendered and accepted for purchase pursuant to the tender offer
will be determined as specified in the Statement, on the basis of
a yield to the first redemption date equal to the sum of (i) the
yield (based on the bid side price) of the U.S. Treasury Security
specified in the Statement, as calculated by Credit Suisse
Securities (USA) LLC in accordance with standard market practice
on the price determination date, plus (ii) a fixed spread of 50
basis points.  The company will pay accrued and unpaid interest up
to, but not including, the applicable payment date.

Each holder who validly tenders its Notes and delivers consents on
or prior to 5:00 p.m., New York City time, on May 4, 2007, will be
entitled to a consent payment, which is included in the total
consideration above, of $30 for each $1,000 principal amount of
Notes tendered by such holder if such Notes are accepted for
purchase pursuant to the tender offer.  Holders who tender Notes
are required to consent to the proposed amendments to the
indenture.  Any tender of Notes may be validly withdrawn and
consents may be validly revoked at any time prior to the time at
which the Company has received sufficient consents with respect to
the proposed amendments to the indenture, accepted for payment
then-tendered Notes and executed the Supplemental Indenture, but
not thereafter unless the tender offer and consent solicitation
are terminated without any Notes being purchased.  Holders who
tender Notes after the consent date will not receive the consent
payment.

The company has reserved the right to accept for purchase at any
time following the Consent Date but prior to the Expiration Date
all Notes then validly tendered. If the Company elects to exercise
this option, it will pay for such Notes on a date promptly
following the Early Acceptance Time.  On the Early Payment Date,
the Company will also pay accrued and unpaid interest up to, but
not including, the Early Payment Date on the Notes accepted for
purchase.

Subject to its right to exercise this early acceptance option, the
Company currently expects to accept for purchase, and pay the
total consideration (as to all Notes tendered prior to the Consent
Date) and the tender offer consideration (which is the total
consideration less the cash consent payment, as to all Notes
tendered after the Consent Date) with respect to, all validly
tendered Notes on a date promptly following the Expiration Date.
On the Final Payment Date, the company will also pay accrued and
unpaid interest up to, but not including, the Final Payment Date
on the Notes accepted for purchase.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
tender offer and consent solicitation is subject to the
satisfaction or waiver of certain conditions, including the
receipt of sufficient consents with respect to the proposed
amendments to the indenture and the consummation of a new debt
financing by a trust formed by an affiliate of the company.  The
complete terms and conditions of the tender offer and the consent
solicitation are set forth in the tender offer documents, which
are being sent to holders of Notes.

The company has retained Credit Suisse to act as Dealer Manager in
connection with the tender offer and consent solicitation.
Questions about the tender offer and consent solicitation may be
directed to Credit Suisse at 212-325-7596 (collect).  Copies of
the tender offer documents and other related documents may be
obtained from D.F. King & Co., Inc., the information agent for the
tender offer and consent solicitation, at 800-967-7921 (toll free)
or 212-269-5550 (collect).

                       About American Tower

Headquartered in Boston, Massachusetts, American Tower Corporation
(NYSE: AMT) -- http://www.americantower.com/-- is an independent
owner, operator and developer of broadcast and wireless
communications sites in the United States, Mexico and Brazil.
American Tower owns and operates over 22,000 sites in the United
States, Mexico, and Brazil.  Additionally, American Tower manages
approximately 2,000 revenue producing rooftop and tower sites.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Moody's Investors Service upgraded the corporate family rating of
American Tower Corporation to Ba1 from Ba2, and affirmed the
company's SGL-1 liquidity rating.  The outlook is stable.


ASSOCIATED ESTATES: Secures $100 Million Revolving Credit Facility
------------------------------------------------------------------
Associated Estates Realty Corporation has replaced two smaller
secured lines of credit with a $100 Million Senior Unsecured
Revolving Credit Facility.  The Credit Facility initially bears
interest at LIBOR plus a spread of 160 basis points, but the rate
can be lower or higher based on various financial ratios.  The
Credit Facility has a term of three years.

National City Bank acted as the Lead Arranger and Administrative
Agent.  The other participating banks were Wells Fargo, N.A.,
Raymond James Bank, FSB and The Huntington National Bank.

"This unsecured line gives the company greater financial
flexibility to execute its strategic plan to rebalance the
company's portfolio into higher growth markets," Lou Fatica, chief
financial officer, said.

For more information, please contact:

   Michael Lawson
   Vice President of Investor Relations
   Tel: (216) 797-8798

   Kimberly Kanary
   Manager of Corporate Communications
   Tel: (216) 797-8752

                     About Associated Estates

Headquartered in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real
estate investment trust.  The REIT directly or indirectly owns,
manages or is a joint venture partner in 103 multifamily
communities containing a total of 20,650 units located in nine
states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2006,
Moody's Investors Service raised the senior unsecured debt shelf
rating of Associated Estates Realty Corporation to B1 from B2.
The B3 preferred stock shelf rating was affirmed.  The rating
outlook is stable.


BALLY TOTAL: Negotiates Form of Waiver & Forbearance Arrangements
-----------------------------------------------------------------
Bally Total Fitness has negotiated the form of limited waiver and
forbearance arrangements with advisors representing the Ad Hoc
Committee formed by holders of its 10-1/2% Senior Notes due 2011
and 9-7/8% Senior Subordinated Notes due 2007.

As reported in the Troubled Company Reporter on April 13, 2007,
the waivers relate to the company's inability to timely file its
2006 Annual Report on Form 10-K with the Securities and Exchange
Commission and the company's non-payment of interest on its Senior
Subordinated Notes, both of which are defaults under the
indentures governing the notes.  The company has requested that
noteholders waive these defaults and forbear from exercising any
related remedies until July 13, 2007 on terms similar to the
recently executed forbearance agreement under the Company's senior
secured credit facility.  The company does not intend to pay a fee
to the noteholders in connection with these waiver and forbearance
arrangements.

The Ad Hoc Committee represents certain holders of the Senior
Notes and the Senior Subordinated Notes, and has retained Houlihan
Lokey Howard & Zukin Capital as financial advisor and Akin Gump
Strauss Hauer & Feld, LLP as counsel.  The company and its
advisors have met with the advisors to the Ad Hoc Committee and
have negotiated the form of the limited waiver and forbearance
arrangements under the indentures governing the notes.  The
forbearance agreement under the company's senior secured credit
facility requires that forbearance arrangements be in place with
respect to each series of notes by May 14, 2007.

Holders of the notes are referred, and questions concerning the
detailed terms and conditions of the waiver and forbearance
arrangements should be directed to:

     Houlihan Lokey,
     Attention: Brad Geer
     255 South Sixth Street, Suite 4950
     Minneapolis, MN 55402-4304
     Telephone (612)-338-2910

Holders of the notes who want copies of the proposed forbearance
agreements may also contact the company's financial advisor:

     Jefferies & Company, Inc.
     Attention: Thomas Carlson
     520 Madison Avenue, 12th Floor
     New York, NY 10022
     Telephone (212)-284-2045

                   About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation after its failure to make
the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.  Bally's failure to make the
interest payment on the subordinated notes constitutes an event of
default under the indenture governing its $235 million of senior
notes and, upon the expiration of the applicable grace period,
will constitute an event of default under the subordinated notes
indenture.  Moody's downgraded the Probability of Default Rating
to D and the Corporate Family Rating to Ca.  The rating outlook
was changed from negative to stable.

As reported in the Troubled Company Reporter on April 17, 2007,
Standard & Poor's Ratings Services lowered its subordinated debt
rating on Bally Total Fitness Holding Corp. to 'D' from 'CC'.  The
senior unsecured rating was also lowered to 'D' from 'CCC-'.  At
the same time, Standard & Poor's lowered the corporate credit
rating on Bally to 'D' from 'CCC'.


BALLY TOTAL: Selling 16 Canadian Operations to 2 Fitness Centers
----------------------------------------------------------------
Bally Total Fitness has entered into agreements to sell its 16
Toronto, Canada facilities to Extreme Fitness Inc., which is
acquiring six of the facilities, and GoodLife Fitness Centres
Inc., which is acquiring ten of the facilities.  The properties
include nine Sports Clubs of Canada and seven Bally Total Fitness
clubs.  The transactions are subject to customary closing
conditions, including lease negotiations.  Terms of the
transactions were not disclosed.

The sale is part of the company's strategy to divest non-core
assets in order to focus on the core Bally Total Fitness brand and
operations in the United States.  Proceeds from the transactions
are estimated to be approximately CDN$19.6 million and will be
available to support operations.

"These transactions are important steps forward in Bally's
business and financial restructuring initiatives," Don R.
Kornstein, Bally's interim Chairman, said.  "The proceeds will
enhance Bally's liquidity in support of the company's ongoing
efforts to negotiate a consensual restructuring with our debt
holders.  I would like to acknowledge all of our Canadian
employees for their dedicated service to Bally Total Fitness and
wish them continued success."

                    About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation after its failure to make
the April 16, 2007 interest payment on $300 million principal
amount of senior subordinated notes.  Bally's failure to make the
interest payment on the subordinated notes constitutes an event of
default under the indenture governing its $235 million of senior
notes and, upon the expiration of the applicable grace period,
will constitute an event of default under the subordinated notes
indenture.  Moody's downgraded the Probability of Default Rating
to D and the Corporate Family Rating to Ca.  The rating outlook
was changed from negative to stable.

As reported in the Troubled Company Reporter on April 17, 2007,
Standard & Poor's Ratings Services lowered its subordinated debt
rating on Bally Total Fitness Holding Corp. to 'D' from 'CC'.  The
senior unsecured rating was also lowered to 'D' from 'CCC-'.  At
the same time, Standard & Poor's lowered the corporate credit
rating on Bally to 'D' from 'CCC'.


BAYONNE MEDICAL: Taps Lindabury McCormick as Corporate Counsel
--------------------------------------------------------------
Bayonne Medical Center Inc. asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Lindabury,
McCormick, Estabrook & Cooper, P.C. as its general corporate
counsel, nunc pro tunc to the date of its bankruptcy filing.

The Debtor tells that Court that Lindabury McCormick will render
professional services that include, but not be limited to, health
care, finance, labor and employment, tax, guardianships, real
estate, and other corporate transactional matters.

The Debtor discloses that the firm's current hourly rates are:

     Designation            Hourly Rates
     -----------            ------------
     Partners               $250 - $350
     Associates             $160 - $240
     Paralegals             $100 - $150

To the best of the Debtor's knowledge, Lindabury McCormick does
not hold or represent any interest adverse to the Debtors, its
lenders, equity security holders, or any other party in interest
or its estate.

                      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.  The Debtor's exclusive
period to file a plan expires on Aug. 14, 2007.


BENICORP INSURANCE: A.M. Best Withdraws Ratings
-----------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B+ (Good) and has assigned issuer credit ratings (ICR)
of "bb-" to Benicorp Insurance Company (Indianapolis, IN) and The
Municipal Insurance Company of America (Arlington Heights, IL).

The outlook for the FSRs is negative, and the outlook assigned to
the ICRs is negative.

Subsequently, A.M. Best has withdrawn the ratings and assigned an
NR-4 (Company Request) in response to a request from the
companies' management to withdraw and be removed from A.M. Best's
interactive rating process based on management's disagreement with
the ratings.

The rating downgrades reflect the companies' large 2006 operating
losses and low risk-based capital positions reported.

Additionally, A.M. Best believes McKee Heritage Holding Corp.
(Delaware), the ultimate parent of both companies, is currently
weakly capitalized.  The sizeable amount of intangible assets and
goodwill on McKee Heritage's books further heightens A.M. Best's
concerns regarding the organization's overall capitalization
position.

Benicorp's and MICA's operating deficits last year were primarily
the result of overpayment of claims associated with problems
related to the installation of a new claims system in 2006, which
became evident in their fourth quarter.  The companies have
already issued invoices to various medical providers for repayment
of a significant amount of claim over payments and are in the
process of recovering the over payments.  It remains to be seen
how successful these efforts will be.

McKee Heritage contributed over $6 million of additional
capitalization to Benicorp in early 2007.  In late 2006, McKee
Heritage also restructured its acquisition debt incurred by its
acquisition of Benicorp and reduced significantly its interest
obligations. Despite these items, the organization's capital
position is currently below the levels expected by A.M. Best for
secure rated companies due to the severity of the 2006 losses.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


BION ENVIRONMENTAL: Mar. 31 Balance Sheet Upside-Down by $4.1 Mil.
------------------------------------------------------------------
Bion Environmental Technologies Inc.'s balance sheet at March 31,
2007, showed $1,122,237 in total assets and $5,274,112 in total
liabilities, resulting in a $4,151,875 total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $870,761 in total current assets available
to pay $1,452,371 in total current liabilities.

Bion Environmental Technologies Inc. reported a net loss of
$84,293 for the third quarter ended March 31, 2007, compared with
a net loss of $1,379,341 for the same period ended March 31, 2006.

The company reported no revenues in both periods.

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?1df5

Bion Environmental Technologies Inc. -- http://www.biontech.com/
-- is currently focused on the completion of the development of
applications of its second-generation technology which provides
solutions for environmentally sound clean-up of the waste streams
of large-scale "confined animal feeding operations" (CAFO's) and
creates economic opportunities for integration of renewable energy
production, ethanol production, sustainable animal husbandry and
organic soil/fertilizer and feed production.


BSC INVESTMENTS: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: BSC Investments LLC
        6121 Lakeside Drive, Suite 230
        Reno, NV 89511

Bankruptcy Case No.: 07-50477

Chapter 11 Petition Date: April 25, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Decal Oregon Inc.                  Loans               $4,500,000
6121 Lakeside Drive, Suite 230
Reno, NV 89511

Fisher Friedman Associates         Goods               $1,782,000
1485 Park Avenue, Suite 103
Emeryville, CA 94608

Decal Nevada Inc.                  Loans                 $500,000
6121 Lakeside Drive, Suite 230
Reno, NV 89511

John Schleining                                           $75,000
440 Columbia Boulevard
St. Helens, OR 97051


BUCYRUS INT'L: Proposed $825 Mil. Term Loan Spurs S&P's BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Bucyrus International Corp.'s proposed first-
lien $400 million revolving credit facility due in 2012 and
$825 million term loan due in 2014.  The 'BB-' rating and a
recovery rating of '4' indicate the likelihood of marginal
recovery of principal (25%-50%) in the event of a payment default.

At the same time, Standard & Poor's assigned its 'BB-' rating to
DBT GmbH's (a proposed indirect subsidiary of Bucyrus) proposed
EUR50 million unsecured German revolving facility due 2012.  The
facility is guaranteed by Bucyrus.

Proceeds from the financing will be used to purchase DBT,
refinance existing debt, make modest additional capital
expenditures, and pay transaction expenses.  The deal is valued at
approximately $731 million, excluding transaction costs.

The corporate credit rating on Bucyrus is BB-/Stable/--.  The
ratings on the company reflect its position in the cyclical niche
market for surface mining equipment, and following the DBT
acquisition, in underground mining equipment manufacturing.  The
cyclical upturn in volatile commodity markets has contributed to
currently improved financial measures that support Bucyrus'
narrow focus.  However, the acquisition increases the company's
debt leverage, exposure to the cyclical mining business, and its
dependence on coal.

Bucyrus' 2004 IPO increased the company's financial flexibility
and significantly improved credit protection measures.  Total debt
to EBITDA at Dec. 31, 2006, had declined to slightly more than 1x.
As expected, the company's debt leverage is currently low at this
point in the cycle.  Bucyrus will need to reduce leverage
following the acquisition of DBT so that in the next cyclical
downturn, the company can be prepared for a possible decline in
demand and potentially earnings.  Standard & Poor's expectations
for the ratings over the volatile mining cycle are for debt to
EBITDA to average in the 3x area.  Pro forma for the all-debt-
financed transaction, the company will be levered at about 3.5x.
After the acquisition of DBT, S&P ratings and outlook do not
incorporate any other major acquisition.

Ratings List

Bucyrus International Inc.
  Corporate credit rating                        BB-/Stable/--

Ratings Assigned
  Senior secured revolving credit facility       BB-
   Recovery rating                               4
  Senior secured term loan                       BB-
   Recovery rating                               4

DBT GmbH
  Unsecured German revolving facility*           BB-
(* guaranteed by Bucyrus)


CALIBRE ENERGY: Completes $5 Million Private Placement Financing
----------------------------------------------------------------
Calibre Energy Inc. completed a $5,000,000 financing through the
private placement of 8,000,000 shares of Series A Convertible
Preferred Stock with BlueWater Capital Group, LLC, a Houston,
Texas-based private investment fund, managed by Prentis B.
Tomlinson, Jr., Calibre's Chairman and Chief Executive Officer.

The company anticipates that the proceeds from the Series A
Preferred will be sufficient to fund its planned capital budget
and general and administrative expenditures for the remainder of
2007.

The 8,000,000 shares of Series A Preferred were issued at $0.625
per share, have a liquidation preference of $5 million, carry no
coupon and are not accompanied by or issued in conjunction with
any warrants or options.  Each share of the Series A Preferred
shall be convertible at the election of BlueWater Capital Group,
LLC into shares of Common Stock based on the ratio required to
cause the number of shares of Common Stock issuable upon the
conversion of 8,000,000 shares of Series A Preferred Stock to
equal 75% of the number of shares of Common Stock then issued and
outstanding.

The issuance of the Series A Preferred, which is authorized and
designated to have that number of votes equal to 51% of the total
votes entitled to be cast by all classes of stock of the company,
results in the holder of the Series A Preferred exercising
substantial influence over the outcome of all matters requiring a
stockholder vote.  The conversion of the Series A Preferred into
Common Stock will result in significant dilution to the company's
stockholders and the book value of their shares of the company's
common stock.  Accordingly, any investment in the company's common
stock will continue to be highly speculative.

                       About Calibre Energy

Headquartered in Washington, DC, with operating offices in
Houston, Texas, Calibre Energy Inc. (OTC BB: CBRE) --
http://www.calibreenergy.com/-- is a publicly traded exploration
and production company focused on the acquisition and development
of high quality unconventional gas and oil shale properties in
selected producing basins in North America.  Calibre's current
concentration is the active drilling and development of its
leasehold interests in the Barnett Shale as well as continuing to
add selective new properties to its acreage inventory.

                        Going Concern Doubt

Malone & Bailey, PC in Houston, Texas, expressed substantial doubt
about Calibre Energy, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2005.  The auditing firm pointed to the
company's operating losses since inception.


CANTON TIRES: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Canton Tires and Automotive Services, Inc.
        dba The Car Place
        300 Old Ball Ground Highway
        Waleska, GA 30183

Bankruptcy Case No.: 07-66299

Chapter 11 Petition Date: April 23, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Georgia Department of Revenue      Sales Tax Debt         $75,000
Compliance Division
1800 Century Boulevard
Suite 16102
Atlanta, GA 30345-3205

Bank of America                    Line of Credit         $71,188
P.O. Box 15102
Wilmington, DE 19886

Wells Fargo                        Line of Credit         $58,491
P.O. Box 29746
Phoenix, AZ 85038-9746

Wells Fargo Financial Leasing      Equipment Lease        $56,326

Citi Cards                         Business Credit         $5,700
                                   Card

                                   Credit Card            $20,510

Wachovia Bank, N.A.                Business               $25,760
                                   Line of Credit

American Express                   Credit Card            $19,658

Cherokee County Tax Comm.                                 $19,069

Kauffman Tire                      Business Debt          $13,550

Santa Barbara Bank & Trust         Equipment Lease        $10,541

FIA Card Services                  Line of Credit          $8,361

O'Reilly Auto Parts                Business Debt           $6,956

Discover Platinum                  Credit Card             $6,507

AT&T Universal Card                Credit Card             $5,355

Amano Business Credit                                      $5,140

Citibusiness                       Credit Card             $4,305


CARRAWAY METHODIST: Court Sets Plan Confirmation Hearing on May 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
will convene a hearing on May 23, 2007, at 11:00 a.m., to consider
confirmation of Carraway Methodist Health Systems and its debtor-
affiliates' Amended Joint Chapter 11 Plan of Liquidation.

Objections to the confirmation of the Plan are due on May 16,
2007.

The Court approved the Debtors' Disclosure Statement describing
their Plan on April 17, 2007.   The Court determined that the
Disclosure Statement contained adequate information -- the right
kind of the right amount for creditors to make informed decisions
when asked to vote for the Plan.

                   Sources of Distribution Funds

As reported in the Troubled Company Reporter on April 16, 2007,
the Debtors have sold substantially all their assets to Doctors
Community Healthcare Corporation for $26.5 million.

The Debtors also have cash, securities, and other deposits of
$1.6 million in aggregate, which were the proceeds of gifts made
to the Debtors for educational purposes.

Before the Debtors filed for bankruptcy, they disclosed a $500,000
cash deposit in favor of the Alabama Department of Industrial
Relations regarding their status as self-insured under the
workers' compensation laws of Alabama.

Additionally, the Debtors have $400,000 in cash deposit posted
with the Unemployment Compensation Division of the Alabama
Department that provides for payment of post-petition unemployment
compensation claims to the unsecured creditors.

                       Overview of the Plan

The Plan contemplates the distribution of the proceeds of the
asset sale to all valid claims, as well as the creation of a trust
that will liquidate the Debtors' remaining assets, including the
Med Mal Fund.

The Med Mal Fund refers to the fund established and administered
under Carraway Methodist Medical Center Contingent Liability
Management Revocable Trust Agreement dated June 30, 1976.

                       Treatment of Claims

Under the Plan, Administrative and Priority Claims will be paid
in full, in cash from the administrative and priority reserve.
The Debtor will transfer to Bradley Arant Rose & White LLP the
portion of the carveout allocable.  Remaining balance, if any,
will be transferred to the representative of the unsecured
creditors distribution.

Assumed Cost Report Claims holders will retain their legal,
equitable, and contractual right with respect to their claims.

Each holder of Other Priority Claims will be paid in cash on the
Plan's effective date from the Administrative and Priority Claim
Reserve.

Lenders Claim will receive a pro rata share, in accordance with
intercreditor agreements.

Holders of Other Secured Claims will receive, to the extent
possible, the collateral securing their claims.  Otherwise, the
collateral securing the claim without warranty, or cash equal
to the amount from the net proceeds of the collateral.

Holders of Unsecured Claims will receive their pro rata share of
the dividend on the initial distribution date.

Each Holder of Med Mal Claims will be paid from the Med Mal Fund
in accordance with the Med Mal Trust.  All parties in interest
will reserve all rights and interests.  Med Mal Claims will be
liquidated.

Claims not paid, if any, due to insufficient Med Mal Fund will be
treated as Punitive Damages Claims.  Punitive Damages Claims will
be paid in full after all valid claims have been paid.

Holder of Equity Interests will not receive any distribution under
the Plan.

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

  http://www.researcharchives.com/bin/download?id=070413012120

              About Carraway Methodist Health Systems

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a teaching hospital, referral center and acute care hospital
that serves Birmingham and north central Alabama.  The Company and
its affiliates filed for chapter 11 protection on Sept. 18, 2006
(Bankr. N.D. Ala. Case No. 06-03501).  Christopher L. Hawkins,
Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at Bradley
Arant Rose & White LLP, represent the Debtors.  James R. Sacca,
Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million and $50 million and estimated
debts of more than $100 million.


CATHOLIC CHURCH: Court Confirms Spokane's Second Amended Plan
-------------------------------------------------------------
The Hon. Patricia Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington confirmed Second Amended Joint Plan
of Reorganization proposed by the Diocese of Spokane, the Official
Committee of Tort Claimants, the Future Claims Representative, and
the Executive Committee of the Association of Parishes.

Judge Williams found that the Plan complies with the statutory
requirements.

All objections to the Joint Plan, including those asserted by
Larry E. Miller and Leo J. Driscoll, if not withdrawn, waived or
settled, are overruled on the merits, Judge Williams said.

At the confirmation hearing, the Court had some concerns
regarding the language in the proposed order regarding post-
confirmation fees, which is not what was represented in the Joint
Plan.  To solve the problem, Judge Williams ordered the Diocese's
counsel to serve the confirmation order, without exhibits, on the
master mailing list together with a notice to creditors of the
process should they have an objection to post-confirmation fees.
Spokane's notice indicate where the exhibits to the confirmation
order can be viewed.

The Plan Proponents have made certain additions and modifications
to the Joint Plan to resolve actual or potential objections.
However, the revisions do not materially or adversely affect or
impair the interests of Spokane's creditors.  No further
solicitation notice is, required with respect to those changes,
Judge Williams said.

The Plan modifications include, among other things, the provision
that each holder of a Class 7 Tort Claim, except the FCR, Future
Tort Claimants, Settled Compromise Tort Claimants, Settled Matrix
Tort Claimants, and Non-Releasing Litigation Tort Claimants, who
does not elect to be treated as a holder of a Convenience,
Compromise, Matrix or Litigation Tort Claim, will be deemed to
have conditionally elected to be treated as a holder of a Matrix
Tort Claim.

Additionally, the Tort Claimants Reviewer, the Plan Trustee and
their professional persons may send monthly applications to the
Court for the approval of their fees and expenses.  Unless the
Applicant receives a written objection within 15 days after
sending the invoices, the Applicant's fees and expenses will be
deemed allowed and may be paid from the Plan Trust.

After the confirmation hearing, Bishop Skylstad apologized and
asked for forgiveness from the victims and their families, The
Associated Press reports.

"When I think of what brought us to this point, I can only pray
in hope that never again will a child's trust be betrayed by an
individual representing the love of Christ," Bishop Skylstad
said, reports the AP.

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

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  (Catholic
Church Bankruptcy News, Issue No. 90; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CDC MORTGAGE: S&P Lowers Rating on S. 2003-HE4-B-3 Certs. to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-3 certificates from CDC Mortgage Capital Trust's series
2003-HE3 and 2003-HE4.  Concurrently, the rating on class B-3 from
series 2003-HE4 was placed on CreditWatch with negative
implications and the rating on class B-3 from series 2003-HE3
remains on CreditWatch negative, where it was placed Jan. 22,
2007.  At the same time, the ratings on the remaining classes from
these two transactions were affirmed.

The lowered ratings and CreditWatch placements reflect the
deteriorating performance of the collateral pool.  Credit support
for these transactions is derived from a combination of
subordination, excess interest, and overcollateralization.  For
the past six months, losses have been outpacing excess spread to
the extent that the level of projected credit support is
insufficient to support the prior 'BBB-' rating level.  As of the
March 2007 remittance period, cumulative losses for series 2003-
HE3 and 2003-HE4 had reached 1.58% and 1.25% of the original pool
balances, respectively.  O/C levels for both deals are below their
targets.  Total delinquencies for series 2003-HE3 and 2003-He4
constitute 35.97% and 28.04% of the current pool balances,
respectively.  Severe delinquencies (90-plus-days, foreclosure,
and REO) for these two pools constitute 23.56% and 17.00% of the
current pool balances, respectively.

Standard & Poor's will continue to closely monitor the performance
of these two pools.  If the delinquent loans cure to a point at
which monthly excess interest begins to outpace monthly net
losses, thereby allowing O/C to build and provide sufficient
credit enhancement, S&P will affirm the ratings and remove them
from CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, S&P will take further negative rating actions on
these two classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

The collateral backing these transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.


         Rating Lowered and Placed on Creditwatch Negative

                CDC Mortgage Capital Trust 2003-HE4

                                    Rating
                                    ------
                  Class      To               From
                  -----      --               ----
                  B-3        BB/Watch Neg     BBB-


         Rating Lowered and Remaining on Creditwatch Negative

                  CDC Mortgage Capital Trust 2003-HE3

                                       Rating
                                       ------
                   Class      To               From
                   -----      --               ----
                    B-3       BB/Watch Neg     BBB-/Watch Neg


                            Ratings Affirmed

                       CDC Mortgage Capital Trust

                    Series       Class        Rating
                    ------       -----        ------
                    2003-HE3     M-1          AA+
                    2003-HE3     M-2          A
                    2003-HE3     M-3          A-
                    2003-HE3     B-1          BBB+
                    2003-HE3     B-2          BBB
                    2003-HE4     A-1, A-3     AAA
                    2003-HE4     M-1          AA
                    2003-HE4     M-2          A
                    2003-HE4     M-3          A-
                    2003-HE4     B-1          BBB+
                    2003-HE4     B-2          BBB


CDC MORTGAGE: Fitch Holds Junk Ratings on Three Certificates
------------------------------------------------------------
Fitch has taken rating actions on these mortgage pass-through
certificates:

CDC Mortgage Capital Trust, series 2002-HE3

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'BBB';
    -- Class B1 remains at CC/DR3';
    -- Class B2 remains at 'C/DR6'.

CDC Mortgage Capital Trust, series 2003-HE1

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A+';
    -- Class M3 affirmed at 'BBB+';

    -- Class B1 downgraded to 'CCC' from 'B+' and assigned
        distressed recovery rating of 'DR1';

    -- Class B2 remains at 'C/DR6'.

CDC Mortgage Capital Trust, series 2003-HE3

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';

    -- Class B3 downgraded to 'BB-' from 'BBB-'and removed from
         Rating Watch Negative;

CDC Mortgage Capital Trust, series 2003-HE4

    -- Classes A-1 and A-3 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 downgraded to 'BB' from 'BBB';

    -- Class B3 downgraded to 'BB-' from 'BBB-'and removed from
         Rating Watch Negative;

CDC Mortgage Capital Trust, series 2004-HE1

    -- Class M1 upgraded to 'AA+' from 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3, rated 'BBB-', placed on Rating Watch Negative;

CDC Mortgage Capital Trust, series 2004-HE2

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3, rated 'BBB-', placed on Rating Watch Negative;
    -- Class B4, rated 'BB+', placed on Rating Watch Negative;

CDC Mortgage Capital Trust, series 2004-HE3

    -- Class M1 upgraded to 'AA+' from 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-';
    -- Class B4 affirmed at 'BB+'.

IXIS Real Estate Capital Trust, series 2004-HE4

    -- Classes A-1 and A-4 affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-';
    -- Class B4 affirmed at 'BB+'.

The affirmations reflect satisfactory relationship between credit
enhancement and future loss expectations and affect approximately
$616 million of outstanding certificates, as of the March 2007
distribution date.  The upgrades reflect an improvement in the
relationship between CE and future expected losses and affect
approximately $88 million of outstanding certificates.  The
negative rating actions, affecting approximately $17 million of
outstanding certificates, reflect the deterioration of CE relative
to expected future losses.

The underlying collateral for the transactions listed above
consists of 30 year fixed- and adjustable-rate mortgage loans
secured by first and second liens on one- to four-family
residential properties extended to subprime borrowers.  The
servicer for series 2002-HE3 is Select Portfolio Servicing, Inc.
and the servicer for the series 2003-HE1, 2003-HE3 and 2003-HE4 is
Ocwen Loan Servicing, LLC.  The servicer for the 2004 transactions
listed above is Countrywide Home Loans, Inc. Fitch rates Select
Portfolio Servicing, Inc and Ocwen Loan Servicing, LLC 'RPS2' for
subprime transactions.  Countrywide Home Loans Inc is rated 'RPS1'
by Fitch, for Subprime transactions.

As of the March 2007 distribution, the overcollateralization (OC)
for the 2002-HE3 transaction was zero versus a target of
$3,299,492.  Since November 2006, the cumulative write down for
the B-2 bond ($527,413 outstanding) has been $1,215,634. The B-1
bond ($4,801,854 outstanding) has 1.24% of CE remaining versus an
initial CE of 3.05%, in the form of subordination.  The OC for the
2003-HE1 transaction was $7,858 versus a target of $3,302,846.
The B-1 bond ($3,443,549 outstanding) has 4.54% of CE remaining
versus an initial CE of 3.30%, in the form of OC and
subordination.

The pools are seasoned from a range of 28 months (series 2004-HE4)
to 52 months (series 2002-HE3).  The pool factors (current
principal balance as a percentage of original balance) range from
6% to 22%.  The 60+ delinquencies range from 18.90% (series 2004-
HE3) to 30.52% (series 2002-HE3) of respective current collateral
balances.  The cumulative losses range from 0.48% (series 2004-
HE4) to 2.62% (series 2002-HE3) of respective original collateral
balances.

All of the mortgage loans were purchased by Morgan Stanley ABS
Capital I Inc., the depositor, from either CDC Mortgage Capital
Inc., or IXIS Real Estate Capital, Inc., who previously acquired
the mortgage loans from various other corporations.

Fitch will continue to closely monitor these transactions.


CENVEO CORP: New $125 Million Notes Cue S&P to Cut Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cenveo
Corp.'s newly assumed $125 million notes due 2014 to 'B-' from
'B'.  The rating was removed from CreditWatch, where it was placed
with negative implications on Dec. 27, 2006.  Cadmus
Communications Corp., the former issuer, has merged into Cenveo,
and the notes obligation has been assumed by Cenveo.  The
downgrade reflects the expiration of Cenveo's cash tender offer
for the notes, for which $21 million has been validly tendered.
The remainder of the notes (approximately $104 million) will
remain outstanding in Cenveo's capital structure.

At the same time, Standard & Poor's withdrew its 'B+' loan rating
and '2' recovery rating on Cenveo Corp.'s $125 million delayed-
draw term loan due 2013, as the company has terminated the
lenders' commitment to increase the delayed-draw facility to fund
the purchase of the Cadmus notes.  The delayed-draw term loan was
funded only up to $20 million, approximately the amount of Cadmus
notes tendered.

The corporate credit rating on Stamford, Conn.-based parent
company Cenveo Inc. is 'B+'.  The rating reflects the company's
high leverage pro forma for recent acquisitions, the likelihood of
more debt-financed acquisitions in the intermediate term, and
Cenveo's participation in highly competitive and fragmented
markets.  These factors are somewhat offset by operating
improvements in 2006 and the expectation of continued growth in
profitability and cash flow generation.

                           Ratings List

Cenveo Inc.

      Corporate Credit Rating   B+/Positive/--

Rating Revised
                           To          From
                           --          ----
Cenveo Corp.
8.375% Sub Nts            B-          B/Watch Neg


CHASE MORTGAGE: Fitch Puts Low-B Ratings on Two Certificates
------------------------------------------------------------
Chase Mortgage Finance Trust, series 2007-S3 is rated by Fitch as:

    -- $1,026,798,700 classes 1-A1 through 1-A25, 1-AX, 2-A1,
       2-AX, A-P, and A-R (senior certificates) 'AAA';

    -- $18,278,000 classes A-M and M-1 'AA+';

    -- $15,052,600 class B-1, 'AA';

    -- $5,913,500 class B-2, 'A';

    -- $3,763,100 class B-3, 'BBB';

    -- $2,150,400 privately offered B-4, 'BB';

    -- $1,075,200 privately offered B-5, 'B'.

The 'AAA' rating on the senior classes reflects the 4.50%
subordination provided by the 0.80% class A-M, the 0.90% class M-
1, the 1.40% class B-1, the 0.55% class B-2, the 0.35% class B-3,
the 0.20% privately offered class B-4, the 0.10% privately offered
class B-5 and the 0.20% privately offered and not rated class B-6
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of JPMorgan Chase Bank, N.A.
(rated 'RPS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.
Class 1-A18, 1-A20, 1-A22, 1-A23 and 1-A24 are exchangeable
certificates. Classes 1-A1 through 1-A17, 1-A19, 1-A25, 1-AX, 2-
A1, 2-AX, A-P, A-R, A-M, M-1 and B-1 through B-5 are regular
certificates.

The holder of the Exchangeable Initial Certificates in any
Exchangeable Combination may exchange all or part of each class of
such Exchangeable Initial Certificates for a proportionate
interest in the related Exchangeable Certificates.  The holder of
any class of Exchangeable Certificates may exchange all or part of
such class for a proportionate interest in each such class of
Exchangeable Initial Certificates or for other Exchangeable
Certificates in the related Exchangeable Combination set forth in
Annex F.

The classes of Exchangeable Initial Certificates and Exchangeable
Certificates that are outstanding on any date and the outstanding
principal balances (or notional amounts, as applicable) of any
such classes will depend upon the aggregate distributions of
principal made to such classes, as well as any exchanges that may
have occurred on or prior to such date.  For the purposes of the
exchanges set forth in Annex E and the calculation of the
principal balance of any class of Exchangeable Initial
Certificates, to the extent that exchanges of Exchangeable Initial
Certificates for Exchangeable Certificates occur, the aggregate
principal balance of the Exchangeable Initial Certificates will be
deemed to include the principal balance (or notional amount, as
applicable) of such Exchangeable Certificates issued in the
exchange, and the principal balance (or notional amount, as
applicable) of such Exchangeable Certificates will be deemed to be
zero.  Exchangeable Initial Certificates in any Exchangeable
Combination and the related Exchangeable Certificates may be
exchanged only in the specified proportions set forth in Annex F.

Any holders of Exchangeable Certificates will be the beneficial
owners of an interest in the Exchangeable Initial Certificates in
the related Exchangeable Combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.  With respect to any
Distribution Date, the aggregate amount of principal and interest
distributable to any classes of Exchangeable Certificates and the
Exchangeable Initial Certificates in the related Exchangeable
Combination then outstanding on such Distribution Date will be
equal to the aggregate amount of principal and interest otherwise
distributable to all of the Exchangeable Initial Certificates in
the related Exchangeable Combination on such Distribution Date as
if no Exchangeable Certificates were then outstanding.

The trust consists of 1,693 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $1,075,181,901 as of the cut-off date, April
1, 2007.  The mortgage pool has a weighted average original loan-
to-value ratio of 71.79% with a weighted average mortgage rate of
6.407%.  The weighted-average FICO score of the loans is 744.  The
average loan balance is $635,075 and the loans are primarily
concentrated in California (27.9%), New York (21.4%) and Florida
(10.8%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The Bank of New York Trust Company, N.A will serve as trustee.
Chase Mortgage Finance Corporation deposited the loans in the
trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CINEMARK HOLDINGS: Prices 28 Million Shares at $19 Each in IPO
--------------------------------------------------------------
Cinemark Holdings Inc. disclosed the pricing of its initial public
offering of 28,000,000 shares of common stock at a price of $19
per share.  Cinemark Holdings Inc. is offering 13,888,889 shares
of its common stock in this initial public offering, and selling
stockholders are offering an additional 14,111,111 shares.  The
selling stockholders have also granted the underwriters a
30-day option to purchase up to an aggregate of 2,800,000
additional shares of common stock if the underwriters sell more
than 28,000,000 shares in the offering.  Cinemark Holdings Inc.
will not receive any proceeds from the sale of shares by the
selling stockholders.

The shares are scheduled to begin trading on the New York Stock
Exchange on April 24, 2007 under the ticker "CNK."

Cinemark Holdings, Inc. intends to use the net proceeds that it
receives from the initial public offering to repurchase a portion
of its outstanding 9-3/4% senior discount notes or repay debt
outstanding under its new senior secured credit facility.  The
company's 9-3/4% senior discount notes are not currently subject
to repurchase at its option.  Accordingly, if Cinemark Holdings,
Inc. is unable to repurchase the 9-3/4% senior discount notes at
prices that it deems acceptable, the net proceeds that it receives
from this offering will be used to repay term loan debt
outstanding under its new senior secured credit facility.

The initial public offering is being led by Lehman Brothers,
Credit Suisse, Merrill Lynch & Co. and Morgan Stanley & Co.
Incorporated, acting as joint book-running managers.  The offering
will be made only by means of the written prospectus forming part
of the effective registration statement.

A copy of the final prospectus relating to the offering, when
available, may be obtained from:

     a) Lehman Brothers
        Prospectus Department
        c/o Qiana Smith
        Broadridge
        1155 Long Island Avenue
        Edgewood, NY 11717
        Fax (631) 254-7268

     b) Credit Suisse
        Prospectus Department
        One Madison Avenue
        New York, NY 10010
        Telephone (800) 221-1037

     c) Morgan Stanley & Co. Incorporated
        Prospectus Department
        180 Varick Street
        New York, NY 10014

     d) Merrill Lynch & Co.
        Prospectus Department
        4 World Financial Center
        New York, NY  10080

                   About Cinemark Holdings Inc.

Cinemark Holdings Inc. (NYSE: CNK) -- http://www.cinemark.com/--  
through Cinemark Inc., operates 396 theatres and 4,488 screens in
the U.S. and Latin America, which includes Argentina, Brazil,
Chile, Colombia, Costa Rica, Ecuador, El Salvador, Honduras,
Mexico, Nicaragua, Panama, and Peru.  Its circuit is the third
largest in the U.S. with 281 theatres and 3,523 screens in
37 states.  The company has the most geographically diverse
circuit in Latin America with 115 theatres and 965 screens in
12 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service changed the outlook for Cinemark Inc.
to positive from stable.  The outlook change reflects the
potential for additional debt reduction with proceeds from the
proposed initial public offering of Cinemark Holdings Inc.,
which, when combined with possible debt reduction from the
proposed initial public offering of National CineMedia Inc. could
reduce leverage to at or slightly below 6x debt-to-EBITDA.
Moody's also affirmed Cinemark's B1 corporate family rating.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services revised its outlook on Cinemark
Inc. and subsidiary Cinemark USA Inc., which are analyzed on a
consolidated basis, to positive from stable.  At the same time,
S&P affirmed its existing ratings on Cinemark, including the 'B'
corporate credit ratings.


CLEAR CHANNEL: Earns $102.2 Million in Quarter Ended March 31
-------------------------------------------------------------
Clear Channel Communications Inc. reported net income of
$102.2 million for the first quarter of 2007, compared with net
income of $96.8 million for the first quarter of 2006.  The
company's first quarter 2006 net income included approximately
$39.6 million of pre-tax gains, primarily on the divestiture of
radio assets and the swap of certain outdoor assets.

The company reported revenues of $1.6 billion in the first quarter
of 2007, an increase of 8% from the $1.5 billion reported for the
first quarter of 2006.  Included in the company's revenue is a
$31.2 million increase due to movements in foreign exchange;
excluding the effects of these movements in foreign exchange,
revenue growth would have been 6%.

Clear Channel's income before discontinued operations increased 2%
to $99.2 million, as compared to $97.1 million for the same period
in 2006.

Clear Channel's expenses increased 5% to $1.1 billion during the
first quarter of 2007 compared to 2006.  Included in the company's
2007 expenses is a $28.9 million increase due to movements in
foreign exchange; excluding the effects of these movements in
foreign exchange, growth in expenses would have been 3%.

The company's operating income before depreciation & amortization,
non-cash compensation expense and gain on disposition of assets -
net) was $435.7 million in the first quarter of 2007, a 12%
increase from 2006.

Mark P. Mays, chief executive officer of Clear Channel
Communications, commented, "The company delivered solid first
quarter results and we are very pleased with our overall
performance.  We want to thank and congratulate all of our
employees, who work extremely hard every day to help Clear Channel
achieve its goals and objectives."

                   Proposed Merger Transaction

On April 18, 2007, the company amended its agreement to be
acquired by a group of private equity funds led by Bain Capital
Partners LLC and Thomas H. Lee Partners L.P. to provide for an
increase to $39.00 per share in the price shareholders will
receive in cash for each share of common stock they hold.  The
transaction is subject to shareholder approval, antitrust
clearances, FCC approval and other customary closing conditions.
The company filed its supplement to the definitive proxy statement
with the Securities and Exchange Commission on April 25, 2007, and
the shareholder meeting will be held on May 8, 2007.

                Radio and Television Divestitures

On April 20, 2007, the company entered into a definitive agreement
to sell its Television Group for approximately $1.2 billion.  The
sale includes 56 television stations (including 18 digital
multicast stations) located in 24 markets across the United
States.  Also included in the sale are the stations' associated
Web sites, the Television Operations Center, and Inergize Digital
Media, which manages the Television Group's online and wireless
initiatives.  The transaction is expected to close in the fourth
quarter of 2007, subject to regulatory approvals and other
customary closing conditions.

Clear Channel estimates net proceeds after taxes and customary
transaction costs will be approximately $1.1 billion for the
Television Group.

To date the company has entered definitive agreements to sell 161
radio stations in 34 markets for a total consideration of
approximately $331 million.  The company expects these
transactions to close during the second half of 2007.  The company
estimates net proceeds after taxes and customary transaction costs
for these 161 stations will be approximately $300 million.

                     Liquidity and Total Debt

For the quarter ended March 31, 2007, cash flow from operating
activities was $337.9 million, cash flow used by investing
activities was $75.7 million, cash flow used by financing
activities was $283.2 million, and net cash provided by
discontinued operations was $14.6 million for a net decrease in
cash of $6.4 million.

At March 31, 2007, Clear Channel had total debt of $7.4 billion.

                       About Clear Channel

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

                          *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel Communications
Inc. to 'B+' from 'BB+'.  The ratings remain on CreditWatch with
negative implications, where they were placed on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.


COMM 2001-J2: S&P Lifts Cert. Ratings Due to Improved Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of commercial mortgage pass-through certificates from COMM
2001-J2.  At the same time, the ratings on the remaining eight
classes from this transaction were affirmed.

The raised ratings primarily reflect the recent defeasance of 15%
of the mortgage pool balance and the overall improved operating
performance of the nine nondefeased loans.  The AT&T Building
loan, the second-largest loan in the pool with a balance of
$212.8 million, was defeased last month.

Standard & Poor's has underwritten and resized four of the nine
remaining nondefeased loans:

     -- Citigroup Center is the largest loan in the pool, with a
        $316.9 million in-trust balance, and is secured by a
        1.6 million-sq.-ft. class A office tower in Midtown
        Manhattan.  The $489.0 million whole loan consists of
        the Citigroup senior portion (the $316.9 million Citigroup
        Center senior interest, which is part of this trust, and
        the $51.0 million Citigroup Center subordinate
        certificates, which are held in COMM 2001-CITI) and two
        privately held subordinate interests (a $46.6 million
        senior subordinate interest and a $74.5 million junior
        subordinate interest).  The property has performed well
        since issuance, as evidenced by a 9% increase in reported
        net cash flow.  Using operating results for the nine
        months ended Sept. 30, 2006, and incorporating the
        borrower's budget for 2007, Standard & Poor's adjusted the
        management fees, leasing commissions, tenant improvements,
        and capital expenditures to arrive at an NCF of
        $48.2 million.  Using a capitalization rate of 8.50%, the
        loan-to-value ratio is estimated at 55%, and debt service
        coverage is 1.60x, based on a refinance constant of 9.5%.

     -- The Wyndham Anatole Hotel (now known as the Hilton Anatole
        Hotel) is the fourth-largest loan in the pool, with a
        $138.8 million whole-loan in-trust balance, and is secured
        by a 1,614-room, business convention-type hotel in Dallas,
        Texas.  The property is in good condition and is well
        located on Stemmons Highway, which serves as the major
        thoroughfare into downtown Dallas from the Dallas-Fort
        Worth Airport.  The operating performance of the hotel has
        rebounded strongly over the past couple of years.
        Reported NCF was up 36% in 2006 compared with 2004.

     -- Guardian Life Building is the fifth-largest loan in the
        pool, with a $125.2 million whole-loan in-trust balance.
        The loan was initially secured by an 823,458-sq.-ft.
        office building located at Seven Hanover Square in lower
        Manhattan and two smaller ancillary buildings, 46 Water
        Street and 78 Pearl Street.  The borrower has asked for
        the release of the two smaller buildings.  With the
        exception of 4,219 sq. ft. of ground-level retail space,
        almost all of the Seven Hanover building is leased to
        Guardian Life Insurance Co. of America (AA/Positive/--)
        through 2019.  Using full-year 2006 operating results for
        the Seven Hanover office building only, Standard & Poor's
        current estimated value for this asset is 12% below its
        underwritten level at issuance.

     -- Oakdale Mall is the smallest loan in the pool and is
        secured by 483,482 sq. ft. of an 848,876-sq.-ft. retail
        shopping mall in Johnson City, New York.  The whole loan
        consists of a $45.3 million senior portion and a
        $7.3 million subordinate portion, both of which are part
        of this trust.  Cash flow from the Oakdale Mall is the
        sole source of cash flow for classes OM-1, OM-2, and OM-3.
        Using operating results for the nine months ended
        Sept. 30, 2006, Standard & Poor's current estimated value
        for this asset is 6% above its underwritten level at
        issuance.


                          Ratings Raised

                           COMM 2001-J2
           Commercial mortgage pass-through certificates
                          series 2001-J2

                          Rating
                          ------
            Class        To        From   Credit Support
            -----        --        ----    ------------
            C            AAA       AA         7.89%
            D            AA        A+         6.06%
            E            A+        A-         3.87%
            E-CS         A+        A-         3.87%
            E-IO         A+        A-          N/A
            F            A-        BBB+       3.08%
            G            BB+       BB         1.16%
            OM-1         AAA       A           N/A
            OM-2         AA-       A-          N/A
            OM-3         BBB+      BBB         N/A


                          Ratings Affirmed

                            COMM 2001-J2
            Commercial mortgage pass-through certificates
                           series 2001-J2

                  Class       Rating    Credit Support
                  -----       ------    --------------
                   A-1         AAA         19.96%
                   A-1F        AAA         19.96%
                   A-2         AAA         19.96%
                   A-2F        AAA         19.96%
                   B           AAA         14.63%
                   X           AAA           N/A
                   X-C         AAA           N/A
                   X-P         AAA           N/A


CREDIT SUISSE: Fitch Takes Rating Actions on Seven Transactions
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Credit Suisse
First Boston Home Equity Asset Trust transactions:

CSFB Home Equity Asset Trust, series 2005-2

    -- 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-';
    -- Class B-4 affirmed at 'BB+'.

CSFB Home Equity Asset Trust, series 2005-4

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

CSFB Home Equity Asset Trust, series 2005-5

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

CSFB Home Equity Asset Trust, series 2005-6

    -- 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 'AA-';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BB+';
    -- Class B-4 rated 'BB+', placed on Rating Watch Negative.

CSFB Home Equity Asset Trust, series 2005-7

    -- 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 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB';
    -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
    -- Class B-3 rated 'BBB-', placed on Rating Watch Negative;
    -- Class B-4 downgraded to 'B+' from 'BB+';
    -- Class B-5 downgraded to 'B+' from 'BB'.

CSFB Home Equity Asset Trust, series 2005-8

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB';
    -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
    -- Class B-3 rated 'BBB-', placed on Rating Watch Negative;
    -- Class B-4 downgraded to 'BB' from 'BB+';
    -- Class B-5 downgraded to 'B+' from 'BB'.

CSFB Home Equity Asset Trust, series 2005-9

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 rated 'BBB-', placed on Rating Watch Negative.

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 14 to 23 months, and the pool factors
(current collateral balance as a percentage of original collateral
balance) range from approximately 39% to 77%.  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
$4.434 billion of outstanding certificates.

The negative rating actions in the 2005-6, 2005-7, 2005-8, and
2005-9 reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $82.750 million
of outstanding certificates.  The affected transactions have pool
factors ranging from 68% to 77%.  All transactions have
delinquency figures well above the industry average.  The high
delinquency appears to be partially driven by high concentrations
of loans with reported piggyback second liens.  Approximately 35%
of the pools consist of loans with piggyback second liens.  Loans
with piggyback second liens have performed particularly poorly as
the housing market has cooled. Several classes in the series were
placed on Rating Watch Negative due to early trends in the
relationship between serious delinquency and credit enhancement.

For 2005-6, the amount of loans in Foreclosure and REO at 17
months seasoning as a percentage of the current pool balance is
6.1%.  The subordination of the B-4 class is 1.85%.  The excess
spread available to cover losses as an annualized percentage of
the current pool balance is approximately 1.05%.

For 2005-7, the amount of loans in Foreclosure and REO at 16
months seasoning as a percentage of the current pool balance is
7.2%.  The subordination of the B-2, B-3, B-4 and B-5 classes is
4.71%, 3.83%, 2.36% and 1.62% respectively. The excess spread
available to cover losses as an annualized percentage of the
current pool balance is approximately 1.08%.

For 2005-8, the amount of loans in Foreclosure and REO at 15
months seasoning as a percentage of the current pool balance is
6.8%.  The subordination of the B-2, B-3, B-4 and B-5 classes is
5.21%, 3.74%, 2.64% and 1.61% respectively.  The excess spread
available to cover losses as an annualized percentage of the
current pool balance is approximately 0.96%.

For 2005-9, the amount of loans in Foreclosure and REO at 14
months seasoning as a percentage of the current pool balance is
5.6%.  The subordination of the B-3 class is 2.93%.  The excess
spread available to cover losses as an annualized percentage of
the current pool balance is approximately 1.00%.

The mortgage loans are being serviced by Wells Fargo Home
Mortgage, Inc. ('RPS1' rated by Fitch) 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.


CREDIT SUISSE: Fitch Puts Rating on Two Loans Under Negative Watch
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Credit Suisse
First Boston Home Equity Asset Trust transactions:

Series 2006-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class B-1 affirmed at 'BBB';
    -- Class B-2 affirmed at 'BBB-';
    -- Class B-3, rated 'BB+', placed on Rating Watch Negative.

Series 2006-2

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class B-1 affirmed at 'BBB+';
    -- Class B-2 affirmed at 'BBB';
    -- Class B-3 affirmed at 'BBB-';
    -- Class B-4 affirmed at 'BB+';
    -- Class B-5, rated 'BB', placed on Rating Watch Negative.

Series 2006-3

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

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 11 months to 13 months, and the pool
factors (current collateral balance as a percentage of original
collateral balance) range from approximately 72% to 87%.  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
$2.222 billion of outstanding certificates.

Two classes in the 2006-1 and 2006-2 series, representing
$10.4 million of outstanding certificates, were placed on Rating
Watch Negative due to early trends in the relationship between
serious delinquency and credit enhancement.  Both transactions
have delinquency figures well above the industry average.  The
high delinquency appears to be partially driven by high
concentrations of loans with reported piggyback second liens.
Approximately 40% of the pools consist of loans with piggyback
second liens.  Loans with piggyback second liens have performed
particularly poorly as the housing market has cooled.

For 2006-1, the amount of loans in foreclosure and real estate
owned (REO) at 13 months seasoning as a percentage of the current
pool balance is 6.6%.  The subordination of the B-3 class is
3.22%.  The excess spread available to cover losses as an
annualized percentage of the current pool balance is approximately
1.72%.

For 2006-2, the amount of loans in foreclosure and REO at 12
months seasoning as a percentage of the current pool balance is
5.2%.  The subordination of the B-5 class is 0.63%.  The excess
spread available to cover losses as an annualized percentage of
the current pool balance is approximately 1.66%.

The mortgage loans are being serviced by Wells Fargo Home
Mortgage, Inc. (rated 'RPS1' by Fitch) and Select Portfolio
Servicing, Inc. (rated 'RPS2' by Fitch).  The depositor is Credit
Suisse First Boston Mortgage Securities Corp.

Fitch will continue to closely monitor the above transactions.


CRUM & FORSTER: Fitch Rates $330 Million Senior Notes at B+
-----------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Crum & Forster
Holdings Corp.'s $330 million issue of unsecured senior notes due
2017.  Fitch has also affirmed C&F's 'BB-' Issuer Default Rating
(IDR) and 'B+' senior unsecured debt rating.  C&F is a wholly-
owned subsidiary of Fairfax Financial Holdings Limited.  The
ratings of Fairfax and its other holding company and insurance
company subsidiaries are not affected by this action.  The Rating
Outlook is Stable.

The offering proceeds are expected to be used to purchase C&F's
$300 million 10.375% senior notes due June 15, 2013.  The
company's debt to total capital ratio of about 20% at year-end
2006 is expected to remain essentially unchanged following the
refinancing.

Fitch assigns this rating with a Stable Outlook:

Crum & Forster Holdings Corp.

    -- $330 million unsecured due May 1, 2017 'B+'.

Fitch affirms these ratings, with a Stable Outlook:

    -- Issuer Default Rating 'BB-';
    -- $300 million unsecured due June 15, 2013 'B+'.

These ratings remain unchanged by Fitch:

Fairfax Financial Holdings Limited

    -- Issuer Default Rating 'BB-';
    -- $62 million unsecured due April 15, 2008 'B+';
    -- $464 million unsecured due April 15, 2012 'B+';
    -- $100 million unsecured due Oct. 1, 2015 'B+';
    -- $184 million unsecured due April 15, 2018 'B+';
    -- $92 million unsecured due April 15, 2026 'B+';
    -- $91 million unsecured due July 15, 2037 'B+';
    -- $135 million convertible due July 15, 2023 'B+'.

Fairfax, Inc.

    -- Issuer Default Rating 'BB-';

Odyssey Re Holdings Corp.:

    -- Issuer Default Rating 'BBB-';
    -- $50 million series A unsecured due March 15, 2021 'BB+';
    -- $50 million series B unsecured due March 15, 2016 'BB+';
    -- $40 million series C unsecured due Dec. 15, 2021 'BB+';
    -- $24 million convertible due June 22, 2022 'BB+';
    -- $225 million unsecured due Nov. 1, 2013 'BB+';
    -- $125 million unsecured due May 1, 2015 'BB+';
    -- $50 million series A preferred shares 'BB';
    -- $50 million series B preferred shares 'BB'.

Odyssey Re Group:

Odyssey America Reinsurance Corporation
Clearwater Insurance Company

    -- Insurer financial strength 'BBB+'.

TIG Holdings, Inc.

    -- Issuer Default Rating (IDR) 'BB-';

    -- TIG Capital Trust I $18 million trust preferred stock
       due 2027 'B'.

TIG Insurance Group:

TIG Indemnity Company
TIG Insurance Company
TIG Specialty Insurance Company

    -- Insurer financial strength 'BB+'.

Crum & Forster Insurance Group:

Crum & Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

    -- Insurer financial strength 'BBB-'.

Northbridge Financial Insurance Group:

Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Co. (Canada)

    -- Insurer financial strength 'BBB'.


CVS CORP: Self-Tender Offer to Purchase 150 Million Shares Expires
------------------------------------------------------------------
CVS/Caremark Corporation reported the expiration and final results
of its tender offer to purchase up to 150 million shares of its
outstanding common stock at a price of $35 per share.  The offer
to purchase shares commenced on March 28, 2007 and expired at
12:00 midnight April 25, 2007.  As of April 25 stock market close,
CVS/Caremark's shares were trading at $36.71 per share, up
approximately 7% since the tender offer commenced.

Based on the final count by the depositary for the tender offer,
approximately 10.4 million shares of common stock were properly
tendered and not withdrawn.  Given that the number of shares
tendered was less than the number of shares that CVS/Caremark
offered to purchase, pro-ration was not necessary. The depositary
will promptly issue payment of $35 per share for all of the shares
properly tendered and not withdrawn.

The company stated that it will continue to evaluate its
alternatives for optimizing its capital structure on an ongoing
basis.

Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated were
dealer managers for the tender offer and Morrow & Co., Inc. was
the information agent.  Questions regarding the tender offer
should be directed to Morrow & Co., Inc. at (800) 245-1502
(Toll-free).

                        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.


DELPHI CORP: Cerberus Denies Backing Out of Delphi Agreement
------------------------------------------------------------
Cerberus Capital Management, L.P., dismissed a statement from
Delphi Corporation that it withdrawing from a consortium of
investors who would infuse up to $3.4 billion into Delphi, The
Associated Press reports.

Delphi has said that Cerberus would leave the consortium
consisting of affiliates of Appaloosa Management L.P., Harbinger
Capital Partners Master Fund I, Ltd., as well as Merrill Lynch &
Co. and UBS Securities LLC.

Cerberus doubts if Delphi will be profitable enough to make the
investment worth its while after it reviewed Delphi's financial
records and performance for the past four months, Bloomberg News
said last week.

Under the Delphi agreement, Cerberus, together with Appaloosa, et
al., will fund a plan of reorganization for Delphi in exchange
for shares of common stock and preferred shares in Reorganized
Delphi.  They will also purchase any unsubscribed shares of
Delphi common stock in connection with a rights offering to
existing Delphi shareholders.

"There has not been any decision made," Cerberus spokeswoman J.J.
Rissi told AP.  Asked if it was possible that Cerberus would
remain part of the Delphi deal, Ms. Rissi replied, "It's not
impossible," declining further comment.

According to AP, Delphi had planned to emerge from Chapter 11 by
the end of June, but Delphi said that would be delayed until the
second half of 2007 even without the Cerberus withdrawal.  Delphi
spokesman Lindsey Williams told AP that none of the equity
investors, including Cerberus, has given notice that it will exit
from the deal, and Delphi and Cerberus are still talking.

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


DOMTAR CORPORATION: DBRS Confirms 'BB' Issuer Rating
----------------------------------------------------
Dominion Bond Rating Service confirmed an Issuer Rating of BB to
Domtar Corporation and a BBB (low) rating to the company's Senior
Secured Credit Facility.  The trends are Stable and remain on
track.  The Issuer Rating reflects a business risk that is higher
than industry averages due to the company's high earnings
dependency on uncoated free sheet (UFS) papers.

Improvements in the UFS paper market in 2006 have been largely due
to disciplined industry producers that closed sufficient capacity
to bring supply in line with demand.  The narrowing of the supply
gap supported higher product prices and associated revenues that
offset high/rising input costs, and strength in the Canadian
dollar, enabling Domtar to record improved profitability.

The structural decline in UFS demand from electronic media
penetration, grade substitution, and conservation, among other
factors, is well established and remains the key issue facing
Domtar.  DBRS expects that UFS demand will remain under pressure
going forward, particularly with moderating U.S. economic growth.
Industry capacity curtailments will continue to be required to
provide pricing support.

Domtar, as the leading North American UFS producer, is expected
to take an aggressive role in supply management.  Successful
supply management would support cost-push price increases and
perpetuate the recent upward trend in earnings and cash flows.
Incremental cash flow from the Weyerhaeuser fine paper business
will be only partially offset by higher interest expense,
producing a substantial improvement in free cash flow in 2007,
prior to costs of synergies and restructuring.

Acquisition synergies of US$200 million and limiting capital
expenditures to 75% of depreciation will also benefit cash
generation.  Acquisition financings in first quarter 2007 are
expected to enable Domtar to record corporate leverage in the
45% to 50% range and cash flow interest coverage in the 0.10 to
0.20 times range in the near term, consistent with a BB rating.
Liquidity is not expected to be an issue over the near- to medium-
term, given a lack of debt maturities until 2011, and a new
unused $750 million senior secured credit facility.


DOMTAR INC: DBRS Confirms BB (Low) Rating on Unsecured Debentures
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the Unsecured Notes and
Debentures rating of Domtar Incorporated at BB (low) and the
company's Preferred Share rating at Pfd-5 (high).  The trends are
Stable and remain on track.  The ratings reflect a business risk
that is higher than industry averages due to the company's high
earnings dependency on uncoated free sheet papers.

Improvements in the UFS paper market in 2006 have been largely due
to disciplined industry producers that closed sufficient capacity
to bring supply in line with demand.  The narrowing of the supply
gap supported higher product prices and associated revenues that
offset high/rising input costs, and strength in the Canadian
dollar, enabling Domtar to record improved profitability.

The structural decline in UFS demand from electronic media
penetration, grade substitution, and conservation, among other
factors, is well established and remains the key issue facing
Domtar.

DBRS expects that UFS demand will remain under pressure going
forward, particularly with moderating U.S. economic growth.
Industry capacity curtailments will continue to be required to
provide pricing support.

Successful supply management will support cost-push price
increases and perpetuate the recent upward trend in earnings and
cash flows.  Liquidity is not expected to be an issue over the
near- to medium-term, given a lack of debt maturities until 2011.
Capex is expected to be maintained below depreciation in 2007 and
2008, a strategy that will benefit cash flow.


EAGLE BROADBAND: Feb. 28 Balance Sheet Upside-Down by $134,000
--------------------------------------------------------------
Eagle Broadband Inc. disclosed that as of Feb. 28, 2007, its
balance sheet showed total assets of $19,145,000 and total
liabilities of $19,279,000, resulting in a total stockholders'
deficit of $134,000.

The company's February 28 balance sheet also showed strained
liquidity with total current assets of $2,092,000 and total
current liabilities of $16,014,000.  Accumulated deficit was
recorded at $248,804,000 as of Feb. 28, 2007.

Net loss for the second quarter ended Feb. 28, 2007, of
$4.3 million, slightly higher than the $4.1 million net loss for
the same quarter last year.  Compared to the second quarter of
last year, revenues increased by $100,000 to $870,000 and gross
margins improved by almost $500,000.  Loss from operations for the
quarter was $2.4 million, an improvement of more than $1 million
from the same quarter last year.

"The improvement in operating results reflects the implementation
of our cost-cutting efforts and our continued focus on selling our
products and services at healthier margins," said Dave Micek,
president and CEO of Eagle Broadband.  "Operating expenses for
the first six months of fiscal 2007 are down by more than
$1.75 million compared to fiscal 2006, when you exclude the one-
time, $900,000 credit to bad debt expense we recognized in the
first quarter of last year."

Mr. Micek continued, "We have our costs under control, our super-
headend is complete and delivering more than 250 channels of IPTV
content to multiple customers, and we have successfully integrated
the Connex and Alliance Telecom assets into our IT services
division.  The positive effect of acquiring Connex and ATS, as
well as bringing Tony Cordaro to Eagle, is starting to show
positive results."

Operational highlights for the quarter include:

     -- Signed a contract with FrontGate Broadband to deliver
        IPTVComplete(TM) in Florida;

     -- Shipped 500 units of Eagle's newest set-top box, the
        MediaPro IP3000HD, to a hospitality solutions provider;

     -- Signed a contract with the same hospitality solutions
        provider under which Eagle could ship more than $6 million
        in set-top boxes over a 13-month period if delivered
        according to the customer's service schedule;

     -- Acquired the customer base of Connex Services Inc., a
        Houston-based IT services company;

     -- Appointed Tony Cordaro, the former president and chief
        executive officer of Connex, as vice president of IT
        Services, and Kane Brushwood, a former Connex executive,
        as a director of IT Services;

     -- Secured a satellite communications system contract with
        Fort Bend County, Texas, to provide a portable SatMAX(R)
        Emergency Communications System and pre-wire the county's
        emergency operations center;

     -- Received a patent on the company's advanced set-top box
        technology that ensures secure delivery of digital
        television content;

     -- Received a series of contracts and completed installations
        of VoIP office support systems at five regional hurricane-
        recovery program offices for a world-renowned
        international disaster-relief organization; and

     -- With ANEW Broadband, launched a joint collaboration of
        ANEW Vision; a triple-play service offering, specifically
        designed for multi-dwelling buildings.

Full-text copies of the company's 2007 second quarter report is
available for free at http://ResearchArchives.com/t/s?1df4

                      About Eagle Broadband

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

                       Going Concern Doubt

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


eLEC COMM: February 28 Balance Sheet Upside-Down by $6.1 Million
----------------------------------------------------------------
eLEC Communications Corp.'s balance sheet at Feb. 28, 2007, showed
$2,936,765 in total assets and $9,093,230 in total liabilities,
resulting in a $6,156,465 total stockholders' deficit.

The company's balance sheet at Feb. 28, 2007, also showed strained
liquidity with $1,869,904 in total current assets available to pay
$8,890,825 in total current liabilities.

eLEC Communications Corp. reported a net loss of $2,000,458 on
revenues of $1,741,123 for the first quarter ended Feb. 28, 2007,
compared with a net loss of $663,479 on revenues of $2,496,854 for
the same period in fiscal 2006.  Results for the first quarter of
fiscal 2007 includes warrant expense of approximately $960,000 due
to the significant increase in the market value of the company's
common stock, compared to warrant expense of approximately $22,000
in fiscal 2006.

Revenue for the three-month period ended Feb. 28, 2007, decreased
approximately $756,000, mainly resulting from the decrease in the
number of local access lines served by the company's two
competitive local exchange carriers (CLECs), New Rochelle
Telephone Corp. and Telecarrier Services Inc.  IP telephony
revenue increased by approximately $164,000 period over period.

Gross profit for the three-month period ended Feb. 28, 2007,
decreased approximately $539,000, mainly as a result of the
decrease in the size of the company's customer base.

Selling, general and administrative expenses decreased by
approximately $107,000, to approximately $1,140,000 for the three-
month period ended Feb. 28, 2007, mainly due to the decrease in
salaries in the first quarter of 2007 over the same period last
year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1df1

                    About eLEC Communications

eLEC Communications Corp. (OTCBB: ELEC) -- http://www.elec.net/--  
through its wholly owned subsidiary, VoX Communications Corp.,
provides an integrated suite of IP-based communications services
and offers wholesale broadband voice, origination and termination
services for cable operators, carriers, ISPs, CLECs, resellers and
other wireless and wireline operators, as well as enhanced VoIP
telephone service to the small business and residential
marketplace.


EPICUS COMMUN: Has $3.3MM Total Stockholders' Deficit at Feb. 28
----------------------------------------------------------------
Epicus Communications Group Inc. reported a net loss of $503,306
for the third quarter ended Feb. 28, 2007, compared with a net
loss of $1,197,760 for the period Dec. 8, 2005, through Feb. 28,
2006.

Results of operations for the period Dec. 8, 2005, through
Feb. 28, 2006, included a charge to operations for the recognition
of bad debts of approximately $407,000.

For the three months ended Feb. 28, 2007, and for the period from
Dec. 8, 2005, through Feb. 28, 2006, the company reported net
revenues of $1,786,000 and $2,917,000, respectively,  with  gross
profit of approximately $668,671 and $373,000.  These revenues
were solely derived from telecommunication service sales.

At Feb. 28, 2007, the company's balance sheet showed $8,935,913 in
total assets, $1,869,795 in total liabilities, $6,694,206 in
convertible debentures, and $3,750,000 in callable secured
convertible note, resulting in a $3,378,088 total stockholders'
deficit.

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

                   About Epicus Communications

Epicus Communications Group Inc., through its wholly owned
subsidiary, ECG on the Net LLC, provides low cost VoIP telephone
services to consumers nationwide.

On Oct. 25, 2004, Epicus Communications Group Inc. and its
subsidiary, Epicus Inc., filed voluntary petitions in the
United States Bankruptcy Court for the Southern District of
Florida seeking reorganization relief under the provisions of
Chapter 11 of Title 11 of the United States Code.

The company's plan of reorganization was confirmed by the
Bankruptcy Court on Sept. 30, 2005, and became effective on
Dec. 8, 2005.


EQUEST DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Equest Development, LLC
        2381 Arbor Hill Road
        Canton, GA 30115

Bankruptcy Case No.: 07-66418

Chapter 11 Petition Date: April 24, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Robert A. Chambers, Esq.
                  Donovan Chambers, P.C.
                  8440 Courthouse Square
                  Douglasville, GA 30134
                  Tel: (770) 947-3540

Total Assets: $3,141,600

Total Debts:  $1,461,000

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


FEDERAL-MOGUL: Wants to Enter into Amended $775 Million DIP Pact
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
enter into an amended DIP financing commitment letter and fee
letter with Citicorp USA, Inc., and JPMorgan Chase Bank, N.A.

As previously reported, the Debtors sought the Court's authority
to enter into a separate commitment letter under which Citigroup,
JPMorgan, and a syndicate of lenders will provide the Debtors
with necessary financing upon the consummation of the Debtors'
Chapter 11 plan.

Under the proposed Exit Financing Commitment Letter, the Proposed
Exit Lenders committed to provide the Debtors with an amended DIP
financing facility if the Debtors' exit financing does not close
by July 1, 2007, the maturity date of the Debtors' Existing
Credit and Guaranty Agreement with JPMorgan, as administrative
agent, and a group of lenders.

In light of the impending maturity of the Existing DIP Agreement,
the Debtors' need for postpetition financing to fund their
ongoing business operations, and in connection with their Exit
Commitment, the Debtors, Citigroup and JPMorgan engaged in
discussions regarding the extension of the Debtors' current
postpetition financing arrangements.

After extensive negotiations, the Debtors, Citigroup and JPMorgan
entered into a Commitment Letter for an amended DIP Agreement,
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, informs the Court.

The Amended DIP Agreement extends the term of the Existing DIP
Agreement through the earlier of:

   (a) December 31, 2007; or

   (b) the date of substantial consummation of a Court-approved
       plan of reorganization.

In addition, the Amended DIP Agreement refinances approximately
$330,000,000 in loans and deems the re-issuance of approximately
$10,400,000 in letters of credit at more favorable rates of
interest than the current interest rates.

In particular, Citigroup and JPMorgan will provide the Debtors
with a:

   (a) $500,000,000 committed superpriority senior secured
       revolving credit facility, with a letter of credit
       sublimit in at least the U.S. dollar equivalent of
       $110,000,000; and

   (b) $275,000,000 committed, plus up to $330,000,000
       incremental, superpriority senior secured term loan
       facility.

The Amended DIP Agreement also grants the Proposed DIP Lenders
pari passu liens and superpriority claims in respect of the
Debtors' obligations under postpetition ordinary course hedging
transactions in an aggregate notional amount of up to
$150,000,000.  Moreover, the Agreement will fund additional liens
of up to $35,000,000 for certain contemplated hedging
transactions.

According to Mr. O'Neill, the Amended DIP Agreement may also
contain other discrete modifications to the Existing DIP
Agreement that will enable the Debtors to use their financing
more effectively and in a manner that more accurately tracks the
Debtors' present strategic business plan.  Substantially all of
the material terms of the Debtors' postpetition financing,
however, will remain unchanged, Mr. O'Neill says.

A full-text copy of the Amended DIP Facility Commitment Letter is
available for free at http://ResearchArchives.com/t/s?1dff

The Amended DIP Agreement has not been finalized, Mr. O'Neill
relates.  The Debtors will furnish the Court a copy of the
Amended DIP Agreement before the Court hears their request.

An extension of the Maturity Date of the Existing DIP Agreement
will afford the Debtors sufficient time to secure confirmation of
their Fourth Amended Joint Plan of Reorganization and will permit
them to emerge from bankruptcy without requiring another
extension of their DIP financing, Mr. O'Neill notes.

                            Fee Letter

In return for Citigroup's and JPMorgan's DIP financing
commitments, the Debtors have agreed to pay certain arrangement
and other fees set forth in a fee letter dated April 16, 2007.

The Debtors believe that the fees provided for in the Fee Letter
are at normal and customary levels for comparable postpetition
financing facilities, and that the payment of those fees is
reasonable and appropriate.

Mr. O'Neill asserts that the Fee Letter contains sensitive
information that is highly confidential to the Debtors' business
and proprietary to Citigroup and JPMorgan.

Thus, the Debtors further ask the Court to authorize them to file
the Fee Letter under seal.

The Debtors propose to serve unredacted copies of the Fee Letter
to the Court, the office of the U.S. Trustee, and the counsel for
the five co-Plan Proponents:

      * The Official Committee of Unsecured Creditors,
      * The Official Committee of Asbestos Claimants,
      * The Legal Representative for Future Claimants,
      * JPMorgan Chase Bank, N.A., and
      * The Official Committee of Equity Security Holders.

In addition to the amounts set forth in the Fee Letter, the
Commitment Letter requires the Debtors to pay various expenses
incurred by Citigroup and JPMorgan in connection with the
negotiation, documentation, approval and closing of the
transactions contemplated by the Commitment Letter, Mr. O'Neill
notes.

The Debtors also seek the Court's permission to enter into any
ancillary documents that may be necessary to effect the terms of
the Amended DIP Agreement, including, but not limited to, an
amended security and pledge agreement, if necessary, with respect
to the collateral to secure the obligations under the Amended DIP
Agreement.

The Amended DIP Agreement will offer the Debtors an interest rate
on the refinanced Tranche C Loans that may be approximately 1.75%
better than the interest rate the Debtors currently pay with
respect to the Tranche C Loans, Mr. O'Neill states.  "This would
result in a savings to the Debtors' estates of hundreds of
thousands of dollars per month," Mr. O'Neill points out.

Furthermore, since the Tranche C Loans previously enjoyed
postpetition claim status and were junior in lien and claim
priority only to the obligations under the Existing DIP Facility,
Mr. O'Neill assures the Court that repaying the Loans with the
DIP proceeds will not harm creditors.

"It is both more efficient and cost-effective for the Debtors to
enter into the Amended DIP Agreement rather than negotiating and
entering into a new financing facility from scratch with a new
agent and group of lenders," Mr. O'Neill avers.

                       About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 8, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 134; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLORIDA SELECT: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Florida Select Insurance Agency, Inc.
        300 Riverhills Business Park, Suite 340
        Birmingham, AL 35242

Bankruptcy Case No.: 07-01849

Type of Business: The Debtor provides residential insurance for
                  Florida and South Carolina property owners.
                  See http://www.floridaselect.com/

Chapter 11 Petition Date: April 24, 2007

Court: Northern District of Alabama (Birmingham)

Judge: Thomas B. Bennett

Debtor's Counsel: Rufus Dorsey, IV, Esq.
                  Parker Hudson Rainer & Dobbs LLP
                  1500 Marquis Two Tower
                  285 Peachtree Center Avenue, Northeast
                  Atlanta, GA 30303
                  Tel: (404) 523-5300
                  Fax: (404) 822-8409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
American Express                 Business Credit Card      $1,044
P.O. Box 360001
Fort Lauderdale, FL 33336-0001

Danka Office Imaging Company     Trade Debt                  $943
P.O. Box 25084
Bethlehem, PA 18015

Dataquick Information            Trade Debt                  $441
Systems, Inc.
Lock Box - File 50261
Los Angeles, CA 90074-0261

Computer Consultants             Copier Maintenance          $193

Modern Waste Solutions           Trade Debt                   $52

EOP - Sarasota City              Lease                    Unknown
Center, LLP

Robert Moreno                    Lawsuit                  Unknown

Ocean Club Associates Inc.       Trade Debt               Unknown


FLYI INC: Joint Amended Plan Declared Effective March 30
--------------------------------------------------------
FLYi, Inc. and its subsidiaries, including Independence Air,
Inc., its principal operating subsidiary, said that their
Amended Joint Plan was declared effective on March 30, 2007.

According to a document filed with the U.S. Securities and
Exchange Commission, as a result of the Plan being declared
effective, FLYi's existing common stock has been cancelled
without consideration as of March 30, 2007, and has no value.  No
shares are being reserved for future issuance in respect of
claims and interests filed and allowed under the Plan.

Thus, all existing common stock of FLYi is cancelled and has no
value, and there is no value to the conversion rights of
convertible debt, Richard Kennedy, FLYi's president, general
counsel & corporate secretary, states.

FLYi has filed a Form 15 with the SEC to terminate its reporting
obligations under the Securities Exchange Act of 1934.  FLYi will
cease to file information with the SEC.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

The Debtors' exclusive period to file a chapter 11 expired on
Aug. 15, 2006.  On the same day, the Debtors filed their Joint
Plan of Liquidation.  On Nov. 13, 2006, they filed an Amended Plan
and Disclosure Statement.  The Court approved the Disclosure
Statement on Nov. 17, 2006 and the Clerk of Court entered a
written disclosure statement order on Nov. 21, 2006.  The Court
confirmed the Debtor's Joint Amended Plan of Reorganization on
March 15, 2007.  (FLYi Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FORD MOTOR: Reports Preliminary Results for First Quarter 2007
--------------------------------------------------------------
Ford Motor Company reported a net loss of $282 million, for the
first quarter of 2007.  This compares with a net loss of
$1.4 billion, in the first quarter of 2006.

Ford's first-quarter loss from continuing operations, excluding
special items, was $171 million, compared with a profit of
$223 million, in the same period a year ago.

Special items, which primarily reflected the impact of
restructuring efforts, reduced pre-tax results by $113 million in
the first quarter.

Ford's first-quarter revenue was $43 billion, up from
$40.8 billion a year ago.  The increase primarily reflected mix
improvement and favorable currency exchange, partially offset by
lower volume.

"We are making progress on executing the four priorities of our
plan - restructuring the company, accelerating product
development, funding our plan and working effectively as one
team," said president and chief executive officer Alan Mulally.
"I am pleased that the basics of our business are improving, but
we still have a lot of work to do.

"Our first quarter results came in somewhat stronger than
expected, but there are many uncertainties going forward.  We
remain focused on improving our quality, productivity and business
performance," Mulally added.

                        Automotive Sector

On a pre-tax basis, worldwide Automotive sector losses in the
first quarter were $225 million.  This compares with a pre-tax
loss of $203 million during the same period a year ago.  The 2007
losses were more than explained by net interest expense, partially
offset by automotive operating profits of $116 million during the
quarter.

Worldwide Automotive revenue for the first quarter was
$38.6 billion, up from $37 billion in the same period last year.
The increase primarily reflected mix improvement and favorable
currency exchange, partially offset by lower volume.  Vehicle
wholesales in the first quarter were 1,650,000, down from
1,756,000 a year ago.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, loaned securities and short-term VEBA
assets, was $35.2 billion at March 31, 2007, up from $33.9 billion
at the end of the fourth quarter.

Ford North America:  In the first quarter, Ford's North America
Automotive operations reported a pre-tax loss of $614 million,
compared with a pre-tax loss of $442 million a year ago.  The
increase in losses primarily reflected unfavorable volume and mix,
partially offset by cost reductions.  Revenue was $18.2 billion,
down from $19.8 billion for the same period a year ago.

Ford South America:  Ford's South America Automotive operations
reported a first-quarter pre-tax profit of $113 million, compared
with a pre-tax profit of $137 million a year ago.  The decline
primarily reflected the non-recurrence of hedging gains.  First
quarter revenue improved to $1.3 billion from $1.2 billion in
2006.

Ford Europe:  Ford Europe's first-quarter pre-tax profit was
$219 million compared with a pre-tax profit of $65 million during
the same period in 2006.  The improvement was more than explained
by favorable volume and mix, partially offset by higher incentive
spending.  During the first quarter of 2007, Ford Europe's revenue
was $8.6 billion, compared with $6.8 billion during the first
quarter of 2006.

Premier Automotive Group (PAG):  PAG reported a record pre-tax
profit of $402 million for the first quarter, compared with a pre-
tax profit of $152 million for the same period in 2006.  The
improvement is more than explained by favorable volume and mix,
favorable net pricing and lower costs, partially offset by adverse
currency exchange.  First-quarter 2007 revenue was $8.4 billion,
compared with $7.1 billion a year ago.

Ford Asia Pacific and Africa:  For the first quarter, Ford Asia
Pacific and Africa reported a pre-tax loss of $26 million,
compared with a pre-tax profit of $2 million a year ago.  Adverse
currency exchange and unfavorable volume and mix were partially
offset by favorable cost performance.  Revenue was $1.8 billion
for the first quarter of 2007, compared with $1.7 billion in 2006.

Mazda: For the first quarter, Ford earned $22 million from its
investment in Mazda and associated operations, compared with
$45 million during the same period a year ago.  The decline is
largely explained by the non-recurrence of gains on an investment
in Mazda convertible bonds.

Other Automotive: First-quarter results included a pre-tax loss of
$341 million, compared with a loss of $162 million a year ago.
The year-over-year decline is largely explained by higher interest
expense and related costs associated with the debt increase in the
fourth quarter of 2006.  This was partially offset by increased
interest income on a larger cash portfolio.

                    Financial Services Sector

For the first quarter, Financial Services sector earned a pre-tax
profit of $294 million, compared with a pre-tax profit of
$375 million a year ago.

Ford Motor Credit Company:  Ford Motor Credit reported net income
of $193 million in the first quarter of 2007, down $55 million
from earnings of $248 million a year earlier.  On a pre-tax basis
from continuing operations, Ford Motor Credit earned $294 million
in the first quarter, compared with $382 million in the previous
year.  The decrease in earnings was more than explained by higher
borrowing costs and higher depreciation expense for leased
vehicles.  The non-recurrence of losses related to market
valuation adjustments from non-designated derivatives was a
partial offset.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core
and affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's US$3 billion of senior convertible notes due
2036.


FRASER PAPERS: Posts $10MM Recurring Losses in Qtr. Ended March 31
------------------------------------------------------------------
Fraser Papers Inc. reported financial results for the first
quarter ended March 31, 2007.  The company recorded a net loss of
$10.1 million compared to a net loss of $11 million in the fourth
quarter of 2006.  The 2007 results represent a significant
improvement over the loss of $78.4 million during the same quarter
in 2006.

The company's quarter highlights include:

   -- The company withdrawing its proposal to Brookfield Asset
      Management that it would not be proceeding with the planned
      acquisition of Katahdin Holdings LLC.  Extensive discussions
      with a number of shareholders have indicated that there is
      not widespread support for the transaction.  As a result of
      the termination of the purchase, the company intends to
      repay all of the outstanding 8.75% Senior Notes before the
      end of July 2007.  The Senior Notes were scheduled to mature
      in March of 2015.

   -- On Jan. 31, 2006, Fraser Papers sold its timberland assets
      in New Brunswick to Acadian Timber Income Fund.  Net
      proceeds were $125 million, including $93.5 million in cash
      and $31.5 million of securities which are exchangeable for
      3.6 million units of the Fund, representing a 30% interest
      in the equity of the Fund, or a 22% interest in the Fund on
      a fully diluted basis.  The sale of the NB Timberlands
      assets resulted in a gain of $71 million.

   -- In conjunction with the sale, Fraser Papers entered into
      agreements with Acadian whereby Fraser Papers retained the
      right to purchase fibre, in amounts approximately equal to
      its historical consumption, for a period of up to 20 years
      at prevailing market prices.

                 Liquidity and Capital Resources

Cash flow from operations after changes in working capital was an
outflow of $26.8 million as compared to $34.3 million during the
same quarter of 2006.  During the first quarter, Fraser Papers
invested $19.7 million in working capital primarily in the form of
log inventory in anticipation of seasonal spring supply
constraints and paper inventory in anticipation of the peak
financial printing season.  Operating cash flow before changes in
working capital in the first quarter improved to an outflow of
$7.1 million compared to an outflow of $14 million in 2006, due to
reduced funding of employee benefits.

Long term debt of $78.6 million includes $68.5 million of senior,
unsecured notes which bear interest at 8.75% and are due in 2015,
net of transaction costs of $1.9 million.  The indenture agreement
governing the notes contains certain covenants, the more
significant of which include restrictions on the incurrence of
additional indebtedness, sale of assets and reinvestment of
proceeds, mergers, creation of liens, payment of dividends and
repurchase of the company's shares.  The remaining $12 million in
long term debt consists of borrowings under the company's
committed, revolving credit facility.  Borrowings under the
$90 million facility are at market rates.  At quarter end,
$39.7 million of this facility was utilized in support of letters
of credit.

During 2006, the company reduced its total long-term debt by
$79 million.  Net debt as of March 31, 2007 was $83.7 million
resulting in a net debt to net debt plus equity ratio of 21%.

For the quarter, capital investments totaled $3 million compared
to $1 million in the first quarter of 2006.  The spending of
$3 million was primarily focused on maintenance of the business
and capital in preparation for the Edmundston pulp mill planned
outage in the second quarter.

At March 31, 2007, the company's balance sheet showed total assets
of $560.9 million, total liabilities of $238.5 million, and total
shareholders' equity of $322.4 million.

               Dominic Gammiero to Step Down as CEO

At the Board of Directors' meeting, Dominic Gammiero disclosed
that he would be stepping down as CEO of the company.  Mr.
Gammiero has served as CEO since the corporation was established
in June 2004.  Mr. Gammiero will remain on the board and has
agreed to become the chairman of the company.

J. Peter Gordon, formerly president of the company, will assume
the role of CEO.  Mr. Gordon joined Fraser Papers in January 2006
as chief financial officer and was appointed president in October
2006.

In addition, the board approved the appointment of Glen McMillan,
formerly senior vice president and chief administrative officer,
as chief financial officer of the company, effective April 25,
2007, reporting to Mr. Gordon.  Mr. McMillan joined Fraser Papers
in June 2004 after spending nine years at the company's former
parent company, Norbord Inc.

                       About Fraser Papers

Fraser Papers Inc. (TSE: FPS) -- http://www.fraserpapers.com/--  
is an integrated specialty paper company which produces a broad
range of specialty packaging and printing papers.  The company has
operations in New Brunswick, Maine, New Hampshire and Quebec.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Standard & Poor's Ratings Services lowered its ratings on Fraser
Papers Inc., including the long-term corporate credit rating, to
'CCC+ from 'B-'.  The outlook is negative.

The company also carries Moody's Caa2 long-term corporate family
and probability of default ratings as well as the ratings agency's
Caa3 senior unsecured debt rating.


GENESIS HEALTHCARE: Gets $64.75 Per Share Offer from Fillmore
-------------------------------------------------------------
Genesis HealthCare Corp. received a $64.75 per share offer from
Fillmore Capital Partners LLC, the Wall Street Journal reports.

The offer is 50 cents more that Formation Capital and JER
Partners' amended offer of $64.25 per share.

The company had previously disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that Formation and JER
had upped its offer from $63 per share.

The company's Board of Directors had given its nod on Formation/
JER's amended offer.  The company had set a May 4 meeting for
shareholders to approve the merger.

WSJ relates that the company has said that it will consider the
new offer relative to Formation/JER's amended offer.

                         About Formation

Formation Capital -- http://www.formationcapital.com/-- is a
private equity firm in the senior housing and long-term care
industry.  Over the past five years Formation Capital has
completed over $1.5 billion of acquisitions in the sector and
provides asset management services to over 250 facilities
nationwide.

                         About JER Partners

ER Partners -- http://www.jer.com/-- is the private equity
investment arm of J.E. Robert Companies, a real estate investment
management company with more than 25 years of experience in
sourcing, underwriting and managing a broad spectrum of real
estate equity investments and debt products in North America and
Europe.  JER has completed over $1.1 billion of acquisitions in
the senior housing sector.  JER's primary investments are in
office, hospitality, retail, multi-family, healthcare-related real
estate and industrial properties.  Other areas of investment
include commercial mortgage-backed securities and mezzanine
financing.

                       About Fillmore Capital

Fillmore Capital Partners, LLC -- http://www.fillmorecap.com/--
is a private real estate equity firm specializing in structured
investments in operating intensive sectors.  The firm's current
investment portfolio exceeds $3.0 billion and outstanding capital
commitments exceed $1.0 billion.  FCP serves a growing list of
large institutional pension funds and a select group of private
investment companies.  FCP invests on behalf of its clients in
large healthcare, lodging and operating company platforms.

                     About Genesis HealthCare

Genesis HealthCare Corporation -- http://www.genesishcc.com/--
(NASDAQ: GHCI) is one of the United States' largest long-term care
providers with over 200 skilled nursing centers and assisted
living residences in 13 eastern states.  Genesis also supplies
contract rehabilitation therapy to over 600 healthcare providers
in 20 states and the District of Columbia.

                          *      *      *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Genesis HealthCare to 'B+' from 'BB-' and placed the
rating on CreditWatch with negative implications, after the report
that the company has agreed to be acquired by a joint venture
between Formation Capital and JER Partners.

At the same time, Moody's Investors Service placed the Ba3
Corporate Family Rating and all debt instrument ratings of Genesis
HealthCare under review for possible downgrade.


GENESIS HEALTHCARE: Allocates Payments for Bonus Program
--------------------------------------------------------
Genesis HealthCare Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on April 18, 2007, it
allocated the payments that may be made pursuant to the Bonus
Program to eleven employees of the company, including the
potential payment of $250,000 to James V. McKeon, the company's
Chief Financial Officer.

The company says that no payment may be made under the Bonus
Program to the extent it would cause the recipient to be subject
to the excise tax under Section 4999 of the Internal Revenue Code
of 1986, as amended.

                          Bonus Program

On January 12, 2007, the Compensation Committee of the company's
Board of Directors adopted a bonus program providing for up to an
aggregate of $1 million in bonus payments to employees of the
company, other than the Chief Executive Officer, and in amounts
designated in the discretion of the Compensation Committee in
consultation with the Chief Executive Officer.  The amounts become
payable on or as soon as reasonably practicable following the
closing of the pending merger with an affiliate of Formation
Capital LLC and JER Partners and are contingent upon the
participant's remaining employed by the company or one of its
subsidiaries through the date of the closing of the merger.

                     About Genesis HealthCare

Genesis HealthCare Corporation -- http://www.genesishcc.com/--
(NASDAQ: GHCI) is one of the United States' largest long-term care
providers with over 200 skilled nursing centers and assisted
living residences in 13 eastern states.  Genesis also supplies
contract rehabilitation therapy to over 600 healthcare providers
in 20 states and the District of Columbia.

                          *      *      *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Genesis HealthCare to 'B+' from 'BB-' and placed the
rating on CreditWatch with negative implications, after the report
that the company has agreed to be acquired by a joint venture
between Formation Capital and JER Partners.

At the same time, Moody's Investors Service placed the Ba3
Corporate Family Rating and all debt instrument ratings of Genesis
HealthCare under review for possible downgrade.


GEORGIA GULF: Weakening Credit Quality Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp. by one notch, including its corporate credit rating to
'B+' from 'BB-'.  At the same time, S&P removed its ratings from
CreditWatch with negative implications where they were placed on
March 6, 2007.  The outlook is negative.

As of Dec. 31, 2006, Georgia Gulf had approximately $1.7 billion
in debt (adjusted for capitalized operating leases and for the
securitized sale of receivables).

Atlanta, Georgia-based Georgia Gulf is an integrated producer of
chlorovinyl products, aromatic chemicals, and PVC products with a
combined 2006 annual revenue of approximately $3.4 billion, pro
forma for a recent acquisition.

"The downgrade reflects Georgia Gulf's weakening credit quality
measures, against our expectation at the previous rating for a
gradual trend of improvement," said Standard & Poor's credit
analyst Paul Kurias.

A worse-than-anticipated softening in the U.S. new-housing market
negatively affected earnings and cash flow in a meaningful way in
the fourth quarter of 2006, resulting in the deterioration of
credit metrics and increasing concern that the current operating
environment will limit credit quality improvement this year.  S&P
believe that a period of protracted demand softness could offset
the benefits from PVC price improvements in the second quarter,
and limit earnings improvement at a time when debt levels are
high, and integration of the large Royal Group acquisition
continues to be a challenge.  S&P also note that capacity
additions in the PVC sector in the U.S. announced for late 2007
and beyond could result in an oversupply situation if demand does
not grow as anticipated.

The ratings on Georgia Gulf reflect risks associated with the
integration of a large acquisition relative to existing
operations, cyclical and highly competitive end markets, and a
highly leveraged financial profile.  The integration and execution
challenges stem from the expected complexity of integrating
Royal's large fabricated vinyl product business.  These risks are
partly offset by our assessment that several important potential
benefits of the acquisition could strengthen the business profile
in the intermediate term if the integration is successful.


GLOBAL POWER: Court Extends Exclusive Plan Filing Date Until May 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
bridge order extending Global Power Equipment Group Inc. and its
debtor-affiliates' exclusive period to file a plan until a hearing
scheduled for May 2, 2007.

The Court also gave the Debtors until July 2, 2007, to solicit
acceptances of that plan.

In their motion, the Debtors requested an August 24, 2007
extension of their exclusive period to file a plan.

The Debtors told the Court that they have continued to make
substantial progress in addressing major issues facing their
estates, including:

   a) stabilizing each of the Debtors' major business segments and
      developing new business opportunities;

   b) addressing issues regarding the wind down of Deltak LLC and
      Deltak Construction Services Inc.'s heat recovery steam
      generation business segment;

   c) reaching additional accommodation agreements with key
      customers; and

   d) developing a five-year business plan, which was recently
      presented to the Debtors' Official Committee of Unsecured
      Creditors.

Notwithstanding the substantial progress to date, the Debtors
explained that a significant amount of work remains to be done
before they will be able to propose a plan consistent with their
fiduciary duties to maximize value, including, inter alia, the
refinement and testing of their business plan, evaluation and
reconciliation of claims filed against them, and an analysis of
their intercompany assets and liabilities.

Moreover, the Debtors said they continue to meet with the
Committee on a regular basis, and in anticipation of preparing a
chapter 11 plan of reorganization, are now preparing a plan term
sheet, which they intend to share with the Committee in the near
future.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.


GLOBAL POWER: Consulting Pacts w/ Former Execs Stretched to May 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Global Power Equipment Group Inc. and its debtor-affiliates
to extend their consulting agreements, as modified, with former
executives Larry Edwards and James P. Wilson until May 2, 2007.

The Order is without prejudice to the Debtor's right to request
for further extension of the agreements.

The Official Committee of Unsecured Creditors consented to the
extension.

The Debtors tell the Court that they need Messrs. Edward's and
Wilson's services particularly in relation to the continuing
transition in senior management of the Debtors.

Although their full-time services are no longer required, the
Debtors explain that the consulting agreements provide the Debtors
with the flexibility to continue to take advantage of Messrs.
Edward's and Wilson's significant experience and expertise in a
manner that will provide significant benefits to the Debtors'
estates while minimizing costs.

Effective Nov. 21, 2006, Mr. Edwards resigned from his officer
position as president and chief executive officer of the Debtors.
He continues to serve as a non-executive member of Global Power's
Board of Directors.

Also effective Nov. 21, 2006, Mr. Wilson resigned from his officer
position as vice president of finance and chief financial officer
of Global Power.  Mr. Wilson joined the company in 1986.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.


GLOBAL POWER: Court Approves PricewaterhouseCoopers as Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Power Equipment Group and its debtor-affiliates permission
to employ PricewaterhouseCoopers LLP as its tax advisors and
auditors.

As reported in the Troubled Company Reporter on Feb. 14, 2007,
PricewaterhouseCoopers is expected to:

   a) prepare and sign the Debtors' federal tax returns for the
      tax years starting Jan. 1, 2005 through Dec. 31, 2006;

   b) prepare and sign federal tax returns for a number of the
      Debtors' foreign subsidiaries for the tax years starting
      Jan. 1, 2005 through Dec. 31, 2006, and assist in the
      preparation of forms and related computations for the
      foreign tax credit;

   c) prepare and sign the Debtors' state corporate income tax
      returns, for the tax years starting Jan. 1, 2005 through
      Dec. 31, 2006;

   d) serve as the Electronic Return Originator with respect to
      the tax returns that must be filed electronically; and

   e) provide the Debtors with additional tax services as
      requested, including, but not limited to, providing
      recurring tax consulting services, assisting with matters
      involving tax authorities, and preparing additional tax
      forms.

Among other things, PricewaterhouseCoopers is also expected to:

   a) perform consolidated audits of the Debtors' financial
      statements related to the years ended Dec. 31, 2005, and, if
      expressly requested by the Debtors, Dec. 31, 2006;

   b) audit management's assessment of the effectiveness of the
      Debtors' internal control over financial reporting and the
      effectiveness of management's internal control over
      financial reporting for the period under audit; and

   c) report to the Debtors any matter discovered that may require
      material modifications to the quarterly financial
      information so that it conforms to generally accepted
      accounting principles.

The firm's professionals bill:

          Designation                    Hourly Rate
          -----------                    -----------
          Partners                       $585 - $802
          Managers/Senior Managers       $342 - $446
          Associate/Senior Associates    $118 - $225
          Administration                  $77 - $105

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

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts of
$123,221,000.


INTEGRAL NUCLEAR: Hires Logan & Co. as Claims and Noticing Agent
----------------------------------------------------------------
Integral Nuclear Associates LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Logan & Company Inc., as their claims and
noticing agent.

Logan will:

    a. serve the First Day Motions;

    b. prepare and serve required notices in the Chapter 11 cases
       including,

        * the Section 341(a) Notices;

        * Notice of the claims bar date;

        * Notice of objections to claims;

        * Notice of hearings on a disclosure statement and
          confirmation of a plan or reorganization; and

        * other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of the chapter 11 cases;

    c. within office business days after the mailing of a
       particular notice, file with the Clerk's Office a
       declaration of service that includes a copy of the notice
       involved, an alphabetical list of persons to whom the
       notice was served and the date and manner of service;

    d. maintain copies of all proofs of claim and interest filed;

    e. maintain official claims registers for the Debtors by
       docketing all proofs of claim and interest on claims
       registers including, among other things:

        * the name and address of the claimant or interest holder
          and any agent if the proof of claim or interest was
          filed by an agent;

        * the date received;

        * the claim number assigned; and

        * the asserted amount and classification of the claim.

    f. implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

    g. transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

    h. maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or interest, which is available
       free of charge upon request of a party in interest on the
       limited service list or the Clerk's Office and at the
       expense of any other party in interest upon the request of
       the party, and comply with all requests for mailing labels
       duplicated from the mailing list;

    i. provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

    j. record all transfers of claims and provide notice of the
       transfers pursuant to Federal Rule of Bankruptcy Procedure
       3001(e);

    k. comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

    l. promptly comply with such further conditions and
       requirements as the Clerk's Office or Court may at any time
       prescribe or require;

    m. tabulate acceptances and/or rejections to any plan of
       reorganization and/or liquidation filed by the Debtors;

    n. provide such other claims processing, noticing, and related
       administrative services as may be required from time to
       time by the Debtors;

    o. act as the Debtors' balloting agent, which may include some
       or all of these services:

        * printing of ballots;

        * preparing voting reports by plan class, creditor or
          shareholder and amount for review and approval by the
          client and its counsel;

        * coordinating the mailing of ballots, disclosure
          statement and plan of reorganization to all voting and
          non-voting parties and provide affidavit of service; and

        * receiving ballots at a post office box, inspecting
          ballots for conformity to voting procedures, date
          stamping and numbering ballots consecutively, and
          tabulating and certifying the results.

Kathleen M. Logan, President of Logan & Co., tells the Court that
BSI will be paid according to the rates set in the Standard
Bankruptcy Services Agreement.

The Debtors disclose that they have paid BSI a $3,000 retainer.

Ms. Logan assures the Court that her firm is a "disinterested
person" as that term is defined is Section 101(14) of the
Bankruptcy Code.

                      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., represents 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.


JARDEN CORPORATION: Agrees to Acquire K2 Inc. for $1.2 Billion
--------------------------------------------------------------
Jarden Corporation and K2 Inc. have signed a definitive merger
agreement pursuant to which Jarden will acquire K2.  Under the
terms of the agreement, Jarden will pay $10.85 per share of K2
common stock in cash and will issue 0.1086 of a share of Jarden
common stock for each share of K2 common stock outstanding as of
the closing.  The cash and Jarden stock to be issued in the
transaction has a combined value of approximately $15.50 per K2
share, based on the closing price of Jarden common stock on the
date of signing the merger agreement.  The total enterprise value
of the transaction, including the assumption or repayment of
indebtedness, is approximately $1.2 billion.  The transaction is
expected to be accretive to Jarden's earnings and to close early
in the third quarter of this year.

K2 has a strong presence in North America as well as Europe and
Asia and fits well with Jarden's stated strategy of building and
acquiring leading, niche consumer-oriented brands.  Its strength
in the specialty and multi-store sporting goods, marine, and
outdoor retail channels and proven international presence,
combined with its focus on new product introductions and market
innovations, would provide Jarden with significant growth
opportunities and the ability to expand into adjacent markets.
K2's primary business lines would be reported through Jarden's
Outdoor Solutions segment upon closing of the transaction.

"We are enormously excited about the announcement as it marks
another important step in our planned and disciplined growth
strategy as a world class, diversified, niche oriented consumer
products company," Martin E. Franklin, Jarden's Chairman and Chief
Executive Officer, said.  "Adding K2's broad portfolio of leading
brands to our portfolio would create cross selling opportunities
both domestically and internationally, would expand our presence
in specialty channels, would further diversify our products,
revenues and earnings, and would create additional scale to
leverage in our supply chain, distribution, manufacturing and
sourcing networks."

"We believe that Jarden is the perfect strategic partner for us,"
Richard J. Heckmann, K2's Executive Chairman of the Board, said.
"Combining our world-renowned brands with Jarden's scale and
innovative resources should bring tremendous value to our
employees, retail partners and customers.  I am extremely proud of
our employees' accomplishments over the last five years, and I am
excited about the road ahead for K2 as part of the Jarden family."

"We believe the timing is ideal to make this acquisition," Mr.
Franklin concluded.  "We have spent the last two years
successfully integrating American Household and we believe that we
now have the appropriate resources in place around the world to
focus on delivering results from this combination.  We feel that
K2 is well positioned to continue its growth and that it will
benefit from the leverage of our combined resources to deliver
strong financial performance.  I have been impressed by the many
people I have met at K2 from around the world and I look forward
to welcoming the K2 team to Jarden.  We have always said that
Jarden's most important assets are our employees, and our
commitment to them, in addition to our customers and stockholders,
will continue to guide our company."

The board of directors for both companies has unanimously approved
the transaction, which is expected to close during the third
quarter of 2007, subject to Hart-Scott-Rodino approval, the
approval of K2's stockholders and other customary closing
conditions.

                          About K2 Inc.

Headquartered in Carlsbad, California, K2 Inc. (NYSE: KTO) --
http://www.k2inc.net/-- designs manufactures and distributes
sporting equipment, apparel and accesories.

                       About Jarden Corp.

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2007,
Moody's Investors Services has affirmed the B1 corporate family
rating for Jarden Corporation following the upsizing of the
company's proposed aggregate senior subordinated offering from
$400 million to $650 million.  The rating outlook remains
positive.


JOAN FABRICS: Selects Mintz Levin as Bankruptcy Counsel
-------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliate, Madison Avenue
Designs LLC, ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., as their counsel.

Mintz Levin will:

     a. advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued management and
        operation of their business and property;

     b. represent the Debtors at all hearings and matters
        pertaining to their affairs as debtors and debtors-in-
        possession;

     c. attend meetings and negotiate with representatives of the
        Debtors' creditors and other parties in interest, as well
        as respond to creditor inquiries;

     d. take all necessary action to protect and preserve the
        Debtors' estates;

     e. prepare on behalf of the Debtors all necessary and
        appropriate motions, applications, answers, orders,
        reports and papers necessary to the administration of
        Debtors' estates;

     f. review applications and motions filed in connection with
        these cases;

     g. negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and/or documents, and take any necessary action
        on behalf of the Debtors to obtain confirmation of such
        plan;

     h. advise the Debtors in connection with any potential sale
        of assets or business, or in connection with any strategic
        partnering;

     i. review and evaluate the Debtors' executory contracts and
        unexpired leases and represent the Debtors in connection
        with the rejection, assumption or assignment of such
        leases;

     j. consult with and advise the Debtors regarding labor and
        employment matters;

     k. represent the Debtors in connection with any adversary
        proceedings or automatic stay litigation which may be
        commenced by or against the Debtors;

     l. review and analyze various claims of the Debtors'
        creditors and the treatment of those claims and the
        preparation, filing or prosecution of any objections to
        those claims; and

     m. perform all other necessary legal services and provide all
        other necessary legal advice to the Debtors in connection
        with these chapter 11 cases.

The Debtors disclose that the firm's current hourly rates are:

                 Designation          Hourly Rates
                 -----------          ------------
                 Members              $480 - $695
                 Associates           $335 - $475
                 Paraprofessionals        $200

The Debtors relate that the firm has received a $100,000 retainer.

To the best of the Debtors' knowledge, the firm does not hold or
represent an interest adverse to the estate.

The firm can be reached at:

         Richard E. Mikels, Esq.
         Member
         Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 348-1691
         http://www.mintz.com/

                        About Joan Fabrics

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Aug. 8, 2007.


JOAN FABRICS: Taps Pachulski Stang as Delaware Local Counsel
------------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliate, Madison Avenue
Designs LLC, ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Pachulski Stang Ziehl Young
Jones & Weintraub LLP, nunc pro tunc to the bankruptcy filing, as
their Delaware and conflicts counsel.

Pachulski Stang will:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        properties;

     b. prepare on behalf of the Debtors necessary applications,
        motions, answers, orders, reports, and other legal papers;

     c. appear in Court on behalf of the Debtors and in order to
        protect the interests of the Debtors before the Court;

     d. prepare and pursue confirmation of a plan[s] and approval
        of a disclosure statement[s]; and

     e. perform all other legal services for the Debtors that may
        be necessary and proper in these proceedings.

The Debtors disclose that Pachulski Stang's professionals bill:

            Professional               Hourly Rates
            ------------               ------------
            Laura Davis Jones, Esq.         $750
            Michael R. Seidl, Esq.          $450
            Curtis A. Hehn, Esq.            $375
            Karina K. Yee                   $190

To the best of the Debtors' knowledge, Pachulski Stang does not
hold any interest adverse to their estates.

The firm can be reached at:

         Laura Davis Jones, Esq.
         Pachulski Stang Ziehl Young Jones & Weintraub LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         http://www.pszyjw.com/

                        About Joan Fabrics

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Aug. 8, 2007.


JOAN FABRICS: Court Okays Bankruptcy Services as Claims Agent
-------------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliates, Madison Avenue
Designs LLC, obtained permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Bankruptcy Services LLC as
their notice, claims and balloting agent.

BSI will:

     a. serve as the Court's noticing agent to mail notices to
        certain of the estates' creditors and other parties in
        interest;

     b. provide computerized claims, objection and balloting
        database services;

     c. provide expertise, consultation and assistance in claim
        and ballot processing and other administrative information
        related to the Debtors' chapter 11 cases; and

     d. provide disbursement services with respect to the Debtors'
        bankruptcy cases, if requested.

In addition, the Debtors anticipate BSI will:

     a. assist the Debtors in the preparation and filing of their
        Schedules of Assets and Liabilities and Statement of
        Financial Affairs;

     b. prepare and serve required notices in the Debtors' chapter
        11 cases, including:

          -- a notice of commencement of the Debtors' chapter 11
             cases and the initial meeting of creditors;

          -- a notice of the claims bar date;

          -- notices of objections to claims;

          -- notices of hearings on a disclosure statement and
             confirmation of a plan of reorganization;

          -- assistance in the publication of required notices, as
             necessary; and

          -- such other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of the Debtors' chapter 11
             cases;

     c. within five business days after the service of a
        particular notice, prepare for filing with the Clerk's
        Office and affidavit of service that includes:

          -- a copy of the notice served;

          -- an alphabetical list of persons on whome the notice
             was served, along with their addresses; and

          -- the date and manner of service;

     d. maintain copies of all proofs of claim of interest filed
        in the cases;

     e. maintain official claims registers iin the cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes these information for each
        claim and interest asserted:

          -- name and address of the claimant or interest holder
             and any agent if the proof of claim or proof of
             interest was filed by an agent;

          -- the date the proof of claim or interest was received
             by BSI and/or the Court;

          -- the claim number assigned to the proof of claim or
             interest; and

          -- the asserted amount and classification of the claim.

     f. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     h. maintain a current mailing list for all entities that have
        filed proofs of claim or interest and make the list
        available to the Clerk's Office or any party in interest
        upon request;

     i. provide access to the public for examination of copies of
        the proofs of claim or interest filed in the cases withour
        charge during regular business hours;

     j. create and maintain a public access Web site setting forth
        pertinent case information and allowing access to
        electronic copies of proofs of claim or interest;

     k. record all transfers of claims and give notice of the
        transfers as required by Bankruptcy Rule 3001(e);

     l. comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

     m. assign temporary employees to process claims, as
        necessary;

     n. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at any
        time prescribe;

     o. provide balloting and soliciting services, including
        preparing ballot, producing personalized ballots and
        tabulating creditor ballots on a daily basis; and

     p. provide other claims processing, noticing, balloting and
        related administrative services as may be requested from
        time to time by the Debtors.

Lorenzo Mendizabal, Managing Director of BSI, discloses that it
has received a $10,000 retainer from the Debtor.

To the best of the Debtors' knowledge, BSI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Joan Fabrics

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.  The Debtors' exclusive
period to file a chapter 11 plan expires on Aug. 8, 2007.


K2 INC: Agrees to Sell Assets to Jarden Corp. for $1.2 Billion
--------------------------------------------------------------
K2 Inc. and Jarden Corporation have signed a definitive merger
agreement pursuant to which Jarden will acquire K2.  Under the
terms of the agreement, Jarden will pay $10.85 per share of K2
common stock in cash and will issue 0.1086 of a share of Jarden
common stock for each share of K2 common stock outstanding as of
the closing.  The cash and Jarden stock to be issued in the
transaction has a combined value of approximately $15.50 per K2
share, based on the closing price of Jarden common stock on the
date of signing the merger agreement.  The total enterprise value
of the transaction, including the assumption or repayment of
indebtedness, is approximately $1.2 billion.  The transaction is
expected to be accretive to Jarden's earnings and to close early
in the third quarter of this year.

K2 has a strong presence in North America as well as Europe and
Asia and fits well with Jarden's stated strategy of building and
acquiring leading, niche consumer-oriented brands.  Its strength
in the specialty and multi-store sporting goods, marine, and
outdoor retail channels and proven international presence,
combined with its focus on new product introductions and market
innovations, would provide Jarden with significant growth
opportunities and the ability to expand into adjacent markets.
K2's primary business lines would be reported through Jarden's
Outdoor Solutions segment upon closing of the transaction.

"We are enormously excited about the announcement as it marks
another important step in our planned and disciplined growth
strategy as a world class, diversified, niche oriented consumer
products company," Martin E. Franklin, Jarden's Chairman and Chief
Executive Officer, said.  "Adding K2's broad portfolio of leading
brands to our portfolio would create cross selling opportunities
both domestically and internationally, would expand our presence
in specialty channels, would further diversify our products,
revenues and earnings, and would create additional scale to
leverage in our supply chain, distribution, manufacturing and
sourcing networks."

"We believe that Jarden is the perfect strategic partner for us,"
Richard J. Heckmann, K2's Executive Chairman of the Board, said.
"Combining our world-renowned brands with Jarden's scale and
innovative resources should bring tremendous value to our
employees, retail partners and customers.  I am extremely proud of
our employees' accomplishments over the last five years, and I am
excited about the road ahead for K2 as part of the Jarden family."

"We believe the timing is ideal to make this acquisition," Mr.
Franklin concluded.  "We have spent the last two years
successfully integrating American Household and we believe that we
now have the appropriate resources in place around the world to
focus on delivering results from this combination.  We feel that
K2 is well positioned to continue its growth and that it will
benefit from the leverage of our combined resources to deliver
strong financial performance.  I have been impressed by the many
people I have met at K2 from around the world and I look forward
to welcoming the K2 team to Jarden.  We have always said that
Jarden's most important assets are our employees, and our
commitment to them, in addition to our customers and stockholders,
will continue to guide our company."

The board of directors for both companies has unanimously approved
the transaction, which is expected to close during the third
quarter of 2007, subject to Hart-Scott-Rodino approval, the
approval of K2's stockholders and other customary closing
conditions.

                        About Jarden Corp.

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                          About K2 Inc.

Headquartered in Carlsbad, California, K2 Inc. (NYSE: KTO) --
http://www.k2inc.net/-- designs manufactures and distributes
sporting equipment, apparel and accesories.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. consumer products sector, the rating
agency confirmed its Ba3 Corporate Family Rating for K2 Inc., and
its B1 rating on the company's $200M senior unsecured notes due
2014.  Additionally, Moody's assigned an LGD4 rating to those
bonds, suggesting noteholders will experience a 61% loss in the
event of a default.


KING PHARMACEUTICALS: Looming Challenges Cue S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
King Pharmaceuticals Inc. to stable from negative.  At the same
time, Standard & Poor's affirmed its 'BB' corporate credit rating
on the Bristol, Tennessee-based specialty pharmaceutical company.

"The ratings on King Pharmaceuticals reflect the looming
competitive challenges facing a number of the company's core
products, an uncertain product pipeline, and the potential need
for significant debt-financed product acquisitions," explained
Standard & Poor's credit analyst Arthur Wong.  "Still, King has a
relatively diverse product portfolio and remains very
conservatively financed."

The company's credit protection measures are very strong for the
rating.  Debt to EBITDA is only 0.6x compared with the 'BB' median
of 3.8x.  Funds from operations to total debt was well over 100%
for 2006.  However, S&P believe that the company's ratios will
deteriorate somewhat over the intermediate term, either as a
result of EBITDA declines due to patent expirations or increased
product acquisition-related debt to shore up the portfolio.
However, given the financial capacity the company has at the
current ratings level, Standard & Poor's believes that King
Pharmaceuticals will continue to maintain a financial risk profile
that is consistent with the current ratings.


L.I.D. LTD: Asks Court to Decide on Cash Collateral Default Issue
-----------------------------------------------------------------
L.I.D. Ltd. seeks determination that it did not default under the
express terms of an interim order issued by the U.S. Bankruptcy
Court for the Southern District of New York on March 27, 2007,
authorizing the Debtor to utilize its lenders' cash collateral.

The cash collateral secures the Debtor's indebtedness to Bank
Leumi, USA, ABN AMRO Bank N.V., Sovereign Bank, New England and
HSBC Bank, USA, who are collectively owed $43 million in the
aggregate.

                   Interim Cash Collateral Order

The interim cash collateral order provides, among others, that the
transfer of any collateral outside the territorial limits of the
United States will be considered an event of default.

The interim order also provides that the Debtor will have the
right to cure an alleged default within three business days after
receipt, in writing, of an alleged default.

Should the alleged default remain un-cured, the interim order says
that the lenders will have the right to take immediate action to
protect the collateral from harm, free from the restrictions of
Section 362 of the Bankruptcy Code.

However, the Debtor argues that the interim order entitles it to
seek Court order to restrain or enjoin the lenders from taking any
action, provided that the Debtor gives the appropriate notice to
the lenders of any hearing in which it seeks to obtain the order.

Accordingly, each of the lenders have agreed that a hearing to
consider the alleged default may be considered by the Court on
May 2, 2007, the same day as the contested hearing on the interim
cash collateral.

                      Lenders Allege Default

The lenders alleged two separate grounds for default under the
terms and conditions of the interim order:

   1) The Debtor has transferred approximately $2,300,000 of
      collateral to the Debtor's affiliate in India.

   2) The Debtor transferred approximately $62,000 of collateral
      to its affiliate in Israel.

                    Debtor Counters Allegations

The Debtor tells the Court that the alleged transfer of
approximately $2,300,000 of collateral to the Debtor's affiliate
in India occurred in the normal course of the Debtor's business.

According to the Debtor, the transfer occurred prior to the entry
of the interim order and prior to the time that the Debtor and the
lenders entered into any agreement barring the Debtor from
transferring collateral outside the territorial limits of the
United States.

The Debtor explains that the alleged "transfer" was not a
transfer, rather it was a sale of goods.

"The transaction was the identical sale that has been the basic
methodology of the Debtor's business for years," says  Avrum J.
Rosen, Esq., in  Huntington, New York.

              Debtor Says Transfer Benefited Lenders

The Debtor contends that the lenders did not suffer any prejudice
by the alleged transfer of the collateral to India.

Mr. Rosen notes that on March 15th and 16th of this year, just one
and two days prior to the Debtor's bankruptcy filing, the Debtor
received $2,341,740 in inventory from its affiliate in India.

Additionally, Mr. Rosen says, during the period of March 15, 2007
through April 19, 2007, the Debtor received a total of $4,210,919
in goods from its affiliate in India.  In return, the Debtor sold
goods to its affiliate in India in the amount of $3,369,479.

Thus, Mr. Rosen asserts, the net effect was to improve the
collateral position of the lenders in the amount of $841,422.

The Debtor believes that pursuant to Section 546(c) of the
Bankruptcy Code as well as Section 503(b)(9), the Debtor's
affiliate in India was either vested with reclamation rights or in
the alternative, the ability to establish a claim to an
administrative expense priority as to the goods that it shipped to
the Debtor.  Thus, in making a determination as to shipping goods
to its affiliate in India, the Debtor considered the possible
consequences of continuing to receive goods from India, Mr. Rosen
avers.

Moreover, Mr. Rosen says that the Court should keep in mind that
when the Debtor received the goods from its affiliate in India,
prior to the filing, the Debtor was not planning on filing for
bankruptcy relief.

It was not until Bank Leumi seized the Debtor's bank account
containing over $700,000, that the Debtor was forced to file for
bankruptcy.  Thus, Mr. Rosen says, the Debtor's affiliate in India
was not concerned about shipping goods to New York.

Addressing the lenders' allegation that the Debtor transferred
approximately $62,000 in collateral to its affiliate in Israel,
the Debtor states that the collateral transferred to Israel was
from a parcel of approximately $500,000 worth of goods that were
shipped within 30 days prior to the instant filing.

The Debtor informs the Court that L.I.D. LTD. (Israel) identified
a specific buyer for those particular goods.  The goods were
shipped to Israel in the normal course of the Debtor's business.
Given the small amount of the collateral shipped, the amount was
simply overlooked as the total sales for the month in question
exceeded $1,400,000.  However, to be certain that the lenders'
position is not negatively effected by the transfer, the Debtor
has directed that its parent in Israel return goods of equal value
to the Debtor.

The Debtor expected to have the collateral back in its possession
no later than the close of business on Wednesday, April 25, 2007.

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Attorneys at The Law Offices of Avrum J. Rosen in Huntington, New
York represent the Debtor in its restructuring efforts.  When the
Debtor sought protection from its creditors, it listed total
assets of $157,784,935 and total debts of $143,867,465.


LEAR CORPORATION: Earns $49.9MM in First Quarter Ended March 31
---------------------------------------------------------------
Lear Corporation reported financial results for the first quarter
with a net income of $49.9 million including restructuring costs
and other special items, for the first quarter of 2007. This
compares with net income of $17.9 million including restructuring
costs and other special items, for the first quarter of 2006.  It
also updated its 2007 financial outlook.

For the first quarter of 2007, the company reported net sales of
$4.4 billion and pretax income of $82.3 million, including
restructuring costs of $15.8 million and other special items
totaling $10.7 million.  For the first quarter of 2006, Lear
reported net sales of $4.7 billion and pretax income of
$14.8 million.  Excluding restructuring costs and other special
items, Lear would have had pretax income of $108.8 million in the
first quarter of 2007.  This compares with pretax income before
restructuring costs and other special items of $15.5 million in
the same period a year earlier.  A reconciliation of pretax income
before restructuring costs and other special items to pretax
income as determined by generally accepted accounting principles
is provided in the supplemental data pages.

Bob Rossiter, Lear chairman and chief executive officer, said,
"Now that we have completed the divestiture of the Interior
business, our full attention is on strengthening our core seating,
electronics and electrical distribution businesses."

The decline in net sales for the quarter reflects primarily lower
production in North America and the divestiture of Lear's European
Interior business, offset in part by new business mainly outside
of North America and favorable foreign exchange.  Operating
improvement reflects favorable cost performance and the benefit of
new business, offset in part by lower production in North America.

First-quarter free cash flow was negative $32.1 million, as
compared with negative $91.3 million in the first quarter of 2006.
The improvement primarily reflects lower capital spending and the
increase in earnings.

As of March 31, 2007, the company listed total assets of
$7.6 billion and total liabilities of $6.9 billion, resulting in a
$692.5 million in total stockholders' equity.

                        Key Events in 2006

During the quarter, the company made important progress on
strategic priorities by completing the North American Interior
business joint venture.

In addition, Lear maintained its quality and customer service
momentum and was the recipient of several customer awards and
recognition, including GM Supplier of the Year, three World
Excellence awards from Ford and Superior Supplier Diversity and
Excellence in Quality from Toyota, as well as other performance
awards from Porsche, Fiat-Brazil, Mazda and Shanghai GM.

The company also continued to implement its global restructuring
plan, expand its infrastructure in Asia and grow its global sales
with Asian manufacturers.

                      Full-Year 2007 Outlook

The outlook excludes results for Lear's Interior business for the
full year.  On this basis, Lear expects 2007 net sales of about
$14.8 billion.

Lear anticipates 2007 income before interest, other expense,
income taxes, restructuring costs and other special items to be in
the range of $580 to $620 million, an improvement of $20 million
from our prior forecast.  The revised full-year outlook reflects
more favorable production volumes and improved cost performance in
international operations.

Restructuring costs in 2007 are estimated to be approximately
$100 million.  Interest expense is estimated to be in the range of
$210 million to $220 million.  Pretax income before restructuring
costs and other special items is estimated to be in the range of
$290 to $330 million.  Tax expense is expected to be between
$100 million and $120 million, depending on the mix of earnings
by country.  Capital spending in 2007 is estimated at about
$250 million. Depreciation and amortization expense is estimated
to be about $310 million.  Free cash flow is expected to be
positive at about $240 million for the year.

Key assumptions underlying Lear's financial outlook include
expectations for industry vehicle production of about 15.2 million
units in North America and 19.3 million units in Europe.  Lear
continues to see production for the Big Three in North America
being down slightly, as compared with 2006.  In addition, the
company is assuming an exchange rate of $1.32/Euro.

                      About Lear Corporation

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.

                          *     *     *

Lear Corporation carries Moody's Investors Service's B2 corporate
family rating and speculative grade liquidity rating of SGL-2.


MARINER ENERGY: Increases Pricing Offer of Senior Unsecured Notes
-----------------------------------------------------------------
Mariner Energy Inc. has priced its $300 million of 8% senior
unsecured notes due 2017, an increase of $100 million from
$200 million, reported in April 24, 2007.  The notes are expected
to be sold in an underwritten public offering at par.

Mariner plans to use the net proceeds from the offering to
repay debt under its secured bank credit facility.  Interest is
payable May 15 and November 15 of each year.  The first interest
payment will be made on Nov. 15, 2007 and will consist of interest
from closing to that date.  Delivery of the notes is expected to
occur on April 30, 2007.

Mariner may redeem the notes at any time before May 15, 2012 at a
price equal to the principal amount redeemed plus a make-whole
premium, using a discount rate of the Treasury rate plus 0.50% and
accrued but unpaid interest.  Beginning on May 15 of the years
indicated below, Mariner may redeem the notes from time to time,
in whole or in part, at the prices set forth below, expressed as
percentages of the principal amount redeemed plus accrued but
unpaid interest:

   -- 2012 at 104.000%;

   -- 2013 at 102.667%;

   -- 2014 at 101.333%; and

   -- 2015 and thereafter at 100.000%

In addition, before May 15, 2010, Mariner may redeem up to 35% of
the notes with the proceeds of equity offerings at a price equal
to 108% of the principal amount of the notes redeemed plus accrued
but unpaid interest.

J.P. Morgan Securities Inc. acted as sole book-running manager of
the offering. The offering of notes was made only by means of a
prospectus, copies of which may be obtained from:

   J.P. Morgan Securities Inc.
   Attention: Syndicate Desk
   8th Floor
   No. 270 Park Ave.
   New York, NY 10019
   Tel: (212) 834-4555

                       About Mariner Energy

Headquartered in Houston, Texas, Mariner Energy Inc. (NYSE: ME --
http://www.mariner-energy.com/--, is engaged in the exploration
and production of oil and gas primarily in the Gulf of Mexico and
West Texas.

                          *     *     *

As reported in the Troubled Company Reporter on April 26, 2007,
Moody's assigned a B3 rating to Mariner Energy Inc.'s proposed
offering of at least $200 million of senior unsecured notes (the
proceeds of which will be used to repay secured revolver
borrowings) and affirmed the company's B2 corporate family rating.


MAYCO PLASTICS: Court OKs Tooling Stipulation with DaimlerChrysler
------------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan approved a stipulation
between Mayco Plastics Inc. and its customers, the DaimlerChrysler
Entities.  The agreement satisfies the Debtor's production and
tooling payable claims against DaimlerChrysler.

                    Customers Withhold Payments

DaimlerChrysler Corporation, DaimlerChrysler Motors Company, LLC,
DaimlerChrysler Canada, Inc., General Motors Corporation, TRW
Automotive U.S. LLC, and Lear Corporation depended heavily on
plastic parts produced by the Debtor for the operation of their
assembly lines, and in the case of TRW and Lear, their customers'
assembly lines as well, relates Stephen M. Gross, Esq., at
McDonald Hopkins, LLC.

As such, due to the Participating Customers' "just-in-time"
requirements for parts, if the business operations of Debtor were
to be interrupted, the Participating Customers' respective
manufacturing lines would also be significantly disrupted,
resulting in substantial harm to the Participating Customers, the
Debtor and the estate, says Mr. Gross.

As a result of their alleged actual and potential consequential
damages, as well as certain claimed ordinary course set-offs, the
Participating Customers refused to pay their accounts payable to
the Debtor.

The Debtor asserted that:

   -- DaimlerChrysler had accounts payable to the Debtor for
      component parts for approximately $2,330,000; and

   -- accounts payable to Debtor arising out of manufactured
      tooling pursuant to purchase orders issued by
      DaimlerChrysler for $4,349,000.

However, DaimlerChrysler disputed the amount of the accounts
payables, and asserted that certain of the tooling purchase
payables were not yet due under the terms of the purchase orders,
relates Mr. Gross.  In order to resolve these claims, the Debtor
and DaimlerChrysler entered into a Court-approved stipulation.

                    Terms of the Stipulation

In the stipulation, the parties agree that:

   1) DaimlerChrysler will pay $1,823,660 to PNC Bank, the
      Debtor's lender, in full satisfaction of the Debtor's
      production payable claims;

   2) DaimlerChrysler will pay the Debtor $1,569,057, in full
      satisfaction of the Debtor's tooling payable claims.
      This amount consists of:

         * $1,331,424 payable to Omega Tool Corporation, for
           application to its secured claims arising from its
           liens and security interests in the applicable tooling
           payable claims; and

         * $237,633 payable to PNC Bank, for application to its
           secured claims against the Debtor, in full satisfaction
           of all tooling payable claims.

                       About Mayco Plastics

Headquartered in Sterling Heights, Michigan Mayco Plastics Inc.
-- http://www.mayco-mi.com/-- is an automotive supplier of
injection molded plastics.  Stonebridge Industries Inc., the
majority shareholder and parent of Mayco Plastics, is an
investment firm that acquires companies and helps them grow their
business in order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.

As reported in the Troubled Company Reporter on Jan. 18, 2007, the
Court granted preliminary approval to the Debtor's combined Plan
of Liquidation and Disclosure Statement.


MERRILL LYNCH: Fitch Cuts Rating on Four Certificates to B
----------------------------------------------------------
Fitch has taken rating these rating actions on the Merrill Lynch
Mortgage Investors Trust mortgage pass-through certificates listed
below:

Merrill Lynch Mortgage Investors, series 2002-NC1

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B1 downgraded to 'B+' from 'BBB';
    -- Class B2 downgraded to 'B' from 'BBB-'.

Merrill Lynch Mortgage Investors, series 2002-AFC1 Group 1

    -- Class MF-1 affirmed at 'AAA';
    -- Class MF-2 affirmed at 'A';
    -- Class BF-1 affirmed at 'B+'.

Merrill Lynch Mortgage Investors, series 2002-AFC1 Group 2

    -- Class MV-2 upgraded to 'AA-' from 'A+';
    -- Class BV-1 downgraded to 'B' from 'BB'.

Merrill Lynch Mortgage Investors, series 2002-HE1

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

Merrill Lynch Mortgage Investors, series 2003-HE1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A+';
    -- Class M3 affirmed at 'A';
    -- Class B1 affirmed at 'A-';
    -- Class B2 affirmed at 'BB+;
    -- Class B3 downgraded to 'B' from 'BB-'.

Merrill Lynch Mortgage Investors, series 2003-OPT1

    -- Class A affirmed at 'AAA';
    -- Class M1 upgraded to 'AAA' from 'AA+';
    -- Class M2 affirmed at 'A+';
    -- Class M3 affirmed at 'A';
    -- Class B1 affirmed at 'A-';
    -- Class B2 affirmed at 'BBB+';
    -- Class B3 affirmed at 'BBB-'.

Merrill Lynch Mortgage Investors, series 2003-WMC1

    -- Class M2 upgraded to 'AA+' from 'AA';
    -- Class B1 downgraded to 'BB-' from 'BBB';
    -- Class B2 downgraded to 'B' from 'BB+'.

Merrill Lynch Mortgage Investors, series 2003-WMC2

   -- Class M2 affirmed at 'AA-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BB+'.

Merrill Lynch Mortgage Investors, series 2003-WMC3

    -- Class M3 affirmed at 'A+;
    -- Class M4 affirmed at 'A';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 downgraded to 'BB' from 'BBB';
    -- Class B3 downgraded to 'BB-' from 'BBB-'.

Merrill Lynch Mortgage Investors, series 2004-HE1

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 rated 'BBB-', placed on Rating Watch Negative.

Merrill Lynch Mortgage Investors, series 2004-HE2

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB;
    -- Class B3 affirmed at 'BBB-'.

Merrill Lynch Mortgage Investors, series 2004-OPT1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-'.

Merrill Lynch Mortgage Investors, series 2005-HE3

    -- 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-'.

The underlying collateral for the transactions listed above
consists of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties extended to subprime borrowers.

All of the mortgage loans from Series 2002-HE1, 2003-HE1, 2004-
HE1, 2004-HE2, and 2005-HE3 were originated or acquired by various
originators and subsequently purchased by Merrill Lynch Mortgage
Capital, Inc.  The mortgage loans for Series 2002-AFC1 were
originated or acquired by Superior Bank FSB at origination.  The
primary originator for the remaining transactions has its name
denoted in each of the series' name (NC for New Century Mortgage
Corporation, OPT for Option One Mortgage Corporation, and WMC for
WMC Mortgage Corporation).

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $1.29 billion of outstanding certificates as of the
March 2007 distribution date.  The upgrades, affecting
approximately $82.7 million of outstanding certificates, reflect
an improvement in the relationship between CE and future loss
expectations.  The downgraded classes and the classes placed on
Rating Watch Negative reflect deterioration in the relationship of
CE to future loss expectations and affect approximately $51.2
million of outstanding certificates.

The overcollateralization of all the transactions with negative
action is below the target amount.  The deteriorating relationship
of losses to excess spread in the trusts has put negative pressure
on the subordinate bonds.

Servicers for the aforementioned transactions include Litton Loan
Servicing, Option One Mortgage Corporation, HomEq Servicing
Corporation, and Wilshire Credit. Corp. (all four rated 'RPS1' by
Fitch), and Select Portfolio Servicing, Inc. (rated 'RPS2' by
Fitch.)

Fitch will continue to closely monitor these transactions.


MERRILL LYNCH: Fitch Lowers Rating on Three Certificates to B+
--------------------------------------------------------------
Fitch has taken rating these rating actions on the Merrill Lynch
Mortgage Investors Trust mortgage pass-through certificates listed
below:

Merrill Lynch Mortgage Investors, series 2005-SL1

    -- Class M2 affirmed at 'AA+';
    -- Class M3 affirmed at 'AA-';
    -- Class B1 affirmed at 'A+';
    -- Class B2 affirmed at 'A';
    -- Class B3 affirmed at 'A-';
    -- Class B4 downgraded to 'BBB' from 'BBB+';
    -- Class B5 downgraded to 'B+' from 'BB+'.

Merrill Lynch Mortgage Investors, series 2005-SL2

    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'A+';
    -- Class B1 affirmed at 'A-';
    -- Class B2 affirmed at 'BBB+';
    -- Class B3 affirmed at 'BBB';
    -- Class B4 affirmed at 'BBB-';
    -- Class B5 downgraded to 'B+' from 'BB+'.

Merrill Lynch Mortgage Investors, series 2005-SL3

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-';
    -- Class B4 rated 'BB+', placed on Rating Watch Negative;
    -- Class B5 downgraded to 'B+' from 'BB'.

Merrill Lynch Mortgage Investors, series 2005-NCA

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A+';
    -- Class B1 affirmed at 'A-';
    -- Class B2 affirmed at 'BBB+';
    -- Class B3 rated at 'BBB', placed on Rating Watch Negative;
    -- Class B4 rated at 'BBB-', placed on Rating Watch Negative;
    -- Class B5 rated at 'BB+', placed on Rating Watch Negative.

Merrill Lynch Mortgage Investors, series 2005-NCB

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-';
    -- Class B4 affirmed at 'BB+';
    -- Class B5 affirmed at 'BB'.

The underlying collateral for the transactions listed above
consists of fixed-rate, closed-end, second lien residential
mortgage loans on one- to four-family residential.  The mortgage
loans in Series 2005-SL1, 2005-SL2, and 2005-SL3 were originated
or acquired by various originators and subsequently purchased by
Merrill Lynch Mortgage Capital, Inc.  The mortgage loans in Series
2005-NCA and 2005-NCB were acquired by Merrill Lynch Mortgage
Capital, Inc. and Merrill Lynch Mortgage Lending, Inc. from NC
Capital Corporation (which in turn acquired them from New Century
Mortgage Corporation).

As of the March 2007 distribution date, the affirmations affect
approximately $886.7 million in outstanding certificates and
reflect adequate relationships of credit enhancement (CE) to
future loss expectations.  The downgraded classes and the classes
placed on Rating Watch Negative reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $108.6 million and $20 million in outstanding
certificates, respectively.

The above transactions were structured to have growing
overcollateralization.  Faster-than-expected prepayment rates and
rising interest rates have negatively impacted the generation of
excess spread and, in turn, the growth of OC.  It is unlikely that
OC will grow to targeted levels.  In addition to not growing to
the target amount, the OC for Series 2005-SL1, 2005-SL2, and 2005-
SL3 have all had consecutive months of deterioration in the last
year and for Series 2005-NCA the deterioration has been in the
past six months.

The servicer for all of the above transactions is Wilshire Credit
Corporation, rated 'RPS1' by Fitch.


MILLENNIUM INORGANIC: S&P Puts B+ Rating on Proposed $880MM Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Millennium Inorganic Chemicals.  The outlook is
stable.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $880 million senior
secured credit facilities, which will consist of a $100 million
first-lien revolving credit facility due 2012, a $550 million
first-lien term loan B due 2014, and a $230 million second-lien
term loan due 2014.  The first-lien facilities are rated 'B+' (one
notch above the corporate credit rating) with recovery ratings of
'1', indicating the expectation for full recovery of principal
(100%) in the event of default.  The second-lien term loan is
rated 'CCC+' (two notches below the corporate credit rating) with
a recovery rating of '5', indicating the expectation of negligible
(0%-25%) recovery of principal in the event of default.

Millennium Inorganic Chemicals is being acquired by The National
Titanium Dioxide Co. Ltd. from Lyondell Chemical Co.

"The ratings reflect the company's limited business diversity,
exposure to cyclical end markets and commodity product cycles,
mediocre operating margins in recent years, and weak cash flow
protection measures," said Standard & Poor's credit analyst Wesley
E. Chinn.

Mitigating factors include the company's good geographic
diversity, solid position in global titanium dioxide (TiO2)
markets, and Millennium being acquired by an industry player with
experience operating a very profitable TiO2 plant in the Middle
East.  Credit quality also incorporates the expectation that
increased capital expenditures during the next several years will
result in improved sales volume and operating income.

Millennium (with sales of roughly $1.4 billion) is the second-
largest global producer of TiO2, a white pigment used in paper,
plastics, and coatings.  The TiO2 sector, although mature and
characterized by limited growth, has slightly more attractive
business attributes than some other commodity chemicals because of
industry concentration (five producers account for more than 60%
of global capacity) and because raw material costs do not
fluctuate as much as those of oil- and natural gas-derived
chemical products.  Still, the financial performance of TiO2
producers can exhibit meaningful swings in profitability,
depending on economic conditions and the timing of new capacity
additions.  The company also derives moderate, but increasing
profitability from its performance chemicals segment, which
includes titanium tetrachloride (revenues are largely correlated
with titanium metal demand) and ultrafine TiO2.


NEW CENTURY: Three Parties Balk at Rejection of 153 Leases
----------------------------------------------------------
Three parties delivered their objections to the U.S. Bankruptcy
Court for the District of Delaware regarding New Century Financial
Corporation and its debtor-affiliates' motion to reject:

   -- 45 unexpired nonresidential real property leases effective
      April 2, 2007; and

   -- 108 unexpired nonresidential real property leases effective
      April 30, 2007.

                         Mills Enterprises

Mills Enterprises, LLC, asks the Court to require the Debtors to
remove certain equipment left at a property it leased to the
Debtors.

The Debtors seek to reject, effective as of April 2, 2007, a
lease for nonresidential real property located at 7401 104th
Avenue, in Kenosha, Wisconsin.  Although Debtors have vacated the
premises, they have left thousands of dollars worth of office
equipment and furniture behind.

Brian A. Sullivan, Esq., at Werb & Sullivan, in Wilmington,
Delaware, asserts that Mills Enterprises should not be required
to remove the equipment at its own expense.  It is well settled
that a rejection of a lease does not rescind the substantive
rights and obligations of the parties as set forth in the lease,
Mr. Sullivan notes, citing Cinicola v. Scharffenberger, 248 F.3d
100, 188 at n.8 (3rd Cir.2001).

Mills Enterprises submits that the effective date of the Lease's
rejection should be the date that the equipment is removed from
the premises.  Mills Enterprises also seeks entitlement to an
administrative expense claim for the cost of storage of the
equipment and subsequent expenses associated with its removal.

                           RBC Mortgage

RBC Mortgage Company, RBC Holdco Corporation, and New Century
Financial Corporation entered into a sale of certain assets on
Sept. 2, 2005, which includes the assignment of real and personal
property leases.  RBC is liable for 26 of the real property
leases assigned as part of the transaction.

On April 2, 2007, the Debtors moved to reject certain unexpired
leases of nonresidential real property, including 15 RBC leased
premises located at:

* 5555 Tech Center Drive #100, Colorado Springs, Colo.
* 17107 Chesterfield Airport Rd. Suite 140, Chesterfield, Mo.
* 6100 Lake Forest Drive Suite 350, Atlanta, Ga.
* 201 Mission Street, Suite 1300, San Francisco, Calif.
* Valencia Town Center I 24300 Town Cent Drive, Valencia, Calif.
* 4250 E. Camelback Road Suite K190, Phoenix, Ariz.
* 707 Richards Street Suite PH 3, Honolulu, Hawaii
* 12813 Flushing Meadows Drive Suite 170 Town & Country, Mo.
* Gainey Ranch Financial Center I & II 7373, East Doubletree
     Ranch, Scottsdale, Ariz.
* 500 Peterson Road Libertyville, Ill.
* 3131 Camino Del Rio North Suite 860, San Diego, Calif.
* 11235 SE 6th Street-Bldg A- Suite 130, Bellevue, Wash.
* 6565 Americas Parkway Suite 620, Albuquerque, N.M.
* 7401 104th Avenue Suite 160, Kenosha, Wis.
* 4700 42nd Avenue SW Suite 580, Seattle, Wash.

RBC notes that a reasonable reading of the Debtors' request to
approve procedures for the sale of their Loan Origination
Platform Assets indicates that Leases are part of the assets
subject to the sale.

Francis A. Monaco, Jr., Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, relates that RBC has repeatedly asked
Debtors' counsel to identify which, if any, of the leases slated
for rejection are also to be considered for sale under the
bidding procedures, but the Debtors have not been able to clarify
this issue.  The Debtors cannot be permitted to seek early
rejection of assets that they are marketing for sale, Mr. Monaco
asserts.

RBC is also the assignee of 196 personal property leases for
copiers, faxes and other equipment as part of the Sept. 2, 2005
transaction.  The assignment of personal property includes leases
with GE Capital, Danka Office Imaging, CIT Technology Services,
Inc., De Lage Landen, Wells Fargo, Ikon Financial Services, Ricoh
Americas Corp. and US Bank.

The property subject to the assignment is believed to be located
in more than 40 locations leased by the Debtors, and RBC does not
know where the Debtors have located or relocated the personal
property.

Mr. Monaco notes that the Debtors have not identified any
personal property located in the leased premises, failed to
notify RBC as assignor of the personal property located in the
real property leases slated for rejection, and failed to provide
RBC with an opportunity to retrieve the personal property subject
to the lease assignments.

                        Canpro Investments

Canpro Investments, Ltd., is the landlord to a lease between
Debtor Home 123 Corporation and RBC Mortgage Company.  RBC
assigned its rights to Canpro subsequent to the execution of the
lease.

The lease covers certain nonresidential teal property located at
621 NW 53rd Street, Suite 600, Boca Raton, Florida.  The current
monthly rental is $35,753.  The Lease does not expire, by its
terms, until Nov. 30, 2009.

Canpro does not object to the rejection of the Lease.  However,
Canpro objects to the nunc pro tunc rejection of the Lease.

Robert F. Reynolds, Esq., at Slatkin & Reynolds, P.A., in Fort
Lauderdale, Florida, relates that although the Debtors may not be
using the premises to conduct business, the Debtors' furniture,
files, computers, office supplies and other personal property
have remained on the premises for some time.

Mr. Reynolds tells the Court that Canpro is currently unable to
relet the premises as the Debtors' personal property continues to
occupy the space.  Canpro has attempted to mitigate its damages
by taking steps to relet the premises but cannot relet them until
the Debtors remove the personal property.

In addition, according to Mr. Reynolds, as long as the Debtors do
not remove the personal property left at the premises, Canpro is
entitled to rent as an administrative expense of the estate
pursuant to Sections 503(b)(I)(A) of the Bankruptcy Code.

                          Debtors' Motion

In their motion, the Debtors told the Court that they are in the
process of exiting non-core and unprofitable locations, returning
unnecessary equipment and terminating burdensome contracts to
minimize costs and strengthen their business.

The locations at the premises encompassed by the 45 Rejected
Leases are no longer operational and to reduce losses, the
Debtors have already ceased possession of the properties subject
to those leases, Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors' proposed
counsel, said.  The Debtors are also in the process of
vacating the properties subject to the 108 Rejected Leases,
Mr. Collins added.

Based on current market conditions, it would be difficult if not
impossible for the Debtors to recruit tenants to sublease the
spaces, even if they were offered to prospective tenants at
substantially lower rental rates than those currently due under
the leases, Mr. Collins explained.

If the leases aren't rejected, the Debtors will incur substantial
amounts of rent and other charges without commensurate benefit to
their estates, Mr. Collins said.  The aggregate monthly rent due
under the 45 Leases is in excess of $335,700, and the aggregate
monthly rent due under the 108 Leases is in excess of $516,700.

A schedule of the 45 Leases is available at no charge at:

               http://researcharchives.com/t/s?1d4d

A schedule of the 108 Leases is available at no charge at:

               http://researcharchives.com/t/s?1d4e

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


NEW CENTURY: 5 Parties Balk at Sale of Loan Origination Platform
----------------------------------------------------------------
Five parties filed with the U.S. Bankruptcy Court for the District
of Delaware their objections to New Century Financial Corp. and
its debtor-affiliate's motion to sell assets related to their loan
origination platform through an auction.

(1) U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
contends that the Debtors' request does not provide sufficient
information for the U.S. Trustee to determine whether a consumer
privacy ombudsman needs to be appointed to protect personally
identifiable information about individuals.  Given that there is
little detail in the Debtors' request regarding the assets that
comprise the Loan Origination Platform, it is unclear whether
customer lists or other assets containing personally identifiable
information are proposed to be sold, U.S. Trial Attorney Joseph
J. McMahon, Jr., Esq., explains.

The U.S. Trustee will report to the Court on this issue at the
hearing and, to the extent necessary, the related matter of
whether a consumer privacy ombudsman should be appointed,
Mr. McMahon relates.

The U.S. Trustee notes that Section 363(o) of the Bankruptcy Code
provides that notwithstanding Section 363(f), if a person
purchases any interest in a consumer credit transaction that is
subject to the Truth in Lending Act or any interest in a consumer
credit contract, and if the interest is purchased through a sale
under Section 363, then that person will remain subject to all
claims and defenses that are related to the consumer credit
transaction or the consumer credit contract, to the same extent
as the person would be subject to the claims and defenses of the
consumer had the interest been purchased at a sale outside of
Section 363.

The U.S. Trustee maintains that the Debtors do not clearly state
whether they propose to sell any interests in either consumer
credit transactions that are subject to TILA or interests in
consumer credit contracts.  To the extent that they are, the U.S.
Trustee asserts that the sale order should acknowledge that the
proposed sale will not be free and clear of claims and defenses
that are related to a consumer credit transaction subject to TILA
or any consumer credit contract as defined by Section 363(o).

(2) GE Capital

General Electric Capital Corp. seeks assurance that it is fully
and completely protected in connection with any attempt by the
Debtors to sell or otherwise use the assets that are pledged as
collateral to GE Capital or that are being leased by GE to any of
the Debtors.

Pursuant to, among other things, a Master Security Agreement
dated as of Feb. 18, 2004, as amended, and various recorded
financing statements, GE Capital is a secured creditor of Debtors
New Century Mortgage Corp., New Century Financial Corp. and New
Century TRS Holdings, Inc.

GE is also a lease creditor of the Debtors New Century Financial,
New Century Mortgage and Home 123 Corp. pursuant to certain
master lease agreements of certain equipment.

Michael G. Gallerizzo, Esq., at Gebhardt & Smith LLP, in
Wilmington, Delaware, relates that, aside from failing to provide
protections to GE Capital, the Debtors' request is both
procedurally and legally deficient.

Mr. Gallerizzo notes that, while the Debtors are initially asking
the Court to approve bidding procedures with respect to the
proposed sale of their Loan Origination Platform, they are also,
prematurely, asking approval of any sale.  He asserts that any
consideration of the sale of the Loan Origination Platform should
only take place at the sale hearing scheduled for May 15, 2007.

Mr. Gallerizzo also notes that the Debtors failed to identify the
tangible assets of the Debtors that are to be sold.   The Debtors
had stated that Loan Origination Platform consists of, among
other things, "supporting infrastructure such as proprietary
technology and risk management practices and other physical
assets upon which it is based."  GE Capital is concerned that
some or all of these assets may serve as collateral for the
obligations due and owing to GE by New Century Mortgage, New
Century Financial or New Century TRS or may be assets, which GE
is leasing to New Century Mortgage, New Century Financial or Home
123 Corp.  GE Capital wants the Debtors to identify the tangible
assets they intend to sell.

Moreover, Mr. Gallerizzo points out, the Debtors fail to provide
creditors with an adequate opportunity to object to the sale.  He
notes that the deadline to object to the sale is on May 10, the
same day the auction is scheduled.  Creditors would not be given
an adequate opportunity to review the auction itself, as well as
the sale price, prior to the expiration of the time to object.

Mr. Gallerizzo further points out that the Debtors propose a
transaction, which involves a sale of various assets without
requiring that following the auction of same and prior to the
deadline for creditors to object to the sale, that there will be
an allocation of the proceeds of the sale to the assets sold.
Under this scenario, he says, secured creditors will be left
following the auction to guess how much their collateral sold for
and how much they can expect to receive from the sale
transaction.

GE Capital wants the Court to prohibit commencement of the sale
process where the Debtors do not afford each of the secured
creditors following the auction, but prior to the deadline to
object to the sale, specific and detailed information as to the
dollar amounts they will receive from the sale, so that each
creditor can make its own determination prior to the objection
deadline whether or not the proposed dollar amount to be remitted
to it is fair and reasonable.

GE Capital further notes that the Debtors have sought to move
this sale forward on an extremely expedited basis.  The proposed
procedures, however, provide that, the Debtors will (i) inform
counterparties of contracts to be assumed and assigned to the
bidder within three days after the Court enters the Bidding
Procedures, (ii) advise counterparties of any cure amounts
associated with the assumption and assignment of any contract or
lease, within 15 days prior to the Sale Hearing.  In view of the
expedited nature of the sale, GE Capital asks the Court require
the Debtors to immediately notify lessors as to whether or not
their leases will be assumed as part of the sale and if so, the
cure amounts proposed to be paid to the lessors as part of the
sale.

GE Capital also complains that the Bidding Procedures effectively
negate its credit-bid rights under Section 363(k) of the
Bankruptcy Code.  Mr. Gallerizzo notes that the Debtors
contemplate bids being made for all of the assets to be sold and
do not provide a mechanism for secured creditors to bid on the
specific assets against which they hold liens.  By structuring
the bidding procedures in this manner, GE Capital is not allowed
an effective way to exercise its credit bid rights.

(3) Positive Software

Positive Software Solutions, Inc., developed and owns a software
application and data storage system known as LoanForce, which is
used by mortgage lenders to market mortgage loan products and to
otherwise facilitate originating mortgage loans.  Positive
Software granted New Century Mortgage Corporation a non-exclusive
license of LoanForce, pursuant to a license agreement.

In February 2003, Positive Software charged New Century for
breach of the License Agreement, theft, and conversion of, and
infringement on, Positive Software's copyrights and trade
secrets.  Positive Software sued New Century in the federal
district court for the Northern District of Texas for monetary
damages and injunctive relief.

The License Agreement expired at the end of 2002.  During
license renewal negotiations, Positive Software relates, New
Century was preparing to steal the software product by reverse
engineering LoanForce and incorporate much of LoanForce in an
alleged proprietary software platform.

The Texas District Court issued a preliminary injunction against
New Century and a protective order in favor of Positive Software.
Both of those orders are still in effect, and the essence of
those rulings prohibits New Century from using LoanForce and a
number of other software products on the grounds that the use of
all the software products posed a substantial likelihood of
copyright infringement and other violations of Positive
Software's intellectual property rights.  The Texas District
Court has also found that New Century knowingly and repeatedly
violated the terms of its injunction and protective orders, and
that Positive Software has a substantial likelihood of success on
the merits of its infringement and related claims against New
Century.

Positive Software says New Century will no doubt claim that its
current loan origination software program is untainted by
LoanForce.  Positive Software contends that New Century's past
conduct and the Texas District Court's own orders, however, leave
little doubt that New Century's current system is derived from
LoanForce and violates Positive Software's copyrights.

Therefore, Positive Software objects to any attempt by the
Debtors to convey intellectual property assets as part of the
sale of the loan origination platform free from Positive
Software's rights.  Any order approving of bid procedures and any
subsequent order approving of a sale of the Debtors' loan
original platform should clarify that any software license or
other intellectual property rights conveyed remain subject to
Positive Software's rights to protect its copyrights and other
intellectual property.

Positive Software also objects to the use of any infringing
software in the data room to be established by the Debtors and
their financial advisors.  As a requisite of permitting the
establishment of a data room, Positive Software wants reasonable
opportunity prior to the establishment of the data room to
analyze the software to be used and to bring an action to enjoin
the use or seek an administrative claim for damages.

(4) GMAC, et al.

GMAC Commercial Finance LLC, Countrywide Home Loans, Inc.,
Countrywide Financial Corporation, Countrywide Warehouse Lending,
Countrywide Securities Corporation, and Countrywide Bank point
out that there is no list of the assets to be sold, no buyer for
the assets, and no proposed asset purchase agreement setting
forth the material terms and conditions under which the Asset
would be transferred to a buyer.  GMAC, et al., contend that
certain aspects of the proposed bidding procedures and the overly
expedited nature of the sale process will not maximize value to
the Debtors' estates and their creditors.

Each of the Countrywide Creditors was engaged in prepetition
relationships with one or more of the Debtors relating to the
purchase or sale of whole loans and securities or transactions
through Countrywide's correspondent lending division, William E.
Chipman, Jr., Esq., Esq., at Edwards Angell Palmer & Dodge LLP,
in Wilmington, Delaware, says.

GMAC CF made a prepetition loan to New Century Mortgage
Corporation, New Century TRS Holdings, Inc. and New Century
Financial Corporation for the purpose of funding the acquisition
and development of software and hardware that operates the
Debtors' loan originations.  That loan is secured by collateral
that consists of certain software and hardware, among other
things, Mr. Chipman adds.

GMAC, et al., assert that the best way to maximize the potential
value that can be recovered for the Debtors' estates through the
auction process is to:

   -- fully and completely market the Assets; and

   -- allow bidders ample time to evaluate the Assets and submit
      bids.

The proposed bidding procedures should also allow the Debtors to
accept bids in whole or in part, without requiring that every
bidder take the entirety of the Assets, GMAC, et al., assert.

(5) RBC

In September 2005, RBC Mortgage Company, RBC Holdco Corporation
and New Century Financial Corporation entered into an agreement
of sale for certain assets and assumption of liabilities.  The
Agreement includes the assignment of real and personal property
leases to New Century.  RBC is liable for 26 of the real property
leases and in excess of 196 personal property leases for copiers,
faxes and other office equipment.  The buyout for the personal
property leases is approximately $1,800,000.

The personal property lessors under the Agreement include, but
may not be limited to, GE Capitol, Danka Office Imaging, CIT
Technology Financial Services, Inc., Key Equipment Finance, Canon
Financial Services, Inc., DeLage Landen, Wells Fargo, IKON
Financial Services, Ricoh Americas Corporation and US Bank.

The 26 nonresidential real property leases and more than 196
personal property leases that were the subject of the Agreement
are believed to be part of the proposed sale of the Debtors' Loan
Origination Platform business, however, none of the real property
leases or personal property leases are identified in the Debtors'
request or proposed sale procedures, Rachel B. Mersky, Esq., at
Monzack and Monaco, P.A., in Wilmington, Delaware, tells the
Court.

Ms. Mersky contends that the Debtors must identify the personal
property and real property leases and assignments of leases that
are to be included in the sale.  Without notice, any bidder would
not have adequate notice of liabilities being assigned and
parties-in-interest would not have notice an opportunity to
object to adequate assurance.

The Debtors must be required to identify leased equipment by
lessor and by assignor of the lease, Ms. Mersky adds.  In
addition, all assignors must be given adequate notice and an
opportunity to object, she says.

Ms. Mersky relates that the RBC leased personal property is
located in more than 40 separate facilities maintained by the
Debtors and there must be a reasonable procedure to identify the
assignor of equipment in each of the leased premises to provide
lessors and assignors of leases, including RBC, an adequate
opportunity to protect its interests in the property.  Sufficient
notice must be provided to remove equipment in leased premises
when the lease is determined to be rejected, she adds.

                         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 Nos. 6 and 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


NORTHWEST AIRLINES: Inks Tentative CBA with AFA on $182MM Claims
----------------------------------------------------------------
Northwest Airlines Corp. reached a tentative contract agreement
with its flight attendants, represented by the Association of
Flight Attendants-CWA.

"Over the past several days, we have engaged in many hours of
intense negotiations with the AFA on a new collective bargaining
agreement," Mike Becker, Northwest Airlines senior vice president-
human resources and labor relations, said.  "We are pleased to
have reached this tentative agreement, which would give our flight
attendants a $182 million unsecured claim in the airline's
bankruptcy."

The tentative agreement will be submitted to the AFA's Northwest
Master Executive Council.  The MEC will decide whether to allow
flight attendants to vote on the agreement.

"The agreement also includes additional contract modifications
that Northwest believes will improve the flight attendants' work
environment," Becker continued.  "Finally, this agreement allows
us to continue to achieve the required $195 million in cost
savings needed from our flight attendants.

"A ratified agreement would allow our flight attendants, along
with our other contract and salaried employees, to participate
fully in Northwest's profit sharing programs."

During the period of the airline's business plan, which runs
through 2010, all contract employees and non-executive salaried
employees are expected to receive approximately $1.6 billion in
distributions through unsecured claims, profit sharing and a
performance incentive plan.

The tentative contract agreement with the AFA will not impact the
timetable for the airline's planned emergence from Chapter 11
protection.  Assuming final creditor and court approvals,
Northwest expects to complete its restructuring in June of this
year.

                     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.


NUVOX INC: S&P Affirms B- Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit rating on privately owned Greenville, South Carolina-based
NuVox Inc., a competitive local exchange carrier.

At the same time, S&P assigned a 'B-' bank loan rating to its
funding conduits Gabriel Communications Finance Co. and NuVox
Transition Subsidiary LLC's $260 million first-lien credit
facilities.  A recovery rating of '5' was also assigned,
indicating S&P's expectation of negligible (0%-25%) recovery of
principal in the event of a payment default or bankruptcy.

The corporate credit rating was also removed from CreditWatch,
where it had been placed with developing implications on March 21,
2007, after NuVox announced a definitive agreement to acquire
Florida Digital Network, a CLEC.  The outlook is positive.

Borrowings under the bank loan will be used to refinance existing
debt, including debt of FDN, as well as fund a $130 million
special dividend to shareholders.

"The positive outlook reflects our belief that the company has
good prospects to generate positive levels of net free cash flow
as early as 2008," said Standard & Poor's credit analyst Catherine
Cosentino.  Therefore, if the company can accomplish the
integration synergies from the FDN purchase, maintain a capital
structure similar to the current one, and demonstrate that it is
on track to generate positive net free cash flow within a year,
the ratings could be raised.

The rating on NuVox reflects its vulnerable business position and
aggressive financial profile.  NuVox's business risk is very high
as a CLEC facing competitive threats from the much larger,
financially stronger incumbent telephone company AT&T Inc.


OCCAM NETWORKS: Faces Nasdaq Delisting Due to Late 10-K Filing
--------------------------------------------------------------
Occam Networks Inc. received a notice from the Nasdaq Stock Market
on April 18, 2007, stating that Occam is not in compliance with
NASDAQ'S Marketplace Rule 4310(c)(14) because Occam has not timely
filed its Report on Form 10-K for the fiscal year ended Dec. 31,
2006.  As a result of the filing delay, NASDAQ will broadcast an
indicator over its market data dissemination network noting
Occam's non-compliance.  The presence of an indicator does not
constitute a trading halt or delisting.

Occam has delayed the filing of its Form 10-K for the fiscal year
ended Dec. 31, 2006 because its Audit Committee is reviewing
Occam's commitments to provide customers with software, hardware
and software maintenance, upgrades, training, and other services
in connection with customers' purchases of Occam's network
equipment.  Occam is working diligently to complete this review
and to file its Form 10-K for the fiscal year ended Dec. 31, 2006.

Occam has requested a hearing before a NASDAQ Listing
Qualifications Panel for continued listing on The NASDAQ Global
Market.  This appeal resulted in an automatic stay of the
delisting and Occam's common stock will remain listed on The
NASDAQ Global Market pending a decision by the Listing
Qualifications Panel.

Based in Santa Barbara, California, Occam Networks Inc.
(OTCBB:OCNW) -- http://www.occamnetworks.com/-- develops and
markets innovative Broadband Loop Carrier networking equipment
that enable telephone companies to deliver voice, data and video
services.  Based on Ethernet and Internet Protocol technologies,
Occam's equipment allows telecommunications service providers to
profitably deliver traditional phone services, as well as advanced
voice-over-IP, residential and business broadband, and digital
television services through a single, all-packet access network.

As of Sept. 24, 2006, the company's balance sheet showed a
stockholders' deficit of $16,276,000.


OWNIT MORTGAGE: Rejection of Unexpired Leases & Contracts Okayed
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District
of California gave Ownit Mortgage Solutions Inc. authority to
reject its unexpired leases and executory contracts.

As reported in the Troubled Company Reporter on April 11, 2007,
the Debtor told the Court that in light of the closing of all of
its office locations with the exception of its headquarters, it
does not need the leases and contracts going forward.

The Debtor explained that rejection of the leases and contracts
will eliminate the possibility of exposure to further
administrative expense claims.

Further, the Debtor said that none of the leases and contracts had
any value to the estate.  Due to the type of equipment leased and
the services delivered, the Debtor concluded that the expense
involved in attempting to market the agreements and assuming and
assigning them would outstrip any possible value in the
agreements.

A list of the unexpired leases and executory contracts is
available for free at http://ResearchArchives.com/t/s?1cee

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.  The Debtor's exclusive period to file a chapter
11 plan expires today, April 27, 2007.


OWNIT MORTGAGE: Court Approves Trumbull Group as Claims Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Ownit Mortgage Solutions Inc. permission to employ Trumbull
Group LLC dba Wells Fargo Trumbull as its claims, noticing,
balloting and disbursing agent.

The firm is expected to:

     a. prepare and serve required notices in this Chapter 11
        case, including:

        i. notices of any hearings on a disclosure statement and
           confirmation of a plan or plans of reorganization or
           liquidation; and

       ii. other miscellaneous notices as the Debtor or Court
           may deem necessary or appropriate for an orderly
           administration of this Chapter 11 case.

     b. file with the clerk's office a certificate or affidavit of
        service within five business days after the service of a
        particular notice, including:

        i. a copy of the notice served;

       ii. an alphabetical list of persons on whom the notice was
           served, along with their address; and

      iii. the date and manner of service;

     c. maintain copies of all proofs of claim filed in this case;

     d. maintain an official claims register in this case by
        docketing all proofs of claim in a claims database that
        includes the following information for each claim
        asserted:

        i. the name and address of the claimant and any agent
           thereof, if the proof of claim was filed by an agent;

       ii. the date the proof of claim was received by the firm
           and the Court;

      iii. the claim number assigned to the proof of claim;

       iv. the asserted amount and classification of the claim;

        v. implement necessary security measures to ensure the
           completeness and integrity of the claims register;

       vi. transmit to the clerk's office a copy of the claims
           register on a weekly basis, unless requested by the
           clerk's office on a more or less frequent basis;

      vii. maintain an up-to-date mailing list for all entities
           that have filed proofs of claim and make a list
           available on request to the clerk's office or any party
           in interest;

     viii. provide access to the public examination of proofs of
           claims filed in this case without charge during regular
           business hours;

       ix. record all transfers of claims pursuant to Fe. R.
           Bankr. P. 3001(e) and provide notice of the transfers
           as required by Rule 3001(e), if directed to do so by
           the Court;

        x. comply with applicable federal, state, municipal and
           local statues, ordinances, rules, regulations, orders
           and other requirements;

       xi. provide temporary employees to process claims, as
           necessary;

      xii. promptly comply with further conditions and
           requirements as the clerk's office or the Court may at
           any time prescribe; and

     xiii. provide other claims processing, noticing, balloting,
           and relating administrative services as may be request
           from time to time by the Debtor.

In addition, the firm is expected to assist, among other things:

     a. the reconciliation and resolution of claims;

     b. the preparation, mailing and tabulation of ballots of
        certain creditors for the purpose of voting to accept or
        reject a plan or plans of reorganization or liquidation;

     c. the disbursement of funds to creditors.

The Debtor tells the Court that the firm has agreed to provide
services at its regular hourly rates ranging between $55 and $295.

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

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.  The Debtor's exclusive period to file a chapter
11 plan expires today, April 27, 2007.


OWNIT MORTGAGE: Selects John Associates as Compensation Advisor
---------------------------------------------------------------
Ownit Mortgage Solutions Inc. asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ John
Associates Inc. as its compensation advisor.

The firm will:

     a. analyze, advise and consult with the Debtor with respect
        to the postpetition compensation of its executives and
        employees;

     b. assist the Debtor, as necessary, in any potential disputes
        or litigation with respect thereto and, if necessary and
        if so selected by the Debtor, provide expert testimony at
        deposition and hearings related thereto;

     c. advise the Debtor, as necessary, on other compensation and
        incentive or stay bonus related matters; and

     d. render their other advisory services as determined
        necessary by the Debtor.

The firm tells the Court that it incurred approximately $1,987 in
fees and $263 in expenses for the engagement as of April 3, 2007.

The firm's professionals and their standard hourly rates are:

     Professional                Hourly Rate
     ------------                -----------
     Jeffrey Visithpanich            $300

     Alan Johnson                    $575

     Staff and Associates          $155-$300

Jeffrey Visithpanich, principal of the firm, assures the Court the
firm does not hold any interest adverse to the Debtor's estate and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Mr. Visithpanich can be reached at:

     Jeffrey Visithpanich
     Principal
     Johnson Associates Inc.
     19 W. 44th Street, Suite 511
     New York, NY 10036
     Tel: (212) 221-7400
     Fax: (212) 221.3191
     http://www.johnsonassociates.com/

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.  The Debtor's exclusive period to file a chapter
11 plan expires today, April 27, 2007.


PHH MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certificates
----------------------------------------------------------------
PHH Mortgage Capital LLC mortgage pass-through certificates,
series 2007-2, are rated by Fitch as:

    -- $155,271,118.00 classes A-1, A-2, A-3, and A-4, R-I, R-II
       (publicly offered senior certificates) and A-5 and A-6
       (privately offered senior certificates)'AAA';

    -- $7,515,783.00 privately offered class B-1 'AA';
    -- $908,501.00 publicly offered class B-2 'A';
    -- $578,137.00 publicly offered class B-3 'BBB';
    -- $330,364.00 privately offered class B-4 'BB';
    -- $330,364.00 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.55% privately offered class B-1,
0.55% publicly offered class B-2, 0.35% publicly offered class B-
3, 0.20% privately offered class B-4, 0.20% privately offered
class B-5, and 0.15% privately offered class B-6 (which is not
rated by Fitch).  Fitch believes the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1-' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 270 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date (April 1, 2007), the mortgage
pool has an aggregate principal balance of approximately
$165,182,041, a weighted average original loan-to-value ratio
(OLTV) of 72.16%, a weighted average coupon (WAC) of 6.2285%, a
weighted average remaining term (WAM) of 356 months, and an
average balance of $611,785.  The loans are primarily located in
California (27.89%), New Jersey (6.31%) and Florida (5.73%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

William J. Mayer Securities, LLC acted as Agent for PHH Mortgage,
structuring and underwriting this deal. Citibank N.A. will serve
as Trustee.  For federal income tax purposes, an election will be
made to treat the trust fund as two real estate mortgage
investment conduits.


RADNOR HOLDINGS: Wants Exclusive Plan Filing Date Moved to July 17
------------------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend:

   a) until July 17, 2007, the exclusive period wherein the
      Debtors can file a plan of reorganization; and

   b) until Sept. 15, 2007, the period wherein the Debtors can
      solicit acceptances of that plan.

The Debtors explain that they need additional time to file a plan
because in the course of their bankruptcy cases, they had devoted
substantial time and efforts to consummating the sale of
substantially all of their assets to TR Acquisition Co. Inc. for
$95 million, based on a timeframe permitted by the terms of the
Debtors' bankruptcy financing and the liquidity needs of their
businesses.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Assumes & Assigns CIT Contract to TR Acquisition
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Radnor Holdings Corporation and its debtor-affiliates to assume
and assign an executory contract with CIT Group/Equipment
Financing Inc.

TR Acquisition Co. LLC, the Debtors' purchaser, acquired certain
rights to designate executory contracts and unexpired leases for
assumption, assignment, or rejection, pursuant to a Court-approved
November 2006 sale of substantially all of the Debtors' assets to
the purchaser.  The purchaser required the Debtors to assume the
CIT Contract and assign it to TR Acquisition.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Can Assume & Assign Carolina Drive Lease to TRA
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Radnor Holdings Corporation and its debtor-affiliates to assume
and assign an unexpired lease of non-residential real property
located at 1250 Carolina Drive, West Chicago, Illinois.

Upon the recommendation of their purchaser, TR Acquisition Co.
LLC, the Debtors will assume the Carolina Drive lease and assign
the property to the purchaser.  TR Acquisition obtained certain
rights to designate executory contracts and unexpired leases for
assumption, assignment, or rejection, pursuant to a Court-approved
sale of substantially all of the Debtors' assets to the purchaser,
which closed on November 2006.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RANGE RESOURCES: Completes Public Offering of 8.05 Million Shares
-----------------------------------------------------------------
Range Resources Corporation closed its public offering of
8.05 million shares of its common stock at a price of $36.28 per
share.  This includes the purchase by the underwriters of an
additional 1.05 million shares of common stock to cover over-
allotments.  As a result of the public offering, Range now has
147.7 million shares of common stock outstanding.

Range intends to use the net proceeds from the offering to fund
acquisitions.  Pending such use, the funds will be used to pay
down a portion of the outstanding balance of Range's senior credit
facility.

The offering was being led by J.P. Morgan Securities Inc. and
Credit Suisse Securities (USA) LLC as joint book-runners.  Co-
managers in the underwriting group were Deutsche Bank Securities
Inc.; Friedman, Billings, Ramsey & Co., Inc.; Morgan Stanley & Co.
Incorporated; Raymond James & Associates, Inc.; Johnson Rice &
Company L.L.C.; KeyBanc Capital Markets Inc.; BMO Capital Markets
Corp.; Calyon Securities (USA) Inc.; Fortis Securities LLC;
Natexis Bleichroder Inc.; Pickering Energy Partners, Inc.; RBC
Capital Markets Corporation; Simmons & Company International; and
SunTrust Capital Markets, Inc.

Headquartered in Forth Worth, Texas, Range Resources Corporation
(NYSE:RRC) -- http://www.rangeresources.com/-- is an independent
oil and gas company operating in the Southwestern, Appalachian and
Gulf Coast regions of the United States.  The Company pursues a
balanced growth strategy that targets exploitation of its sizeable
inventory of lower risk development drilling locations with higher
potential exploration projects and a complementary acquisition
effort.  Range seeks to manage risk in every aspect of its
business while generating attractive returns.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2006,
Moody's Investors Service confirmed the ratings for Range
Resources Corp. but changed the outlook to positive.

The confirmed ratings are Range's Ba3 corporate family rating, the
Ba3 probability of default rating, and the B1 and LGD5, 76%
ratings on the senior subordinated notes.


RESIDENTIAL ASSET: Poor Performance Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of mortgage pass-through certificates issued by five
Residential Asset Securitization Trust series.  Also, the ratings
on three classes from three Residential Asset Securitization
Trust transactions were placed on CreditWatch with negative
implications.  At the same time, the ratings on the remaining
certificate classes from these and other Residential Asset
Securitization Trust transactions were affirmed.

The upgrades reflect increased current and projected credit
support percentages that are sufficient to support the higher
ratings.  Current credit support ranges from 0.73% to 7.51%, at
least 2x the loss coverage levels associated with the higher
rating levels.  Credit support includes subordination,
overcollateralization, and excess interest.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing the affected transactions.  The
transactions were issued during the first half of 2006.  The
percentage of loans in these pools that are severely delinquent
(90-plus days, foreclosure, and REO) are: 3.34% for series 2006-E,
3.51% for series 2006-H, and 3.94% for series 2006-D.  Losses
range from zero to 0.01% (series 2006-D).

These transactions have not experienced significant losses.
Placing S&P's ratings on CreditWatch when a transaction has not
experienced a loss represents a new methodology derived from S&p's
normal practice.  The combination of early high delinquencies and
minimal or no loss experience had not been seen in the performance
exhibited by prior vintages.  Because there have been no
substantial cumulative realized losses, we measured deal
performance against the stressed time to disposition of the loans
and a reinstatement rate assumption of zero for all severely
delinquent loans.

The three transactions may be showing weakness because of
origination issues, such as aggressive residential mortgage loan
underwriting, first-time home-buyer programs, piggyback second-
lien mortgages, speculative borrowing for investor properties, and
the concentration of affordability loans.

The subordinate ratings being placed on CreditWatch from these
three transactions were issued during the first half of 2006,
before S&P raised its loss coverage levels for loans with the
layered risks mentioned above.  Standard & Poor's consecutively
raised the 'BBB' loss coverage levels for transactions issued from
the first through fourth quarters of 2006.  The average quarterly
'BBB' loss coverage levels during the year were as follows: 7.36%
in the first quarter, 7.83% in the second quarter, 12.10% in the
third quarter, and 12.70% in the fourth quarter.  The extent to
which the high levels of severely delinquent mortgage loans result
in increased levels of actual realized losses will ultimately
determine the extent of future rating actions on these
transactions and others in the 2006 vintage.

Standard & Poor's will continue to closely monitor the performance
of these transactions. Over the next three months, S&P will
monitor the losses incurred as a result of the liquidation of REO
assets.  If these losses are material, and if delinquencies
continue at their present pace, S&P would expect to lower its
ratings up to three notches depending on individual performance.
Conversely, if the delinquency rates decline and substantial
cumulative losses are not realized, S&P will affirm the ratings
and remove them from CreditWatch negative.

Additionally, Standard & Poor's has determined that the
CreditWatch placements affecting the ratings on these RMBS
tranches will have no impact on outstanding CDO ratings.

The affirmations reflect the adequate credit support currently
available to protect these classes from actual and projected
losses.

As of the March 25, 2007, remittance period, the total delinquency
rates for the current pool balances ranged from 1.34% (series
2003-L) to 11.43% (2006-H), and cumulative losses, as a percentage
of the original trust balances, ranged from 0.00% (various series)
to 0.30% (1999-C).


                          Ratings Raised

               Residential Asset Securitization Trust

                                              Rating
                                              ------
            Trust      Series    Class     To       From
            -----      ------    -----     --       ----
            2002-A13   2002-M    B-2       AA       A+
            2002-A13   2002-M    B-3       A        BBB+
            2002-A14J  2002-N    B-3       A+       A
            2002-A16   2002-P    B-1       AA+      AA
            2002-A16   2002-P    B-2       AA       A
            2002-A16   2002-P    B-3       A-       BBB
            2003-A1    2003-A    B-1       AA+      AA
            2003-A1    2003-A    B-2       AA       A
            2003-A1    2003-A    B-3       A        BBB
            2003-A2    2003-B    B-1       AA+      AA
            2003-A2    2003-B    B-2       AA-      A


               Ratings Placed on Creditwatch Negative

               Residential Asset Securitization Trust

                                              Rating
                                              ------
      Trust       Series    Class     To                  From
      -----       ------    -----     --                  ----
      2006-A4IP   2006-D    B-5       B/Watch Neg         B
      2006-A8     2006-H    B-9       B/Watch Neg         B
      2006-A5CB   2006-E    B-5       B/Watch Neg         B


                         Ratings Affirmed

                Residential Asset Securitization Trust

   Trust      Series         Class                         Rating
   -----      ------         -----                         ------
   1999-A3    1999-C         A-1, PO, X, B-1, B-2          AAA
   1999-A3    1999-C         B-3                           AA
   2000-A6    2000-F         X                             AAA
   2002-A12   2002-L         1-A-1. 1-A-2, 1-A-3, A-4, A-6 AAA
   2002-A12   2002-L         PO, A-X, 2-A-1, 2-A-2, 2-A-3  AAA
   2002-A12   2002-L         2-A-5, 2-A-7, 2-A-8, 2-A-9    AAA
   2002-A12   2002-L         B-1                           AAA
   2002-A12   2002-L         B-2                           AA+
   2002-A12   2002-L         B-3                           AA-
   2002-A13   2002-M         A-2, A-3, A-4, A-5, A-6, PO   AAA
   2002-A13   2002-M         A-X                           AAA
   2002-A13   2002-M         B-1                           AA+
   2002-A14J  2002-N         A-1, A-2, A-3, A-4, A-5       AAA
   2002-A14J  2002-N         A-7, A-9, A-10, A-11          AAA
   2002-A14J  2002-N         A-12, A-15, PO, A-X           AAA
   2002-A14J  2002-N         B-1                           AA+
   2002-A14J  2002-N         B-2                           AA
   2002-A15   2002-O         A-11, PO, A-X                 AAA
   2002-A15   2002-O         B-1                           AA
   2002-A15   2002-O         B-2                           A
   2002-A15   2002-O         B-3                           BBB
   2002-A16   2002-P         A-1, A-2, A-3, PO, A-X        AAA
   2003-A1    2003-A         A-1, A-2, A-3, A-4            AAA
   2003-A1    2003-A         A-11, A-12, PO, A-X           AAA
   2003-A2    2003-B         A-1, A-2, A-3                 AAA
   2003-A2    2003-B         A-7, A-8, A-9, PO, A-X        AAA
   2003-A2    2003-B         B-3                           BBB
   2003-A2    2003-B         B-4                           BB
   2003-A2    2003-B         B-5                           B
   2003-A4    2003-D         A-1, A-2, A-3, A-4            AAA
   2003-A4    2003-D         A-9, PO, A-X                  AAA
   2003-A4    2003-D         B-1                           AA
   2003-A4    2003-D         B-2                           A
   2003-A4    2003-D         B-3                           BBB
   2003-A5    2003-E         A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2003-A5    2003-E         A-7, PO, A-X                  AAA
   2003-A5    2003-E         B-1                           AA
   2003-A5    2003-E         B-2                           A
   2003-A5    2003-E         B-3                           BBB
   2003-A5    2003-E         B-4                           BB
   2003-A5    2003-E         B-5                           B
   2003-A6    2003-F         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A6    2003-F         A-6, A-7, PO, A-X             AAA
   2003-A6    2003-F         B-1                           AA
   2003-A6    2003-F         B-2                           A
   2003-A6    2003-F         B-3                           BBB
   2003-A6    2003-F         B-4                           BB
   2003-A6    2003-F         B-5                           B
   2003-A7    2003-G         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A7    2003-G         A-6, A-7, A-8, A-9, A-10      AAA
   2003-A7    2003-G         A-11, A-12, PO, A-X           AAA
   2003-A7    2003-G         B-1                           AA
   2003-A7    2003-G         B-2                           A
   2003-A7    2003-G         B-3                           BBB
   2003-A7    2003-G         B-4                           BB
   2003-A7    2003-G         B-5                           B
   2003-A8    2003-H         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A8    2003-H         PO, A-X                       AAA
   2003-A8    2003-H         B-1                           AA
   2003-A8    2003-H         B-2                           A
   2003-A8    2003-H         B-3                           BBB
   2003-A8    2003-H         B-4                           BB
   2003-A8    2003-H         B-5                           B
   2003-A9    2003-I         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A9    2003-I         A-7, A-8, PO, A-X             AAA
   2003-A9    2003-I         B-1                           AA
   2003-A9    2003-I         B-2                           A
   2003-A9    2003-I         B-3                           BBB
   2003-A9    2003-I         B-4                           BB
   2003-A9    2003-I         B-5                           B
   2003-A10   2003-J         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A10   2003-J         PO, A-X                       AAA
   2003-A10   2003-J         B-1                           AA
   2003-A10   2003-J         B-2                           A
   2003-A10   2003-J         B-3                           BBB
   2003-A10   2003-J         B-4                           BB
   2003-A10   2003-J         B-5                           B
   2003-A11   2003-K         A-1, A-2, A-3, A-6            AAA
   2003-A11   2003-K         A-7, A-8, A-9, PO, A-X        AAA
   2003-A11   2003-K         B-1                           AA
   2003-A11   2003-K         B-2                           A
   2003-A11   2003-K         B-3                           BBB
   2003-A11   2003-K         B-4                           BB
   2003-A11   2003-K         B-5                           B
   2003-A12   2003-L         A-1, A-2, A-3, PO, A-X        AAA
   2003-A12   2003-L         B-1                           AA
   2003-A12   2003-L         B-2                           A
   2003-A12   2003-L         B-3                           BBB
   2003-A12   2003-L         B-4                           BB
   2003-A12   2003-L         B-5                           B
   2003-A13   2003-M         A-1, A-2, A-3, A-4, A-5       AAA
   2003-A13   2003-M         PO, A-X                       AAA
   2003-A13   2003-M         B-1                           AA
   2003-A13   2003-M         B-2                           A
   2003-A13   2003-M         B-3                           BBB
   2003-A13   2003-M         B-4                           BB
   2003-A13   2003-M         B-5                           B
   2003-A14   2003-N         A-1, PO, A-X, A-R             AAA
   2003-A14   2003-N         B-1                           AA
   2003-A14   2003-N         B-2                           A
   2003-A14   2003-N         B-3                           BBB
   2003-A14   2003-N         B-4                           BB
   2003-A14   2003-N         B-5                           B
   2003-A15   2003-O         1-A-1, 1-A-2, 1-A-3, 1-A-5    AAA
   2003-A15   2003-O         1-A-7, 1-A-8, 1-A-X, 1-PO     AAA
   2003-A15   2003-O         2-A-1, 2-A-2, 2-A-3, 2-A-4    AAA
   2003-A15   2003-O         2-A-5, 2-A-X, A-R             AAA
   2003-A15   2003-O         B-1                           AA
   2003-A15   2003-O         B-2                           A
   2003-A15   2003-O         B-3                           BBB
   2003-A15   2003-O         B-4                           BB
   2003-A15   2003-O         B-5                           B
   2004-A1    2004-A         A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2004-A1    2004-A         PO, A-X, A-R                  AAA
   2004-A1    2004-A         B-1                           AA
   2004-A1    2004-A         B-2                           A
   2004-A1    2004-A         B-3                           BBB
   2004-A1    2004-A         B-4                           BB
   2004-A1    2004-A         B-5                           B
   2004-A2    2004-A2        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2004-A2    2004-A2        1-A-5, 1-A-6, 1-A-8, 1-A-9    AAA
   2004-A2    2004-A2        1-A-10, 1-A-X, 1-PO, A-R      AAA
   2004-A2    2004-A2        2-A-1, 2-A-2, 2-B-X           AAA
   2004-A2    2004-A2        1-B-1                         AA
   2004-A2    2004-A2        1-B-2                         A
   2004-A2    2004-A2        1-B-3                         BBB
   2004-A2    2004-A2        1-B-4                         BB
   2004-A2    2004-A2        1-B-5                         B
   2004-A3    2004-C         A-1, A-2, A-3, A-4, A-6, A-7  AAA
   2004-A3    2004-C         A-X, PO, A-R                  AAA
   2004-A3    2004-C         B-1                           AA
   2004-A3    2004-C         B-2                           A
   2004-A3    2004-C         B-3                           BBB
   2004-A3    2004-C         B-4                           BB
   2004-A3    2004-C         B-5                           B
   2004-A4    2004-D         A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2004-A4    2004-D         A-7, A-8, A-9, A-10, A-11     AAA
   2004-A4    2004-D         A-13, A-14, A-15, PO, A-X     AAA
   2004-A4    2004-D         A-R                           AAA
   2004-A4    2004-D         B-1                           AA
   2004-A4    2004-D         B-2                           A
   2004-A4    2004-D         B-3                           BBB
   2004-A4    2004-D         B-4                           BB
   2004-A4    2004-D         B-5                           B
   2004-A5    2004-E         A-1, PO, A-X, A-R             AAA
   2004-A5    2004-E         B-1                           AA
   2004-A5    2004-E         B-2                           A
   2004-A5    2004-E         B-3                           BBB
   2004-A5    2004-E         B-4                           BB
   2004-A5    2004-E         B-5                           B
   2004-A6    2004-F         A-1, PO, A-X, A-R             AAA
   2004-A6    2004-F         B-1                           AA
   2004-A6    2004-F         B-2                           A
   2004-A6    2004-F         B-3                           BBB
   2004-A6    2004-F         B-4                           BB
   2004-A6    2004-F         B-5                           B
   2004-A7    2004-G         A-1, A-2, A-3, A-4, A-5       AAA
   2004-A7    2004-G         A-6, PO, A-X, A-R             AAA
   2004-A7    2004-G         B-1                           AA
   2004-A7    2004-G         B-2                           A
   2004-A7    2004-G         B-3                           BBB
   2004-A7    2004-G         B-4                           BB
   2004-A7    2004-G         B-5                           B
   2004-A8    2004-H         A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2004-A8    2004-H         A-7, A-8, PO, A-X, A-R        AAA
   2004-A8    2004-H         B-1                           AA
   2004-A8    2004-H         B-2                           A
   2004-A8    2004-H         B-3                           BBB
   2004-A8    2004-H         B-4                           BB
   2004-A8    2004-H         B-5                           B
   2004-A9    2004-I         A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2004-A9    2004-I         A-7, A-9, A-10, PO, A-X, A-R  AAA
   2004-A9    2004-I         B-1                           AA
   2004-A9    2004-I         B-2                           A
   2004-A9    2004-I         B-3                           BBB
   2004-A9    2004-I         B-4                           BB
   2004-A9    2004-I         B-5                           B
   2004-A10   2004-J         A-1, A-2, A-3, PO, A-R, A-X   AAA
   2004-A10   2004-J         B-1                           AA
   2004-A10   2004-J         B-2                           A
   2004-A10   2004-J         B-3                           BBB
   2004-A10   2004-J         B-4                           BB
   2004-A10   2004-J         B-5                           B
   2004-IP2   2004-IP2       1-A-1, 1-A-2, 2-A-1, 2-A-2    AAA
   2004-IP2   2004-IP2       2-A-3, 3-A-1, 3-A-2, 4-A,A-R  AAA
   2004-IP2   2004-IP2       B-1                           AA
   2004-IP2   2004-IP2       B-2                           A
   2004-IP2   2004-IP2       B-3                           BBB
   2004-IP2   2004-IP2       B-4                           BB
   2004-IP2   2004-IP2       B-5                           B
   2004-R1    2004-R1        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2004-R1    2004-R1        A-R                           AAA
   2004-R2    2004-R2        A-1, A-2, A-3, A-4, A-5, A-R  AAA
   2005-A1    2005-A1        A-1, A-2, A-3, P-O, A-R, A-X  AAA
   2005-A1    2005-A1        B-1                           AA
   2005-A1    2005-A1        B-2                           A
   2005-A1    2005-A1        B-3                           BBB
   2005-A1    2005-A1        B-4                           BB
   2005-A1    2005-A1        B-5                           B
   2005-A11CB 2005-K        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2005-A11CB 2005-K        1-A-5, 1-A-6, 2-A-1, 2-A-2    AAA
   2005-A11CB 2005-K        2-A-3, 2-A-4, 2-A-5, PO       AAA
   2005-A11CB 2005-K        1-A-X, 2-A-X, A-R             AAA
   2005-A11CB 2005-K        B-1                           AA
   2005-A11CB 2005-K        B-2                           AA-
   2005-A11CB 2005-K        B-3                           A
   2005-A11CB 2005-K        B-4                           A-
   2005-A11CB 2005-K        B-5                           BBB
   2005-A11CB 2005-K        B-6                           BBB-
   2005-A11CB 2005-K        B-7, B-8                      BB
   2005-A11CB 2005-K        B-9                           B
   2005-A12   2005-L        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2005-A12   2005-L        A-6, A-7, A-8 A-9,A-10,A-11   AAA
   2005-A12   2005-L        A-12, PO, A-X, A-R            AAA
   2005-A12   2005-L        B-1                           AA+
   2005-A12   2005-L        B-2                           AA
   2005-A12   2005-L        B-3                           A+
   2005-A12   2005-L        B-4                           A
   2005-A12   2005-L        B-5                           BBB+
   2005-A12   2005-L        B-6                           BBB
   2005-A12   2005-L        B-7                           BB
   2005-A12   2005-L        B-8                           B
   2005-A13   2005-M        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2005-A13   2005-M        1-A-5, 1-A-6, 1-A-7, 1-A-8    AAA
   2005-A13   2005-M        2-A-1, 2-A-2, PO, A-X, A-R    AAA
   2005-A13   2005-M        B-1                           AA
   2005-A13   2005-M        B-2                           A
   2005-A13   2005-M        B-3                           BBB
   2005-A13   2005-M        B-4                           BB
   2005-A13   2005-M        B-5                           B
   2005-A14   2005-N        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2005-A14   2005-N        A-7, PO, A-X, A-R             AAA
   2005-A14   2005-N        B-1                           AA
   2005-A14   2005-N        B-2                           A
   2005-A14   2005-N        B-3                           BBB
   2005-A14   2005-N        B-4                           BB
   2005-A14   2005-N        B-5                           B
   2005-A15   2005-0        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2005-A15   2005-0        1-A-5, 1-A-6, 1-A-7, 1-A-8    AAA
   2005-A15   2005-0        1-A-9, 2-A-1, 2-A-2, 2-A-3    AAA
   2005-A15   2005-0        2-A-4, 2-A-5, 2-A-6, 2-A-7    AAA
   2005-A15   2005-0        2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2005-A15   2005-0        2-A-12, 2-A-13, 3-A-1, 4-A-1  AAA
   2005-A15   2005-0        5-A-1, 5-A-2, 5-A-3, 1-A-X    AAA
   2005-A15   2005-0        2-A-X, PO, A-R                AAA
   2005-A15   2005-0        B-1                           AA
   2005-A15   2005-0        B-2                           A
   2005-A15   2005-0        B-3                           BBB
   2005-A15   2005-0        B-4                           BB
   2005-A15   2005-0        B-5                           B
   2005-A16   2005-P        A-1, A-2, A-3, PO, A-X, A-R   AAA
   2005-A16   2005-P        B-1                           AA
   2005-A16   2005-P        B-2                           A
   2005-A16   2005-P        B-3                           BBB
   2005-A16   2005-P        B-4                           BB
   2005-A16   2005-P        B-5                           B
   2005-A2    2005-B        A-1, A-2, A-3, A-4, PO        AAA
   2005-A2    2005-B        A-X, A-R                      AAA
   2005-A2    2005-B        B-1                           AA
   2005-A2    2005-B        B-2                           A
   2005-A2    2005-B        B-3                           BBB
   2005-A2    2005-B        B-4                           BB
   2005-A2    2005-B        B-5                           B
   2005-A3    2005-C        A-1, A-2, A-3, A-4, PO        AAA
   2005-A3    2005-C        A-X, A-R                      AAA
   2005-A3    2005-C        B-1                           AA
   2005-A3    2005-C        B-2                           A
   2005-A3    2005-C        B-3                           BBB
   2005-A3    2005-C        B-4                           BB
   2005-A3    2005-C        B-5                           B
   2005-A4    2005-D        A-1, A-2, PO, A-X, A-R        AAA
   2005-A4    2005-D        B-1                           AA
   2005-A4    2005-D        B-2                           A
   2005-A4    2005-D        B-3                           BBB
   2005-A4    2005-D        B-4                           BB
   2005-A4    2005-D        B-5                           B
   2005-A5    2005-E        A-1, A-2, A-3, A-4, A-5       AAA
   2005-A5    2005-E        A-6, A-7, A-8, A-9, A-10      AAA
   2005-A5    2005-E        A-11, A-12, A-13, PO, A-X     AAA
   2005-A5    2005-E        A-R                           AAA
   2005-A5    2005-E        B-1                           AA
   2005-A5    2005-E        B-2                           A
   2005-A5    2005-E        B-3                           BBB
   2005-A5    2005-E        B-4                           BB
   2005-A5    2005-E        B-5                           B
   2005-A6CB  2005-F        A-1, A-2, A-3, A-4, A-5       AAA
   2005-A6CB  2005-F        A-6, A-7, A-8, A-9, PO        AAA
   2005-A6CB  2005-F        A-X, A-R                      AAA
   2005-A6CB  2005-F        B-1                           AA
   2005-A6CB  2005-F        B-2                           A
   2005-A6CB  2005-F        B-3                           BBB
   2005-A6CB  2005-F        B-4                           BB
   2005-A6CB  2005-F        B-5                           B
   2005-A7    2005-G        A-1, A-2, A-3, A-4, A-5       AAA
   2005-A7    2005-G        A-6, A-7, PO, A-X, A-R        AAA
   2005-A7    2005-G        B-1                           AA
   2005-A7    2005-G        B-2                           A
   2005-A7    2005-G        B-3                           BBB
   2005-A7    2005-G        B-4                           BB
   2005-A7    2005-G        B-5                           B
   2005-A8CB  2005-H        A-1, A-2, A-3, A-4, A-5       AAA
   2005-A8CB  2005-H        A-6, A-7, A-8, A-9, A-10      AAA
   2005-A8CB  2005-H        A-11, A-12, A-13, A-PO, A-X   AAA
   2005-A8CB  2005-H        A-R                           AAA
   2005-A8CB  2005-H        B-1                           AA
   2005-A8CB  2005-H        B-2                           A
   2005-A8CB  2005-H        B-3                           BBB
   2005-A8CB  2005-H        B-4                           BB
   2005-A8CB  2005-H        B-5                           B
   2005-A9    2005-I        A-1, A-2, A-3, A-4, A-5       AAA
   2005-A9    2005-I        PO, A-X, A-R                  AAA
   2005-A9    2005-I        B-1                           AA
   2005-A9    2005-I        B-2                           A
   2005-A9    2005-I        B-3                           BBB
   2005-A9    2005-I        B-4                           BB
   2005-A9    2005-I        B-5                           B
   2006-A1    2006-A1       1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2006-A1    2006-A1       1-A-5, 1-A-6, 1-A-7, 1-A-8    AAA
   2006-A1    2006-A1       A-X, PO, A-R, 2-A-1, 2-A-2    AAA
   2006-A1    2006-A1       3-A-1, 3-A-2, 3-A-3, 3-A-4    AAA
   2006-A1    2006-A1       3-A-5                         AAA
   2006-A1    2006-A1       I-B-1, II-B-1                 AA
   2006-A1    2006-A1       I-B-2, II-B-2                 A
   2006-A1    2006-A1       I-B-3, II-B-3                 BBB
   2006-A1    2006-A1       I-B-4, II-B-4                 BB
   2006-A1    2006-A1       I-B-5, II-B-5                 B
   2006-A10   2006-A10      A-1, A-2, A-3, A-4, A-5       AAA
   2006-A10   2006-A10      A-6, A-7, A-X, P-O, A-R       AAA
   2006-A10   2006-A10      B-1                           AA
   2006-A10   2006-A10      B-2                           A
   2006-A10   2006-A10      B-3                           BBB
   2006-A10   2006-A10      B-4                           BB
   2006-A10   2006-A10      B-5                           B
   2006-A11   2006-K        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2006-A11   2006-K        1-A-5, 1-A-7, 1-PO, 1-A-X     AAA
   2006-A11   2006-K        2-A-1, 2-A-2, 2-A-3, 3-A-1    AAA
   2006-A11   2006-K        A-R                           AAA
   2006-A11   2006-K        B-1                           AA
   2006-A11   2006-K        B-2                           A
   2006-A11   2006-K        B-3                           BBB
   2006-A11   2006-K        B-4                           BB
   2006-A11   2006-K        B-5                           B
   2006-A2    2006-B        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2006-A2    2006-B        A-7, A-8, A-9, A-10, A-11     AAA
   2006-A2    2006-B        A-12, A-13, A-3, PO, A-X, A-R AAA
   2006-A2    2006-B        B-1                           AA
   2006-A2    2006-B        B-2                           A
   2006-A2    2006-B        B-3                           BBB
   2006-A2    2006-B        B-4                           BB
   2006-A2    2006-B        B-5                           B
   2006-A3CB  2006-C        A-1, PO, A-X, A-R             AAA
   2006-A3CB  2006-C        B-1                           AA
   2006-A3CB  2006-C        B-2                           A
   2006-A3CB  2006-C        B-3                           BBB
   2006-A3CB  2006-C        B-4                           BB
   2006-A3CB  2006-C        B-5                           B
   2006-A4IP  2006-D        1-A-1, 2-A-1, 2-A-2, 2-A-3    AAA
   2006-A4IP  2006-D        2-A-4, 2-A-5, 2-A-6, 2-A-7    AAA
   2006-A4IP  2006-D        2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2006-A4IP  2006-D        2-PO, 2-A-X, A-R              AAA
   2006-A4IP  2006-D        B-1                           AA
   2006-A4IP  2006-D        B-2                           A
   2006-A4IP  2006-D        B-3                           BBB
   2006-A4IP  2006-D        B-4                           BB
   2006-A5CB  2006-E        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2006-A5CB  2006-E        A-7, PO, A-X, A-R             AAA
   2006-A5CB  2006-E        B-1                           AA
   2006-A5CB  2006-E        B-2                           A
   2006-A5CB  2006-E        B-3                           BBB
   2006-A5CB  2006-E        B-4                           BB
   2006-A6    2006-F        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2006-A6    2006-F        1-A-5, 1-A-6, 1-A-7, 1-A-8    AAA
   2006-A6    2006-F        1-A-9, 1-A-10, 1-A-11, 1-A-12 AAA
   2006-A6    2006-F        1-A-13, 1-A-14, 2-A-1, 2-A-2  AAA
   2006-A6    2006-F        2-A-3, 2-A-4, 2-A-5, 2-A-6    AAA
   2006-A6    2006-F        2-A-7, 2-A-8, 2-A-9, 2-A-10   AAA
   2006-A6    2006-F        2-A-11, 2-A-12, 2-A-13, PO    AAA
   2006-A6    2006-F        A-X, A-R                      AAA
   2006-A6    2006-F        B-1                           AA
   2006-A6    2006-F        B-2                           A
   2006-A6    2006-F        B-3                           BBB
   2006-A6    2006-F        B-4                           BB
   2006-A6    2006-F        B-5                           B
   2006-A7CB  2006-G        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2006-A7CB  2006-G        1-A-5, 1-A-6, 2-A-1, 2-A-2    AAA
   2006-A7CB  2006-G        2-A-3, 2-A-4, 2-A-5, 2-A-6    AAA
   2006-A7CB  2006-G        2-A-7, 3-A-1, 3-A-2, A-X, PO  AAA
   2006-A7CB  2006-G        A-R                           AAA
   2006-A7CB  2006-G        B-1                           AA
   2006-A7CB  2006-G        B-2                           A
   2006-A7CB  2006-G        B-3                           BBB
   2006-A7CB  2006-G        B-4                           BB
   2006-A7CB  2006-G        B-5                           B
   2006-A8    2006-H        1-A-1, 1-A-2, 1-A-3, 1-A-4    AAA
   2006-A8    2006-H        1-A-5, 2-A-1, 2-A-2, 2-A-3    AAA
   2006-A8    2006-H        2-A-4, 2-A-5, 2-A-6, 2-A-7    AAA
   2006-A8    2006-H        2-A-8, 3-A-1, 3-A-2, 3-A-3    AAA
   2006-A8    2006-H        3-A-4, 3-A-5, 3-A-6, 3-A-7    AAA
   2006-A8    2006-H        3-A-8, 3-A-9, 3-A-10, 3-A-11  AAA
   2006-A8    2006-H        PO, A-X, A-R                  AAA
   2006-A8    2006-H        B-1                           AA
   2006-A8    2006-H        B-2                           AA-
   2006-A8    2006-H        B-3                           A+
   2006-A8    2006-H        B-4                           A-
   2006-A8    2006-H        B-5                           BBB
   2006-A8    2006-H        B-6                           BBB-
   2006-A8    2006-H        B-7                           BB+
   2006-A8    2006-H        B-8                           BB
   2006-A9CB  2006-I        A-1, A-2, A-3, A-4, A-5, A-6  AAA
   2006-A9CB  2006-I        A-7, A-8, A-9, A-10, A-11     AAA
   2006-A9CB  2006-I        A-12, A-13, PO, A-X, A-R      AAA
   2006-A9CB  2006-I        B-1                           AA
   2006-A9CB  2006-I        B-2                           A
   2006-A9CB  2006-I        B-3                           BBB
   2006-A9CB  2006-I        B-4                           BB
   2006-A9CB  2006-I        B-5                           B
   2006-R1    2006-R1       A-1, A-2, A-R                 AAA
   2006-R2    2006-R2       A-1, A-2, A-R                 AAA


REYNOLDS AMERICAN: Net Income Drops to $328 Million in 1st Qtr '07
------------------------------------------------------------------
Reynolds American Inc. reported net income of $328 million on net
sales of $2.15 billion for the first quarter ended March 31, 2007,
compared with net income of $345 million on net sales of $1.96
billion for the same period a year earlier.  Results from the
year-ago quarter included a $65 million extraordinary gain on
acquisition, resulting from a favorable resolution of prior-years'
tax matters.

"The first-quarter performance of each of our reportable segments
- R.J. Reynolds and Conwood - reflects Reynolds American's ongoing
success in building financial and marketplace strength," said
Susan M. Ivey, RAI's chairman and chief executive officer.
"During the quarter, total growth-brand share gains at R.J.
Reynolds continued to drive improvements in the company's overall
share trend.  Conwood's additional share and volume gains further
solidified that company's position as the growth leader in the
growing moist-snuff category," she said.  "Both segments delivered
double-digit profit growth compared with the prior-year quarter."

                          R.J. Reynolds

R.J. Reynolds delivered first-quarter adjusted operating income of
$488 million, a 16.5 percent gain, as margins of almost 26 percent
were bolstered by improvements in pricing and operating costs, as
well as favorabilities in the timing of promotions and pension
expense.  The combined effect of these factors significantly
offset a rise in Master Settlement Agreement (MSA) expense, as
well as a 4 percent volume decline.

Daniel M. Delen, R.J. Reynolds' president and chief executive
officer, noted that the timing of promotional spending decreased
R.J. Reynolds' margins in the fourth quarter of 2006 - but helped
drive margins higher in the first quarter.

In addition to the company's strong first-quarter financial
performance, R.J. Reynolds also continued to enhance its
marketplace strength, with a combined growth-brand market share of
12.63 percent - up 0.69 share points from the first quarter of
last year.

                             Conwood

Conwood's adjusted operating income of $80 million was
significantly offset by debt expense associated with its
acquisition by Reynolds American Inc. on May 31, 2006.

"With adjusted pro-forma profits up 18 percent, volume up 14
percent and a 1.8 point share gain from the year-ago quarter,
we're very pleased with Conwood's first-quarter performance," said
William M. Rosson, Conwood's president and chief executive
officer.

Conwood's 25.72 percent share of moist-snuff shipments was up 1.79
share points from the first quarter of 2006.

At March 31, 2007, the company's balance sheet showed
$17.71 billion in total assets, $10.61 billion in total
liabilities, and $7.10 billion in total stockholders' equity.

                     About Reynolds American

Headquartered in Winston-Salem, N.C., Reynolds American Inc.
(NYSE: RAI) -- http://www.ReynoldsAmerican.com/-- is the parent
company of R.J. Reynolds Tobacco Company, Conwood Company LLC,
Santa Fe Natural Tobacco Company Inc, and R.J. Reynolds Global
Products Inc.

R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco
company, manufactures about one of every three cigarettes sold in
the country.  The company's brands include five of the 10 best-
selling U.S. brands: Camel, Kool, Winston, Salem and Doral.
Conwood Company LLC is the nation's second-largest manufacturer of
smokeless tobacco products.  Santa Fe Natural Tobacco Company Inc.
manufactures Natural American Spirit cigarettes and other
additive-free tobacco products.  R.J. Reynolds Global Products
Inc. manufactures, sells and distributes American-blend cigarettes
and other tobacco products to a variety of customers worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Standard & Poor's Ratings Services raised its senior secured debt
rating on Reynolds American Inc.'s existing senior secured notes
to 'BBB-', from 'BB', and revised the recovery rating to '1' from
'3', indicating that lenders can expect full (100%) recovery of
principal in the event of payment default.  All other ratings on
the company, including the 'BB+' corporate credit rating, were
affirmed.


RK PROPERTIES: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R.K. Properties, Inc.
        3802 Fox Valley Drive
        Rockville, MD 20853

Bankruptcy Case No.: 07-13673

Chapter 11 Petition Date: April 23, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Christopher Hamlin, Esq.
                  McNamee Hosea
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Fax: (301) 982-9450

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Choice Hotels International      Clarion Hotel            $40,000
10750 Columbia Pike              Prince Charles      Senior Lien:
Silver Spring, MD 20901-4491                           $3,900,000

Office of the                                             $30,000
Tax Administrator
117 Dick Street, 5th Floor
Fayetteville, NC 28302


ROUGE INDUSTRIES: Court Approves Stipulation With Power Process
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between Rouge Industries Inc. and its debtor-
affiliates; and Power Process Piping Inc., resolving Power
Process' construction claims against the Debtors.

Power Process had filed proofs of claim asserting $287,593 in
construction liens upon certain of the Debtors' real property.

After negotiations, the parties agree in the stipulation that:

   -- the Power Process claim will be allowed as a secured claim
      of $87,500; and

   -- the remaining balance of $188,672 will be allowed as an
      unsecured, nonpriority claim.

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Wants Settlement Agreement w/ Aristeo Approved
----------------------------------------------------------------
Rouge Industries, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy for the District of Delaware to approve certain
settlement agreements and releases between the Debtors and Aristeo
Construction Company.

Aristeo Construction had asserted construction liens upon certain
of the Debtors' real property, in order to secure payment of an
alleged debt for approximately $194,879.  Aristeo consequently
filed a secured claim against the Debtors.  The parties had since
disputed the Aristeo lien's validity, priority, and enforceability
in an adversary proceeding.

In order to save time and minimize costs, the parties agreed in
the stipulation to reclassify and allow the $194,879 Aristeo claim
as an unsecured, non-priority claim.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SECURITY AVIATION: Former Boss Wins Auction with $3.4 Million Bid
-----------------------------------------------------------------
Joe Kapper, the former owner and stepson of the founder of
Security Aviation Inc., won back the company in an auction
conducted by the U.S. Bankruptcy Court for the District of Alaska,
topping a $3.35 million bid of partners Daniel Owen and Randy
Dewar by $50,000, Lisa Demer of Anchorage Daily News reports.

According to the source, Seacor Holdings Inc., a third player in
the game, withdrew after it decided that it has not completely
reviewed company's status.

Last week, Ms. Demer relates, Mr. Kapper offered $3 million, which
was $5 million less than he sold in 2005, to buy back Security
Aviation in a bankruptcy sale but before the sale was approved by
the Court, Mr. Owen and Mr. Dewar presented a $3.25 million bid.

Security Aviation is being sold with six planes, four Cessnas and
two Pipers, Mr. Demer says.

Headquartered in Anchorage, Arkansas, Security Aviation, Inc. --
http://www.securityaviation.biz/-- provides air charter services.
The Debtor filed for chapter 11 protection on Dec. 21, 2006
(Bankr. D. Ala. Case No. 06-00559).  Cabot C. Christianson, Esq.,
at Christianson & Spraker, represents the Debtor.  No Committee of
Unsecured Creditors has been appointed in the Debtor's case.  The
Debtor's schedules filed with the Court listed assets of
$14,928,446 and liabilities of $54,771,582.


SIX FLAGS: Improving Liquidity Cues S&P to Hold B- Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Six
Flags Inc., including the 'B-' corporate credit rating, and
removed the ratings from CreditWatch.  Ratings were originally
placed on CreditWatch with negative implications on Sept. 18,
2006, reflecting weak profitability, negative discretionary cash
flow, and rising debt leverage.

At the same time, Standard & Poor's assigned to operating company
Six Flags Theme Parks Inc. (B-/Negative/--) a 'B' bank loan
rating, one notch above the corporate credit ratings on both
companies, and a recovery rating of '1', on $1.1 billion of new
senior secured credit facilities, indicating high expectation of
full recovery of principal in the event of a payment default.  The
facilities consist of a $300 million revolving credit facility due
2013 and an $800 million term loan B due 2015.

The rating outlook is negative.  New York-based regional theme
park owner and operator Six Flags had $2.5 billion of debt and
preferred stock outstanding as of Dec 31, 2006.

"The affirmation reflects improving liquidity based on the sale
this month of seven of the company's smaller parks and the pending
refinancing of the credit agreement, which extends the company's
bank debt maturities and loosens financial covenants," said
Standard & Poor's credit analyst Hal F. Diamond.

The rating on Six Flags reflects the company's high debt leverage,
operating challenges, and negative discretionary cash flow.  These
considerations are only partially mitigated by the size and
diversity of the company's regional theme parks.


SIX FLAGS: Fitch Rates Proposed $1.1 Billion Facility at BB-
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Six Flags Theme
Parks Inc.'s proposed $1.1 billion senior secured credit facility.

The new facility consists of a $300 million revolving credit
facility maturing in 2015 and $800 million term loan B due in 2013
and is expected to be primarily used to refinance amounts
outstanding under its existing credit facility and for general
corporate purposes.  Fitch also recommends affirming these
ratings:

Six Flags Theme Parks, Inc.

    -- Issuer Default Rating 'B-';

Six Flags, Inc.

    -- Issuer Default Rating 'B-';
    -- Senior unsecured notes 'CCC+/RR5';
    -- Preferred stock (PIERS) 'CCC-/RR6'.

Approximately $2.5 billion of debt is affected.  The Rating
Outlook remains Negative.

The ratings continue to reflect Six Flags, Inc.'s significant debt
load, negative free cash flow, and rising leverage due to weak
operating performance in the last 12 months ended Dec. 31, 2006 as
well as uncertainties surrounding the successful execution of the
new management team's turn-around strategy.  Rating concerns are
balanced somewhat by the company's position as the largest
regional theme park operator with broad geographic presence in
many of the top designated market areas, solid competitive
positioning due to high barriers to entry and market leadership,
as well as meaningful real estate ownership underlying many of its
remaining 21 parks.  Fitch expects that positive rating momentum
will be determined by a sustained improvement in Six Flags'
financial profile primarily from operating performance and
successful execution of the new management team's strategy in the
spring and summer of 2007 and going forward.

Fitch recognizes that the completion of the park sales in April
2007 enhances financial flexibility with approximately $255
million of cash available for debt reduction at the parent company
level and general corporate use as the bank lenders refused their
first-option to the proceeds.  Fitch also notes that the company's
near-term maturities are minimal until 2009 following the proposed
refinancing of the existing facilities.

Six Flags' operating performance has been weak over the past
several years and deteriorated further in 2006 due to a double-
digit decline in attendance and higher costs associated with the
implementation of a new operating strategy somewhat offset by a
double-digit increase in total revenue per capita.  The new
management team is pursuing several initiatives in an effort to
create more family friendly destinations with a renewed emphasis
on advertising and promotion, resulting in higher operating
expenses offset by lower capital spending.  The team has been
successful in developing sponsorship and corporate alliances which
will likely support the core operations.  Fitch understands the
strategic rationale for the company's portfolio repositioning and
believes management is pursuing its strategy prudently.  If the
plans gain traction as management anticipates, then the outlook
could be stabilized.

The recovery ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  Six Flags recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather than
a liquidation. The 'RR1' rating for the company's secured bank
credit facility reflects Fitch's belief that 100% recovery is
realistic given its priority position in the capital structure and
meaningful estimated enterprise value in a distress scenario.  The
'RR5' recovery rating for the Six Flags Inc. senior unsecured debt
reflects that 11%-30% recovery is reasonable due to subordination
with respect to bank debt and the 'RR6' recovery rating for the
preferred stock (PIERS) reflects negligible recovery prospects due
to its position in the capital structure.


SOUNDVIEW HOME: Fitch Downgrades Ratings on 10 Classes
------------------------------------------------------
Fitch affirms 34, downgrades 10 & places 1 RMBS Class on Rating
Watch Negative from these Soundview Home Equity Loan Trust Second
Lien Issues:

Series 2005-A

    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA+';
    -- Class M-5 affirmed at 'AA+';
    -- Class M-6 affirmed at 'AA-';
    -- Class M-7 affirmed at 'A+';
    -- Class M-8 affirmed at 'A';
    -- Class M-9 affirmed at 'A-';
    -- Class M-10 affirmed at 'BBB+';
    -- Class M-11 affirmed at 'BBB';
    -- Class B-1 downgraded from 'BBB-' to 'BB-';
    -- Class B-2 downgraded from 'BB+' to 'B';

    -- Class B-3 downgraded from 'BB' to 'C' and assigned a
         Distressed Recovery rating of 'DR6';

    -- Class B-4 remains at 'C/DR6';

Series 2005-B

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA+';
    -- Class M-4 affirmed at 'AA';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A';
    -- Class M-8 affirmed at 'A-';
    -- Class M-9 affirmed at 'A-';
    -- Class M-10 affirmed at 'BBB+';
    -- Class M-11 downgraded from 'BBB' to 'BB';
    -- Class M-12 downgraded from 'BBB-' to 'B';

    -- Class M-13 downgraded from 'BB+' to 'C' and assigned a DR
          rating of 'DR6';

    -- Class M-14 downgraded from 'B+' to 'C' and assigned a DR
          rating of 'DR6';

    -- Class M-15 remains at 'C/DR6' and the rating is
          subsequently withdrawn;

Series 2006-A

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class M-11 rated 'BB+' is placed on Rating Watch Negative;
    -- Class M-12 downgraded from 'BB-' to 'B+';

    -- Class M-13 downgraded from 'B+' to 'C' and assigned a DR
         rating of 'DR6';

    -- Class M-14 downgraded from 'B' to 'C' and assigned a DR
         rating of 'DR6'.

The mortgage pool consists of fixed-rate, second lien, fully
amortizing and balloon payment mortgage loans.  The loans were
purchased by Financial Asset Securities Corp from Greenwich
Capital Acceptance Corporation, which acquired them from various
originators.  The deals are serviced by Countrywide (rated 'RPS1'
by Fitch), GMAC (rated 'RPS1' by Fitch), and Litton Loan Servicing
(rated 'RPS1' by Fitch).

As of the March 2006 distribution date, the transactions are
seasoned from 8 (2006-A) to 21 (2005-A) months, and the pool
factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from approximately 30.9%
(2005-A) to 77.1% (2006-A).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$709.86 million of outstanding certificates.

The negative actions reflect deterioration in the relationship
between CE and future loss expectations and affect approximately
$117.58 million in outstanding certificates.

For the 2005 vintage series the downgrades are due to the fact
that the growing OC never reached its target due to prepays that
were faster than expected, leading to less available excess
interest.  Combined with the levels of early losses that the
trusts have experienced, this has led to write-downs on some of
the subordinate bonds.  For the 2006-A transaction, the downgrades
are due to high levels of early delinquency and high levels of
losses.  As of the March remittance report, the trust has serious
delinquencies of approximately 12.36% of its current balance, and
has suffered approximately 1.14% in cumulative losses to date
while only being 8 months seasoned.

Fitch will continue to closely monitor these transactions.  If
losses continue to further corrode the CE available to the bonds,
further rating actions may be necessary.


SOUNDVIEW HOME: Fitch Holds Low-B Ratings on 12 Loan Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Soundview Home
Equity Loan Trust Issues:

Series 2001-1

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

    -- Class M-2 remains at 'CC', Distressed Recovery rating is
       raised from 'DR5' to 'DR2'.

Series 2003-2

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

Series 2004-1

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

Series 2005-1

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

Series 2005-2

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

Series 2005-3

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

Series 2005-4

    -- Class A affirmed at 'AAA';
    -- Class M-1A affirmed at 'AA+';
    -- Class M-1B affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class M-11, rated 'BB+', placed on Rating Watch Negative.

Series 2005-CTX1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'AA-';
    -- Class M-6 affirmed at 'A+';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class B-1 affirmed at 'BB'.

Series 2005-DO1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A+';
    -- Class M-6 affirmed at 'A';
    -- Class M-7 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 downgraded to 'BB+' from 'BBB-';
    -- Class M-11 downgraded to 'BB' from 'BB+';
    -- Class B-1 downgraded to 'BB-' from 'BB';
    -- Class B-2 downgraded to 'B+' from 'BB-'.

Series 2005-OPT1

    -- Class A 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 affirmed at 'A-';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-'.

Series 2005-OPT2

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

Series 2005-OPT3

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB';
    -- Class M-12 affirmed at 'BB-'.

Series 2005-OPT4

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

Series 2006-1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA+';
    -- Class M-3 affirmed at 'AA';
    -- Class M-4 affirmed at 'AA-';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB+';
    -- Class M-9 affirmed at 'BBB';
    -- Class M-10 affirmed at 'BBB-';
    -- Class B affirmed at 'BB'.

Series 2006-OPT1

    -- Class A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A-';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 affirmed at 'BBB';
    -- Class M-9 affirmed at 'BBB-';
    -- Class M-10 affirmed at 'BB+';
    -- Class M-11 affirmed at 'BB'.

The mortgage pools consist of fixed-rate and adjustable-rate loans
secured by first and second liens, primarily on one-to-four family
residential properties.  The loans were purchased by Financial
Asset Securities Corp from Greenwich Capital Acceptance
Corporation, which acquired them from various originators.  The
deals are serviced by various servicers, including Countrywide
(rated 'RPS1' by Fitch), Option One (rated 'RPS1' by Fitch),
NationStar (formerly Centex; rated 'RPS2' by Fitch) and GMAC
(rated 'RPS1' by Fitch).

As of the March 2006 distribution date, the transactions are
seasoned from 12 months (2006-OPT1) to 71 months (2001-1), and the
pool factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from approximately 8.1%
(2001-1) to 78% (2005-4).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$6.59 billion of outstanding certificates.

The negative actions reflect deterioration in the relationship
between CE and future loss expectations and affect approximately
$46.028 million in outstanding certificates.

The positive rating actions reflect an improvement in the
relationship between credit enhancement and future loss
expectations and affect approximately $41.16 million in
outstanding certificates.

The upgrades on the 2003-2 transaction are a result of very low
losses to date and lower than expected delinquencies.  The 60+
delinquencies for the trust compose only 1.26% of the trust, and
to date, it has only sustained approximately 18 basis points of
loss.  The CE for all of the affected bonds has grown to 2 times
(x) - 3x its original levels, and the overcollateralization is
currently at its target.

The downgrades on the 2005-DO1 and 2005-OPT2 are the result of
higher than expected serious delinquencies (loans that are more
than 60 days delinquent, including all loans in bankruptcy,
foreclosure, and real estate owned (REO)), which have been
continuing to rise, leading to increased credit risk to the
subordinate bonds.  As of the March remittance report, the 2005-
DO1 had serious delinquencies accounting for approximately 15.16%
of its current balance, and the 2005-OPT2 had approximately 11.88%
of its current balance in serious delinquency.  In both of these
transactions, the OC is below its target due to losses exceeding
excess spread, reducing the OC available to the trust.

Fitch will continue to closely monitor these transactions.  If
losses continue to further corrode the credit enhancement
available to the bonds, further rating actions may be necessary.


STRUCTURED ASSET: Fitch Takes Rating Actions on 143 RMBS Classes
----------------------------------------------------------------
Fitch has taken rating actions on these Structured Asset
Investment Loan mortgage pass-through certificates:

Series 2005-1:

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

Series 2005-2:

    -- 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'.

Series 2005-3:

    -- 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'.

Series 2005-4:

    -- 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 affirmed at 'A';
    -- Class M7 affirmed at 'A-';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB'.

Series 2005-5:

    -- 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 affirmed at 'BBB-'.

Series 2005-6:

    -- 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 affirmed at 'BBB-';
    -- Class M10-A affirmed at 'BB+';
    -- Class M10-F affirmed at 'BB+'.

Series 2005-7:

    -- 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 affirmed at 'A-;
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 affirmed at 'BBB-';
    -- Class B1 affirmed at 'BBB-'.

Series 2005-9:

    -- 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 rated 'BBB-', is placed on Rating Watch Negative;
    -- Class B1 downgraded to 'BB-' from 'BBB-';
    -- Class B2 downgraded to 'B+' from 'BB'.

Series 2005-10:

    -- 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 affirmed at 'BBB-';
    -- Class B1 rated 'BBB-', is placed on Rating Watch Negative;
    -- Class B2 rated 'BBB-', is placed on Rating Watch Negative.

Series 2005-11:

    -- 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 M8 rated 'BBB-', is placed on Rating Watch Negative;
    -- Class B1 downgraded to 'B+' from 'BB+';
    -- Class B2 downgraded to 'B+' from 'BB'.

Series 2005-HE1:

    -- 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';
    -- Class B1 downgraded to 'BB-' from 'BBB-'.

Series 2005-HE2

    -- 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 affirmed at 'BBB';
    -- Class M10 affirmed at 'BBB-';
    -- Class B1 downgraded to 'BB' from 'BB+';
    -- Class B2 downgraded to 'BB-' from 'BB'.

Series 2005-HE3:

    -- 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 'A-';
    -- Class M8 affirmed at 'BBB+';
    -- Class M9 affirmed at 'BBB';
    -- Class M10 downgraded to 'BB+' from 'BBB';
    -- Class M11 downgraded to 'BB-' from 'BB+'.

The collateral in the aforementioned transactions consists
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 which include BNC Mortgage, Inc., New Century Mortgage
Corporation, The Provident Bank, Oakmont Mortgage, WMC Mortgage
Corp., Finance America, LLC, and others.  Aurora Loan Services,
Inc. is the master servicer for all transactions and is rated
'RMS1-' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$12.62 billion in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and future
expected losses and high delinquencies.  The downgrades affect
approximately $136.98 million in outstanding certificates.

The pools with negative rating actions have a greater percentage
of loans in the 60+ delinquency buckets (includes Bankruptcy,
Foreclosure, and Real Estate Owned) than the vintage average for
Fitch-rated transactions.  These pools also have a higher
concentration of adjustable-rate and interest-only loans, in
addition to a higher concentration of loans in California and the
Rust Belt states.  Furthermore, the overcollateralization amounts
are off their targets.

The pool factors (current collateral balance as a percentage of
initial collateral balance) for all transactions range from
approximately 32% to 70%, and are seasoned within a range of 14
months to 25 months.  The amounts of collateral in the 60+ buckets
range from approximately 11.59% to 18.89%, and the losses to date
range from approximately 0.32% to 0.87%.

Fitch will continue to closely monitor these transactions.


TELOS CORP: Dec. 31 Balance Sheet Upside-Down by $126.7 Million
---------------------------------------------------------------
Telos Corporation's balance sheet at Dec. 31, 2006, showed
$48.5 million in total assets and $175.2 million in total
liabilities, resulting in a $126.7 million total stockholders'
deficit.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $39.7 million in total current assets available to
pay $57.8 million in total current liabilities.

Telos Corp. reported a net loss of $29.7 million for the year
ended Dec. 31, 2006, compared with a net loss of $15.1 million for
the year ended Dec. 31, 2005.  The increase in net loss is
primarily attributable to interest expense which increased
$11.8 million in 2006, primarily due to the accretion and dividend
accrual adjustments on the Public Preferred Stock.

Revenue decreased by 1.2% to $140.9 million for 2006, compared to
revenue of $142.6 million for 2005.  The decrease in revenue from
2005 to 2006 was due to a decrease of $14.8 million in product
revenue, offset by an increase of $13 million in services revenue.

Gross profit decreased 9.2% from $24.1 million for 2005 to
$21.8 million for 2006.  The decrease was attributable to a
relatively higher percentage of sales concentrated in lower margin
products.

Selling, general, and administrative expenses increased 3.2% from
$29.9 million for 2005 to $30.9 million for 2006.

The company recorded $134,000 and $468,000 of losses from
affiliate for 2006 and 2005, respectively, representing equity
losses from Enterworks.

At Dec. 31, 2006, the company had outstanding borrowings of
$12.6 million and unused borrowing availability of $700,000 on the
$22.5 million revolving credit facility with Wells Fargo Foothill.

For the year ended Dec. 31, 2006, cash provided by continuing
operating activities was $1.4 million.  Cash used in investing
activities was approximately $800,000.  Cash used in financing
activities was approximately $500,000.

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?1df3

                     About Telos Corporation

Telos Corporation (OTC BB: TLSRP.OB) -- http://www.telos.com/--  
provides IT solutions and services to the federal government.
Xacta Corporation, its subsidiary for security solutions, offers
enterprise IT security management solutions, enterprise security
consulting services, secure networking, secure enterprise
messaging, and secure identity management solutions.


TRIARC COS: To Sell Interest in Deerfield & Co. for $300 Million
----------------------------------------------------------------
In connection with its corporate restructuring, Triarc Companies
Inc. disclosed that a definitive agreement has been entered into
pursuant to which Deerfield Triarc Capital Corp., a diversified
financial company that is externally managed by a subsidiary of
Deerfield & Company LLC, will acquire Deerfield, a Chicago-based
fixed income asset manager in which Triarc owns a controlling
interest.

The total consideration to be received by Triarc and other members
of Deerfield is approximately $300 million, consisting of:

   * $145 million in cash, approximately 9.6 million shares of DFR
     common stock (having a current value of approximately
     $145 million),

   * the distribution of approximately 309,000 shares of DFR
     common stock currently owned by Deerfield (having a current
     value of approximately $4.6 million), and

   * cash distributions from Deerfield of approximately $4 million
     prior to the closing.

The consideration to be received by the sellers is subject to
adjustment under certain circumstances.

Accordingly, Triarc expects to receive a minimum of approximately
$170 million in consideration for its capital interest of
approximately 64% and its profits interest of at least 52% in
Deerfield.  As a result of the transaction, Triarc expects that it
will own in excess of 10% of DFR's common stock.  The
consideration to be received by Triarc is subject to adjustment
under certain circumstances.  The total consideration to be
received by the sellers is approximately two times Deerfield's
enterprise value of approximately $145 million when Triarc
purchased its control stake in July 2004.

The transaction, which is expected to close during the 2007 third
quarter, is subject to customary closing conditions, including,
without limitation, the receipt by DFR of financing for the cash
portion of the purchase price and related transaction costs,
receipt of certain third party consents and other conditions set
forth in the definitive agreement, including the expiration or
termination of the applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976.  Deerfield has
the right to terminate the definitive agreement if DFR does not
deliver by May 19, 2007 financing commitments for the transaction
in form and substance reasonably satisfactory to Deerfield.  In
addition, the transaction is subject to approval by DFR
stockholders representing:

   (1) a majority of the votes cast at a meeting to approve the
       transaction and

   (2) a majority of the votes cast by stockholders not affiliated
       with Deerfield.

A stockholders' vote on the proposed transaction is expected to be
held during the 2007 third quarter.  When the transaction closes,
DFR will discontinue the use of "Triarc" in its name.

Since Triarc's acquisition of its controlling interest in July
2004, Deerfield has significantly expanded its investment advisory
platform.  With offices in Chicago, New York and London, Deerfield
is an SEC-registered fixed income alternative asset manager with
strong growth potential.  Deerfield specializes in credit and
structured investment solutions and products, with teams dedicated
to government arbitrage, bank loans, asset-backed securities,
corporate debt securities, real estate and leveraged finance. In
addition, since July 2004, assets under management have grown from
approximately $8.1 billion to approximately $13.2 billion
(including $765 million of assets relating to DFR) at Dec. 31,
2006.

The combination of DFR with Deerfield creates a well-positioned
publicly traded fixed income alternative asset manager.  By
internalizing its investment manager, DFR effectively aligns
interests, diversifies and expands its revenue and fee income
stream without the payment of management and related incentive
fees and provides immediate opportunity to create an efficient,
lower costing operating structure, thus creating the potential for
significant capital appreciation for DFR shareholders through
increased earnings, higher return on equity and multiple
expansion.  This combination, furthermore, is expected to enhance
Deerfield's brand positioning in the alternative investments
marketplace, thereby providing DFR with greater access to both
additional capital and new talent.

The definitive agreement to sell Deerfield to DFR was the result
of an extensive sale process and provides Triarc shareholders with
an attractive valuation for Deerfield as well as the potential
opportunity to participate in the future growth of DFR.

Following the consummation of the sale of Deerfield, Triarc's sole
operating business will be the Arby's(R) restaurant business.
Triarc, through its subsidiaries is the franchisor of the
Arby's(R) restaurant system and the owner and operator of over
1,000 Arby's restaurants.  There are approximately 3,600 Arby's
restaurants worldwide.

                      Shareholders' Dividend

Triarc also said that options for the shares of DFR common stock
to be received upon the sale of Deerfield are under review and
could include a special dividend or distribution to shareholders
of such shares.  In 2006, in addition to regular quarterly cash
dividends, Triarc declared special extraordinary cash dividends on
its outstanding common stock, totaling $0.45 per share.

"Upon completion of the sale, we will have realized substantial
value from our investment in Deerfield," Triarc's President and
Chief Operating Officer, Peter W. May said.  "In the last several
years, we have worked closely with Greg Sachs and his team at
Deerfield to expand its unique alternative assets platform.  We
are proud of what we have accomplished with the Deerfield team.

"Upon the consummation of the Deerfield transaction, Triarc will
be one step closer towards finalizing our corporate restructuring
that seeks to unlock the significant value of our two key
businesses, Deerfield and Arby's.  We expect to update our
shareholders on other matters related to our corporate
restructuring as soon as practicable."

"Roland Smith and his talented team have worked diligently over
the last year to prepare for the coming months when Triarc will be
a restaurant company," Triarc's Chairman and Chief Executive
Officer, Nelson Peltz said.  "We are excited about the evolution
of Triarc into a publicly traded restaurant company given its
potential for growth, its strong cash flow generation, its best-
in-class restaurant operations, coupled with a vibrant 40 year old
brand and a highly supportive and strong franchisee network.  We
believe that Arby's will be able to significantly increase value
through both organic growth and the acquisition of other
restaurant companies."

Goldman Sachs & Co. and Jefferies & Company acted as Triarc's
financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison
LLP acted as Triarc's legal counsel in the Deerfield transaction.

Triarc is a holding company and, through its subsidiaries, is
currently the franchisor of the Arby's restaurant system and the
owner of approximately 94% of the voting interests, 64% of the
capital interests and at least 52% of the profits interests in
Deerfield, an asset management firm.  The Arby's restaurant system
is comprised of approximately 3,600 restaurants, of which, as of
December 31, 2006, 1,061 were owned and operated by our
subsidiaries. Deerfield, through its wholly owned subsidiary
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with approximately
$13.2 billion under management as of Dec. 31, 2006.

                          About Triarc

Triarc Companies, Inc., (NYSE: TRY.B) -- http://www.triarc.com/--  
is a holding company and, through its subsidiaries, is currently
the franchisor of the Arby's restaurant system and the owner of
approximately 94% of the voting interests, 64% of the capital
interests and at least 52% of the profits interests in Deerfield &
Company LLC, an asset management firm.  The Arby's restaurant
system is comprised of approximately 3,600 restaurants, of which,
as of December 31, 2006, 1,061 were owned and operated by our
subsidiaries.  Deerfield, through its wholly-owned subsidiary
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with approximately
$13.2 billion under management as of Dec. 31, 2006.

                   Sale-Leaseback Obligations

A significant number of the underlying leases for the company's
sale-leaseback obligations and its capitalized lease obligations,
as well as its operating leases, require or required periodic
financial reporting of certain subsidiary entities within its
restaurant segment or of individual restaurants, which in many
cases has not been prepared or reported.  The company has
negotiated waivers and alternative covenants with its most
significant lessors which substitute consolidated financial
reporting of its restaurant segment for that of individual
subsidiary entities and which modify restaurant level reporting
requirements for more than half of the affected leases.

Nevertheless, as of Dec. 31, 2006, the company said that it was
not in compliance, and remain not in compliance, with the
reporting requirements under those leases for which waivers and
alternative financial reporting covenants have not been
negotiated.  However, none of the lessors has asserted that they
are in default of any of those lease agreements.  The company
doesn't believe that this non-compliance will have a material
adverse effect on its consolidated financial position or results
of operations.


VILLEGAS RESTAURANT: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Villegas Restaurant, Ltd.
        1735 Grand River Avenue
        Okemos, MI 48864
        Tel: (517) 347-2080

Bankruptcy Case No.: 07-03003

Type of Business: The Debtor operates a
                  Midwestern-themed restaurant.
                  See http://www.restaurantvillegas.com/

Chapter 11 Petition Date: April 25, 2007

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Kevin B. Schumacher, Esq.
                  Glassen Rhead McLean Campbell & Schumacher
                  533 South Grand Avenue
                  Lansing, MI 48933
                  Tel: (517) 482-3800
                  Fax: (517) 482-8253

Estimated Assets: Unknown

Estimated Debts:  $50,000 to $100,000

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Rewards Network Inc.                        $45,000
2 North Riverside Plaza, Suite 950
Chicago, IL 60605

Consumers Energy                             $7,329
Lansing, MI 48937-0001

Auto-Owners Insurance                        $4,696
P.O. Box 30315
Lansing, MI 48864-1803

Stan Setas Produce                           $4,591

Meridian Township                            $3,061

R. Hirt Jr., Co.                             $2,916

NP Premium Finance Company                   $1,800

Community Based Interventions                $1,414

Delau Fire Services                          $1,330

Ecolab                                         $923

Accident Fund                                  $772

Sugar Bush Supplies Co.                        $619

Westwind Milling Co.                           $530

Earthly Delights, Inc.                         $469

Cross Refrigeration, Inc.                      $355

Meijer                                         $285

TDS Metrocom                                   $211

Deluxe Business Checks & Solutions             $104

Great Lakes Window Cleaning                     $35


WERNER LADDER: Court Approves Sale of Werner Co. for $270 Million
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order approving the sale of substantially all of the assets of
Werner Holding Co. (DE), Inc. aka Werner Ladder Co. to a group
including Black Diamond Capital Management, Brencourt Advisors
LLC, Levine Leichtman Capital Partners III, L.P., Milk Street
Investors LLC, Schultze Asset Management LLC, and the TCW Group,
Inc. (TCW).

The transaction is expected to close in May of 2007.  The
transaction, valued at approximately $270 million, represents a
higher price than the Stalking Horse bid selected by the Company
in March of 2007.  The transaction includes a comprehensive
agreement among each of the creditor constituencies, the repayment
of the company's first lien debt, a cash distribution to second
lien holders, the payment of significant trade claims in the
normal course and the potential for unsecured creditors to realize
incremental value.

The company will continue to operate in the normal course of
business and ongoing customers, vendors, and employees will be
unaffected.  The sale transaction will substantially reduce
Werner's debt and overall leverage as over $300 million of
liabilities will be extinguished through this transaction.  Werner
will benefit from an improved capital structure and liquidity that
will allow the company to serve its customers and meet all of its
future obligations.

"We are very pleased the Court has approved the sale order," James
J. Loughlin, Jr., Werner's Interim Chief Executive Officer, said.
"This is a good result for Werner and its employees and positions
the Company for future success.  We remain committed to serving
our customers and teaming with our suppliers and other business
partners to remain the leader in each of our product segments."

Werner Co. was advised by Loughlin Meghji + Company, Willkie Farr
& Gallagher LLP, and Rothschild Inc.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.


WESCO DISTRIBUTION: Inks $365MM Credit Facility with GE Commercial
------------------------------------------------------------------
GE Commercial Finance Corporate Lending provided a $365 million
asset-based credit facility to WESCO Distribution, Inc.

The transaction, arranged by GE Capital Markets, refinances a
previous facility and includes a significant line increase.  WESCO
will use the facility for ongoing working capital needs.

"By extending our relationship with GE, we have a lender who knows
our business and works closely with our organization to understand
our evolving financing needs," Stephen A. Van Oss, CFO for WESCO,
said.  "The new facility GE has structured provides us with
increased flexibility and liquidity to help foster our growth
strategy."

"Understanding the business lifecycles of our clients allows us to
continuously deliver financing to help support their business
plans," Tom Quindlen, President and CEO of GE Corporate Lending,
said.  "Whether asset-based, cash flow or structured finance,
we're dedicated to finding the right solution to meet their
needs."

Founded in 1922 in Pittsburgh, Pennsylvania, WESCO Distribution
Inc., a primary operating entity of WESCO International, Inc.
(NYSE: WCC), distributes electrical construction products and
electrical and industrial maintenance, repair and operating
supplies.  WESCO operates seven fully automated distribution
centers and approximately 400 full-service branches in North
America and selected international markets.

As of April 24, 2007, WESCO Distribution, Inc., carries Moody's
Investors Service's Ba3 Senior Unsecured rating.


WII COMPONENTS: S&P Withdraws B Rating on Proposed $179MM Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' rating and '2'
recovery rating on the proposed $179 million first-lien credit
facility and its 'CCC+' rating and '5' recovery rating on the
proposed $64 million second-lien facility of WII Components
Inc.(B/Negative/--).

"The withdrawal of the ratings on the proposed bank facilities
followed the company's announcement that it was not proceeding
with the previously planned refinancing," said Standard & Poor's
credit analyst Sean McWhorther.

As a result, the tender offer for WII's existing senior unsecured
notes was not satisfied, and the notes will remain in place.

WII Components is a leading manufacturer of wood cabinet doors,
hardwood components, and engineered wood products in the U.S.,
selling primarily to kitchen and bath cabinet OEMs.


WOLVERINE TUBE: Posts $79MM Recurring Losses in Year Ended Dec. 31
------------------------------------------------------------------
Wolverine Tube Inc. reported results for the full year and fourth
quarter of 2006.  Net loss for the year ended Dec. 31, 2006, was
$79.2 million compared with a net loss of $38.6 million for 2005.

Included in these results were after tax restructuring and other
charges of $75.3 million in 2006 and $17.2 million in 2005.  The
charges in 2006 related to providing:

   a) a $23.9 million, non-cash allowance to reflect an adjustment
      to the valuation of the company's Canadian company's
      deferred tax assets;

   b) a $44 million in restructuring and other charges in
      conjunction with the closing of the Montreal, Ontario and
      Jackson, Tennessee facilities, well as the consolidation of
      the company's U.S. distribution facility into the Decatur,
      Alabama plant site; and

   c) a $7.4 million for advisory fees and expenses for
      professional services incurred in conjunction with the
      company's balance sheet restructuring.

In 2005, the restructuring and other charges of $17.2 million
related to:

   a) a $12.6 million, non-cash charge to provide a partial
      adjustment to the valuation allowance for deferred tax
      assets;

   b) charges associated with the termination and freezing of the
      company's U.S. defined benefit plants;

   c) employee costs associated with restructuring of the
      company's corporate organization; and

   d) a loss on the sale of the Jackson facility's real estate
      well as the corporate airplane.

Excluding these restructuring and other charges, the net loss
would have been $3.9 million in 2006 compared with a net loss of
$21.4 million in 2005.

Net sales were $1.4 billion in 2006, compared to $873.5 million in
2005.  This 61% increase in net sales reflects the 84%, year over
year, increase in the average COMEX price of copper, which is a
direct pass through to our commercial products customers.
Additionally, a 7.2% volume improvement and a 9.4% increase in
unit fabrication revenues contributed to the improved net sales.

For the fourth quarter of 2006, which historically is the
company's weakest, the net loss was $34 million as compared to a
net loss of $19.2 million in the same period of 2005.  Included in
the 2006 and 2005 results were $25 million and $16 million in
after tax charges, relating primarily to the deferred tax
valuation allowance, restructuring charges and advisory fees and
expenses.  Excluding these charges in both periods, the net loss
would have been $9 in the fourth quarter of 2006 and a net loss of
$3.3 million in the fourth quarter of 2005.

In mid February 2007 the company completed the first phase of its
recapitalization plan," Jed Deason, chief financial officer, said.
"A sale of $50 million in preferred stock to The Alpine Group,
Inc. and a fund managed by Plainfield Asset Management LLC. The
company's recapitalization plan will ultimately provide at least
$75 million, and could provide up to approximately $135 million,
in total equity proceeds to Wolverine.  The investment by these
two organizations with proven track records speaks well for the
future of Wolverine."

"Further, 2006 was an unusual year from an operating perspective,"
Deason stated.  "The year began with the residential air
conditioning OEMs transitioning to the manufacturing of 13 SEER
units which increased demand in the first half of the year,
proceeded by a weaker third and fourth quarter as the OEMs
adjusted their levels of inventory.  Demand and pricing in the
wholesale markets were extremely robust in the second quarter and
while pricing remained above average in the last half of the year,
demand dropped by almost 446% with the slowing in residential
construction and the continuing substitution effect of plastic in
the market.  Additionally, in 2006 the company was able to manage
its working capital and cash requirements through improved
inventory turns and decreasing days sales outstanding as required
to respond to the historically high copper prices."

The company has completed the initial phase of its balance sheet
restructuring with the preferred equity investment of $50 million
by The Alpine Group Inc. and a fund managed by Plainfield Asset
Management LLC.  The company is now working on phases two and
three of the capitalization plan which will include a
$51.1 million common stock rights offering and the potential
exchange offer to exchange and modify the terms of its 7.375%
Senior Notes, due in August 2008.  The company utilized the
initial $50 million of proceeds from its recapitalization plan to
reduce the amounts outstanding on the company's liquidity
facilities.  Thus, as of March 2, 2007, total North American cash
and availability under the receivables sales facility and the
secured revolving credit facility was approximately
$101.7 million, of which $23.3 million is utilized, leaving total
North American cash and liquidity facility availability of
$78.4 million, which is made up of:

   (1) $11.7 million in cash on hand in North America;

   (2) $55 million in availability under the receivables sales
       facility; and

   (3) $11.7 million in additional borrowing availability under
       the secured revolving credit facility.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $455.33 million, total liabilities of $366.15 million, and
total stockholders' equity of $89.18 million.

                       About Wolverine Tube

Wolverine Tube Inc. (Pink Sheets:WLVT) -- http://www.wlv.com/and
http://www.silvaloy.com/-- supplies copper and copper alloy tube,
fabricated products and metal joining products.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Standard & Poor's Ratings Services revised the CreditWatch
implications to positive from negative for all of its ratings on
Wolverine Tube Inc., including its 'CC' corporate credit rating.
The ratings had first been placed on CreditWatch on Nov. 1, 2006.


WOODLAND AUTO: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Woodland Auto Valet, LLC
        555 Chester Avenue
        Woodland Park, CO 80863
        Tel: (719) 687-3939

Bankruptcy Case No.: 07-14059

Type of Business: The Debtor's members, Kenneth G. Hazlett & Diana
                  N. Hazlett, filed for Chapter 11 protection on
                  November 20, 2006 (Bankr. D. Colo. Case No.
                  06-18535).

Chapter 11 Petition Date: April 24, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Michael A. Slivka, Esq.
                  Michael A. Slivka, P.A.
                  225 Thames Drive
                  Colorado Springs, CO 80906-5952
                  Tel: (719) 576-6990
                  Fax: (719) 576-6963

Total Assets: $2,665,507

Total Debts:  $2,005,126

Debtor's 21 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Park State Bank & Trust                     $35,171
P.O. Box 9                                 Secured:
Woodland Park, CO 80866                     $50,000

Tim Levulis                                 $20,000
175 Still Forest Lane
Woodland Park, CO 80863

Aquila                                      $10,503
P.O. Box 4649
Carol Stream, IL 60197-4648

Woodland Park Utilities                      $8,314

Innovation Giftware Corp.                    $4,206

Keeping Peace, Inc.                          $4,132

Big Sky Carvers/MT Silversmith               $3,968

Gift Box Corporation of America              $3,690

Department 56                                $3,569

Hutchinson Lumber                            $3,276

Blair Enterprises, LLC                       $2,632

Design Design, Inc.                          $2,446

Rial Heating & Air Conditioning              $2,446

Ty, Inc.                                     $2,111

Frontier Mechanical Systems, Inc.            $2,070

Fitz and Floyd, Inc.                         $1,924

Colorado Department of Revenue               $1,917

Master Roofing Co., LLC                      $1,887

Aurora World, Inc.                           $1,669

The Ashton Co.                               $1,750

Ashton Fine Arts                             $1,750


* S&P Puts Ratings on 52 Classes Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 52
subordinate classes from 45 residential mortgage-backed securities
transactions issued in 2005 on CreditWatch with negative
implications.  The affected classes are rated 'A-','BBB+', 'BBB-',
'BB+', 'BB', and 'B'.

The CreditWatch placements reflect early signs of poor performance
of the collateral backing these transactions.  The percentage of
loans in these pools that are severely delinquent (90-plus days,
foreclosure, and REO) for the Alt-A transactions ranges from 0.47%
(IndyMac INDA Mortgage Loan Trust 2005-AR2) to 11.20% (American
Home Mortgage Assets Trust 2005-2, loan group 1) of the current
pool balances.  Cumulative losses range from zero (several of the
pools) to 0.20% (Adjustable Rate Mortgage Trust 2005-1, loan group
5) of the original pool balances.  The percentage of loans in
these pools that are severely delinquent for the subprime
transactions ranges from 7.37% (Ownit Mortgage Loan Trust series
2005-5) to 17.04% (Aegis Asset Backed Securities Trust 2005-5) of
the current pool balances.  Cumulative losses range from to 0.03
(CWABS Asset-Backed Certificates Trust 2005-IM2) to 0.88%
(Structured Assets Investment Loan Trust 2005-HE1) of the original
pool balances.

Most of these transactions have not experienced significant
losses.  The placement of our ratings on CreditWatch when a
transaction has not experienced a loss represents a new
methodology derived from our normal surveillance practice.  S&P
had not used this methodology before applying it to the 2006 and
2005 vintages because transactions from earlier vintages did not
see the combination of early high delinquencies and minimal or no
losses.  Because these deals have not incurred substantial
cumulative realized losses, S&P measured deal performance against
the stressed time to disposition of the loans and a reinstatement
rate assumption of zero for all severely delinquent loans.

Many of the 2005-vintage transactions may be showing weakness
because of origination issues, such as aggressive residential
mortgage loan underwriting, first-time homebuyer programs,
piggyback second-lien mortgages, hybrid ARMs entering their reset
periods, and the concentration of affordability loans.

Credit support for each series is derived from either
subordination or a combination of subordination, excess interest,
and overcollateralization.  O/C levels generally are below their
targets because early losses are outpacing available excess
interest, prohibiting growth toward the targeted amounts, and
subordination amounts have not yet declined.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  Over the next three months, S&P will
monitor any losses incurred from the liquidation of REO assets. If
these losses are material, and if delinquencies continue at their
present pace, S&P will likely lower its ratings up to three
notches, depending on individual performance.  Conversely, if the
delinquency rates decline and the transactions do not realize
substantial cumulative losses, S&P will affirm the ratings and
remove them from CreditWatch negative.

These transactions are collateralized by Alt-A and subprime
mortgage loans.  The transactions were initially backed by pools
of fixed- and adjustable-rate mortgage loans secured by first,
second, or third liens on one- to four-family residential
properties.


             ALT-A RATINGS PLACED ON CREDITWATCH NEGATIVE

                   Adjustable Rate Mortgage Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-1     5-M-4          BBB-/Watch Neg     BBB-
          2005-2     6-M-5          BBB/Watch Neg      BBB
          2005-12    5-M-5          BBB-/Watch Neg     BBB-


                        Alternative Loan Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-2     B-3            BB/Watch Neg       BB
          2005-AR1   M-7            BBB+/Watch Neg     BBB+


             American Home Mortgage Assets Trust 2005-2

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-2     1-B-4          BB/Watch Neg       BB
          2005-2     1-B-5          B/Watch Neg        B
          2005-2     2-B-5          B/Watch Neg        B


       Bear Stearns Asset Backed Securities I Trust 2005-AC5

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-AC5   II-B-5         B/Watch Neg        B


                 Citigroup Mortgage Loan Trust Inc.

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-5     I-B5           B/Watch Neg        B


                CWABS Asset-Backed Certificates Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-AB4   B              BBB+/Watch Neg     BBB+
          2005-AB5   B              BBB+/Watch Neg     BBB+
          2005-IM1   B              BBB-/Watch Neg     BBB-
          2005-IM3   B              BBB/Watch Neg      BBB


               Deutsche Alt-A Securities Inc. Mortgage
                     Loan Trust Series 2005-AR1

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 -----
          2005-AR1   B-4            B/Watch Neg        B


                  GMACM Mortgage Loan Trust 2005-AF2

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-AF2   B-2            B/Watch Neg        B

]
                    Impac CMB Trust Series 2005-5

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-5     B              A-/Watch Neg       A-


              IndyMac INDA Mortgage Loan Trust 2005-AR2

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-AR2   B-5            B/Watch Neg        B


               IndyMac INDB Mortgage Loan Trust 2005-1

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-1     B-5            B/Watch Neg        B


                  IndyMac INDX Mortgage Loan Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 -----
          2005-AR19  B-5            B/Watch Neg        B
          2005-AR21  B-5            B/Watch Neg        B
          2005-AR33  B-5            B/Watch Neg        B


                          Lehman XS Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-3     1-M3           BBB/Watch Neg      BBB
          2005-8     1-M6           BBB/Watch Neg      BBB


                 Morgan Stanley Mortgage Loan Trust

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-2AR   B-5            B/Watch Neg        B
          2005-5AR   1-B-3          BBB-/Watch Neg     BBB-
          2005-5AR   B-5            B/Watch Neg        B
          2005-11AR  B-5            B/Watch Neg        B


                 Terwin Mortgage Trust Series TMTS

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-18ALT B-4            BB/Watch Neg       BB
          2005-18ALT B-5            B/Watch Neg        B


              Wells Fargo Alternative Loan Trust 2005-2

                                            Rating
                                            ------
          Series     Class          To                 From
          ------     -----          --                 ----
          2005-2     B-2            BBB-/Watch Neg     BBB-
          2005-2     B-3            BB+/Watch Neg      BB+


          Subprime Ratings Placed on Creditwatch Negative

             Ace Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
            Series     Class        To               From
            ------     -----        --               -----
            2005-HE2   B-2          BB/Watch Neg      BB
            2005-HE3   B-3          BB/Watch Neg      BB
            2005-HE5   B-3          BB/Watch Neg      BB


                 Aegis Asset Backed Securities Trust

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               -----
             2005-5      B7          BB/Watch Neg       BB


                 CWABS Asset-Backed Certificates Trust

                                             Rating
                                             ------
            Series     Class        To               From
            ------     -----        --               -----
            2005-IM2     B          BBB/Watch Neg     BBB


                  FBR Securitization Trust 2005-2

                                           Rating
                                           ------
             Series     Class        To               From
             ------     -----        --               ----
             2005-2     M-10         BBB-/Watch Neg   BBB-


                  Fremont Home Loan Trust 2005-2

                                            Rating
                                            ------
             Series     Class        To               From
             ------     -----        --               ----
             2005-2     B-5          BB-/Watch Neg    BB-


          Merrill Lynch Mortgage Investors Trust 2005-FM1

                                         Rating
                                         ------
          Series     Class        To               From
          ------     -----        --               ----
          2005-FM1   B-3          BBB-/Watch Neg   BBB-


              Option One Mortgage Loan Trust 2005-1

                                         Rating
                                         ------
          Series     Class        To               From
          ------     -----        --               ----
          2005-1     M-9          BBB-/Watch Neg   BBB-


             Ownit Mortgage Loan Trust Series 2005-5

                                         Rating
                                         ------
          Series     Class        To               From
          ------     -----        --               ----
          2005-5     B-3          BBB-/Watch Neg   BBB-


              Structured Asset Investment Loan Trust

                                         Rating
                                         ------
          Series     Class        To               From
          ------     -----        --               ----
          2005-8     B            BB+/Watch Neg    BB+
          2005-9     B2           BB/Watch Neg     BB
          2005-11    B1           BB+/Watch Neg    BB+
          2005-11    B2           BB/Watch Neg     BB
          2005-HE1   B3           BB+/Watch Neg    BB+


                     Terwin Mortgage Trust

                                         Rating
                                         ------
          Series     Class        To               From
          ------     -----        --               ----
          2005-2HE   B-3          BBB-/Watch Neg   BBB-
          2005-6HE   B-5          BBB/Watch Neg    BBB
          2005-6HE   B-6          BBB-/Watch Neg   BBB-
          2005-10HE  B-7          BB/Watch Neg     BB
          2005-14HE  B-3          BBB-/Watch Neg   BBB-


* BOOK REVIEW: A Treatise on the Right of Property in Tide Waters
-----------------------------------------------------------------
Author:     Joseph K. Angell
Publisher:  Beard Books
Paperback:  440 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798105X/internetbankrupt

Jospeh Angell's A Treatise on the Right of Property in Tide Waters
has been widely received as a leading authority on this topic both
in the United States and in England.

This was the first detailed work published in the United States
concerning principles which relate to the right of property in
tide waters, i.e., those waters in which there is an ebbing and
flowing of the tide.

There is a broad scope of topics covering such areas as the
development of common law doctrines, the right of fishery,
delimitation, the right to seaweed, rights acquired by
prescription and custom, statutes and usage, adjoining owner
rights, and wrecked property thrown on the shore.

                             *********

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 ***