TCR_Public/070508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 8, 2007, Vol. 11, No. 108

                             Headlines

AAMES MORTGAGE: Moody's Junks Rating on Class B Certificates
ACE SECURITIES: Moody's Downgrades Ratings on Four Certificates
ALLEGHENY ENERGY: Successful Operations Cue S&P to Lift Ratings
ALLIED HOLDINGS: Court Doesn't Favor Earlier Shareholders' Meeting
ALLIED HOLDINGS: Wants to Assume and Assign Wilmington Lease

AMR CORPORATION: Pays $285 Mil. Balance of Sr. Sec. Revolving Loan
ARCAP 2003-1: Fitch Lifts Rating on $24 Mil. Class K Notes to BB
ARCAP 2004-1: Fitch Lifts Rating on $20.5MM Class K Notes to BB-
ARMOR HOLDINGS: Selling Assets to BAE Systems for $4.1 Bil. Cash
ASC INC: To Sell Convertible & Design Units to Hancock Park

ASSOCIATED BRANDS: Unitholders OK Sale of Subsidiaries to TorQuest
BALLY TOTAL: Acting Chief Executive Officer Barry Elson to Resign
BATTLE CREEK: A.M. Best Says Financial Strength Rating is Good
BEAR STEARNS: Moody's Holds Low-B Ratings on Six 2002-TOP6 Certs.
BENEATH THE TREES: Case Summary & 15 Largest Unsecured Creditors

BODISEN BIOTECH: Kabani & Company Inc. Raises Going Concern Doubt
BON-TON STORES: Fitch Upgrades Issuer Default Rating to B from B-
BOMBARDIER CAPITAL: S&P Puts D Rating on 1998-C Class M-2 Certs.
BOWATER INCORPORATED: Posts $35 Mil. Net Loss in First Qtr. 2007
BRIGGS & STRATTON: Closing Plants Due to Drop in 1st Qtr Earnings

BRODER BROS: Earns $300,000 in Fourth Quarter Ended December 30
CANTRONIC SYSTEMS: Sells Shares to Settle Debt w/ Caltech
CLEAR CHANNEL: Units Ink Asset Purchase Deal with GoodRadio.TV
CHOCTAW RESORT: Debt Repayment Prompts S&P to Upgrade Ratings
COINSTAR INC: Reduced Leverage Cues S&P to Lift Debt Rating to BB

CONTINUUM CARE: Auction for 11 Nursing Facilities Set on May 30
CREST G-STAR: Fitch Lifts Rating on $15.5MM Class D Notes to BB+
CSAB MORTGAGE: Fitch Rates $2.1 Mil. Class DB5 Certificates at BB
DAIMLERCHRYSLER: Magna is Chrysler's Serious Bidder, Paper Says
DANA CORP: Wants Section 1113/1114 Ruling Deferred Until May 31

DANA CORP: Wants Open-Ended Deadline to Remove Court Actions
DELPHI CORP: Section 1113/1114 Conference Set for May 23
DELPHI CORP: Court Moves Lease-Decision Period Until September 30
DICK BRUHN: Case Summary & 20 Largest Unsecured Creditors
DILLARD'S INC: Debt Reduction Cues Moody's to Lift Rating to Ba3

EASTMAN KODAK: Closes Unit Sale to Onex Corp. for $2.5 Billion
EMI GROUP: Confirms Approach of Potential Bidders
ENERGY PARTNERS: Completes Cash Tender Offer of 8-3/4% Sr. Notes
FENDER MUSICAL: S&P Holds B+ Rating and Revises Outlook to Stable
FIRST UNION: S&P Affirms B Rating on Class G Series 1999-C1 Certs.

FIRST UNION-LEHMAN: S&P Lifts Rating on Class J Certificates to B-
FORD MOTOR: Plans to Open Banking Unit in Russia, Aksakov Says
FREMONT HOME: Fitch Takes Various Actions on Four Securitizations
G-STAR 2002-2: Fitch Holds BB+ Rating on $11.5 Mil. Class D Notes
GLOBAL POWER: Consulting Pacts w/ Past Execs Get 6 Mos. Extension

GLOBAL POWER: Court Moves Exclusive Plan Filing Period to May 17
GRAPHIC PACKAGING: Moody's Rates Proposed $1.06 Bil. Loan at Ba2
GRAPHIC PACKAGING: S&P Rates Proposed $300MM Credit Facility at B+
GS MORTGAGE: Fitch Takes Various Rating Actions on 4 Transactions
HOUSTON EXPLORATION: Launches $175 Mil. of 7% Sr. Notes Offering

HOVNANIAN ENTERPRISES: Reports Preliminary Results for Second Qtr
J.P. MORGAN: Moody's Cuts Ratings on Six 2005-LDP2 Certificates
KIK CUSTOM: S&P Junks Rating on Planned $240 Million Bank Facility
KONINKLIJKE AHOLD: Sells U.S. Unit to Consortium for $7.1 Billion
LEINER HEALTH: S&P Retains Negative Watch on B- Credit Rating

LOCKLAND C-STORE: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY CO: Cash Flow Pressure Cues Moody's Negative Outlook
MCCOMMAS LFG: Case Summary & 22 Largest Unsecured Creditors
MISSION CRITICAL: Case Summary & 20 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Holds Low-B Ratings on Six Cert. Classes

MORGAN STANLEY: S&P Places 'B+' Rated $3MM Notes Under Neg. Watch
MOUNTAIN VIEW: S&P Rates $14 Million Class E Notes at BB
NAVISTAR INT'L: Fitch Retains Negative Watch on BB- Ratings
NELLSON NUTRACEUTICAL: Court Okays Johnson as Compensation Advisor
NELLSON NUTRACEUTICAL: Taps Alvarez & Marsal as Financial Advisor

NORTHROP GRUMMAN: Debt Reduction Cues Moody's to Review Ratings
NORTHWEST AIRLINES: Applies Listing on New York Stock Exchange
NUTRO PRODUCTS: Inks Pact Selling Pet Food Operations to Mars
OMNOVA SOLUTIONS: Fitch Affirms and Withdraws Low-B Ratings
OXFORD INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

PEOPLE'S CHOICE: PC Asset Wins Residual Interests Auction
PEOPLE'S CHOICE: Equity One Wins Auction for Lot 1 Assets
PORTRAIT CORP: Plan Confirmation Hearing Scheduled for May 21
PRICELINE.COM INC: Paying $80 Million to Settle 2000 Class Action
QUEST DIAGNOSTICS: Earns $105.9 Million in Quarter Ended March 31

RADNOR HOLDINGS: Files Disclosure Statement in Delaware
RADNOR HOLDINGS: U.S. Trustee's Ch. 7 Conversion Plea Put On Hold
SAFENET INC: Acquisitive Growth Strategy Cues S&P's B Rating
SHAW GROUP: Secures $700 Mil. EPC Contract from American Electric
SINCLAIR BROADCAST: S&P Rates Proposed $300MM Senior Notes at B

SOLECTRON CORP: Fitch Affirms Low-B Ratings with Stable Outlook
SPECIALTY RESTAURANT: Texas Court Moves Chap. 11 Case to Tennessee
STRUCTURED ASSET: S&P Cuts Rating on 2003-BC12 Class B Certs. to B
TENFOLD CORP: Posts $932,000 Net Loss for 1st Qtr. Ended March 31
TRIBUNE CO: Commences Repurchase of 126 Mil. Common Stock Shares

WACHOVIA BANK: Moody's Holds Low-B Ratings on Six 2005-C17 Certs.
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six 2005-C18 Certs.
WACHOVIA BANK: Moody's Holds Low-B Ratings on 7 2004-C14 Certs.
WESCO HOLDINGS: High Debt Leverage Cues S&P's B+ Credit Rating

* Hunton & Williams Names Brian Buroker Head of IP Practice

* Large Companies with Insolvent Balance Sheets

                             *********

AAMES MORTGAGE: Moody's Junks Rating on Class B Certificates
------------------------------------------------------------
Moody's Investors Service has downgraded two tranches from one
Aames Mortgage deal issued in 2003.  The transaction consists of
first and second lien, adjustable and fixed-rate subprime mortgage
loans.  The loans were originated by Aames Capital Corporation and
are serviced by Wilshire Credit Corporation.

The subordinate certificates are being downgraded based on the
fact that existing credit enhancement levels may be low given the
current projected losses on the underlying pool.  Although the
deal is performing within Moody's original loss expectations,
credit enhancement has declined due to stepped-down enhancement
levels combined with high back-ended losses.  

Overcollateralization is currently below its 50 bp floor and
future losses could cause further erosion of the
overcollateralization and put pressure on the most subordinate
tranches.

The complete rating actions are:

Issuer: Aames Mortgage Trust 2003-1

    * Cl. B, Downgraded to Caa3 from Ba1
    * Cl. M-6, Downgraded to B2 from Baa3


ACE SECURITIES: Moody's Downgrades Ratings on Four Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded certain certificates from
one Ace Securities Home Equity Loan Trust deal, issued in 2004.  
The transaction consists of subprime first-lien adjustable and
fixed-rate loans.

The four subordinate certificates from the 2004-HE1 transaction
have been downgraded because existing credit enhancement levels
are low given the current projected losses on the underlying
pools.  The pool of mortgages has seen an increase in losses in
recent months with severities rising.  The transaction has zero
overcollateralization and the Class B tranche has taken
approximately $3,400,000 in write-downs as of the 4/25/07
reporting date.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust

Downgrades:

    * Series 2004-HE1; Class M-4, downgraded to Baa3 from Baa1;
    * Series 2004-HE1; Class M-5, downgraded to B1 from Baa3;
    * Series 2004-HE1; Class M-6, downgraded to Caa2 from Ba2;
    * Series 2004-HE1; Class B, downgraded to C from Caa2.


ALLEGHENY ENERGY: Successful Operations Cue S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company Allegheny Energy Inc., its
utility subsidiaries, Monongahela Power Co., West Penn Power Co.,
and Potomac Edison Co., and its unregulated generation company,
Allegheny Energy Supply Co. LLC, to 'BBB-' from 'BB+'.
     
The outlook is stable.  The rating action affects nearly
$3.3 billion of debt, excluding securitized debt.
     
The upgrade reflects the company's successful operations and
maintenance cost reductions and significant credit metric
improvement.
     
The ratings on Allegheny reflect the business profiles of its low
risk regulated subsidiaries that generate stable cash flow, a
phased transition, through higher capped prices, to markets in
Pennsylvania, Maryland and Virginia over the next three years,
valuable coal-based assets that will benefit from market based
generation, improving operational performance, and transmission
development projects that will likely receive strong regulatory
support.
     
Standard & Poor's also raised its business profile score on the
company to '6' from '7'.
     
The company has resolved the previously lingering effects of
business strategies that were poorly executed, and the business
score now reflects the company's combination of a relatively
stable regulated utility business and more volatile unregulated
generation.
     
The stable outlook on Allegheny Energy and its subsidiaries
reflects continuing strong operating performance and expectations
for some improvement in the financial risk profile.

Commenting on the company's upgraded ratings, Paul J. Evanson,
chairman, president and chief executive officer of Allegheny
Energy, said in a press statement that "Returning to investment
grade status is a major milestone, underscoring how far we have
come since 2003, when the company was near bankruptcy.  I am
deeply grateful to our dedicated employees, whose contributions
are so important to our success."

Based in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.


ALLIED HOLDINGS: Court Doesn't Favor Earlier Shareholders' Meeting
------------------------------------------------------------------
The Honorable Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia denied the ad hoc committee of equity
security holders' request to compel Allied Holdings, Inc., to
convene its annual shareholders' meetings for the purpose of
electing directors, to the extent that AHI will not be complying
with the related Securities and Exchange Commission regulations.

Although it is a "well-settled rule" that the right to compel a
shareholders' meeting for the purpose of electing a new board
continues during reorganization meetings, the ad hoc committee of
equity security holders and the Debtors disagree whether the
audited financials are required prior to an annual shareholders
meeting.

The parties agree that SEC regulations require that a corporation
that solicits proxies from shareholders must send an annual
report with each proxy statement.  SEC regulations also require
that the annual report must include, inter alia, audited
financial statements for each of the three most recent fiscal
years.

AHI contends that it cannot hold its 2007 annual meeting to elect
directors at an earlier date because:

     * SEC regulations require that shareholders be provided with
       the prior year's audited financial statements at least 20
       calendar days before the annual meeting; and

     * it does not expect its accountants to complete the audit
       of its 2006 financial statements until April 2007.

On the other hand, the Ad Hoc Equity Committee argues that case-
law clearly establishes that Allied can hold an annual
shareholders' meeting prior to the completion of its financial
statements if the Court orders.

The Ad Hoc Equity Committee's reliance of Newscastle Ptnrs.,
L.P., v. Vesta Ins. Group, Inc., 887 A.2d 975, 981 (Del.Ch.2005),
for the proposition that a registered company can convene annual
shareholders' meetings without first disseminating a proxy
statement or an information statement is misplaced with respect
to the Debtors' case at this time, Judge Mullins states.

Unlike in Newscastle Partners, Judge Mullins says, the Court has
not issued an order directing the Debtors to hold their annual
meeting.  Further, the Debtors have scheduled a shareholders'
meeting for May 17, 2007.

In addition, Judge Mullins notes that there is no:

   (a) ad hoc exemption sought from the SEC to the "Regulation
       14C rules," which require that the information statement
       provided to each shareholder is to be accompanied or
       preceded by an annual report containing, inter alia,   
       audited financial statements; and

   (b) concern that the shareholders meetings are indefinitely
       delayed at this time.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

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


ALLIED HOLDINGS: Wants to Assume and Assign Wilmington Lease
------------------------------------------------------------
Allied Holdings, Inc.'s debtor-affiliate Axis Group, Inc., seeks
authority from the U.S. Bankruptcy Court for the Northern District
of Georgia to assume its lease agreement with Hunt Enterprises,
Inc., for the premises located at 1500 Lomita Boulevard, in
Wilmington City, California, and assign the lease to California
Cartage Company.

The Lease has a five-year term, commencing on April 15, 2004, and  
expiring on April 14, 2009.  Upon its execution, Axis paid a  
security deposit of $108,576 to Hunt.

The base rent under the Lease includes $108,576 per month in  
addition to annual increases.

Axis has used the Premises to store vehicles for one of its  
customers.  The customer no longer has a need for storage in the  
vicinity.

Accordingly, Axis intends to assign the Lease to California  
Cartage in exchange for financial consideration.  The salient  
terms of the proposed assignment agreement are:

   (a) California Cartage will pay the Base Rent directly to Hunt
       according to the terms of the Lease;

   (b) California Cartage will pay Axis an assignment fee of
       approximately $26,136 per month, which will total $627,264
       based on the two years remaining on the term of the Lease;

   (c) California Cartage will replace the Security Deposit; and

   (d) California Cartage will pay a brokerage commission of 5%
       of the sum of the total Assignment Fee and Base Rent for
       the remainder of the term of the Lease.  The commission
       will be split evenly between:

         * CB Richard Ellis, the broker for Axis, and
         * Cushman & Wakefield, California Cartage's broker.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,  
Georgia, tells the Court that by contemporaneously assuming and  
assigning the Lease, the Debtors are able to increase the value  
of their estates by approximately $627,264.  The terms of the  
assignment are thus fair and favorable to the Debtors.

Axis maintains that no "cure amount" is owed for the Lease.

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Allied Holdings Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)

                            Plan Update

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


AMR CORPORATION: Pays $285 Mil. Balance of Sr. Sec. Revolving Loan
------------------------------------------------------------------
AMR Corporation provided an update on actions taken in the first
quarter of 2007 as part of its ongoing efforts to strengthen its
balance sheet and build a stronger financial foundation.
    
The company's subsidiary, American Airlines, has paid in full the
$285 million principal balance of its senior secured revolving
credit facility, which had been fully drawn since its
establishment in December 2004.  AMR's $444 million term loan
facility remains outstanding.
    
The company said that the revolving credit facility may be
redrawn, subject to certain conditions, and repaid from time to
time depending on various factors, such as economic and industry
conditions and the company's financial condition.
    
American Eagle Airlines Inc., its wholly owned subsidiary, has
prepaid $79 million in principal amount of aircraft debt.  The
prepayment, which occurred in February, is incremental to AMR's
$1.3 billion in scheduled principal payments in 2007.
    
AMR anticipates ending the first quarter of 2007 with $5.8 billion
in cash and short-term investments, including a restricted balance
of nearly $500 million, compared to a cash and short-term
investment balance of $4.8 billion, including a restricted balance
of $510 million, in the first quarter of 2006.
    
AMR also said that it expects to complete by mid-April the
refinancing of $350 million in municipal bonds that originally
were issued in 1990 to help fund the development of American's
Alliance Maintenance and Engineering Base in Fort Worth, Texas.

The closing of the transaction is subject to certain government
approvals.  The refinanced bonds, to be issued by AllianceAirport
Authority Inc., will have a blended interest rate of 5.46%, down
from a rate of 7.5% in the current bonds, and a final maturity of
Dec. 1, 2029.
   
AMR estimates that by paying down the revolving credit facility
balance, prepaying the aircraft debt and refinancing the
maintenance facility bonds, as described above, it will eliminate
$15 million of its annual net interest expense.
    
"The company believes that these actions illustrate its continued
progress in strengthening its balance sheet, which is an important
component of the company's Turnaround Plan that has helped to
position the company for long-term success," Thomas W. Horton,
executive vice president of finance and planning and chief
financial officer of AMR said.  "While there is more work to do,
the company is building a stronger company by reducing debt and
increasing liquidity while continuing to find ways to grow revenue
and reduce costs."
    
AMR's balance sheet improvement include:

   * more than $1.1 billion, raised through three equity
     issuances in the past 17 months, including the sale of
     13 million new shares in January that raised $500
     million;
     
   * reduced total debt, which includes the principal   
     amount of airport facility tax-exempt bonds and the present
     value of aircraft operating lease obligations, to
     $18.4 billion at the end of the fourth quarter of 2006,
     compared to $20.1 billion a year earlier, the company
     expects to end the first quarter of 2007 with total debt of
     $17.6 billion;
     
   * reduced net debt, which is defined as total debt less
     unrestricted cash and short-term investments, from
     $16.3 billion at the end of 2005 to $13.6 billion at
     the end of 2006, the Company expects to end the first
     quarter of 2007 with net debt of $12.3 billion.

                         About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc., -- http://www.aa.com/-- a worldwide scheduled passenger  
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.  

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on April 12, 2007,
Standard & Poor's Ratings Services affirmed its ratings on AMR
Corp. (B/Positive/B-2) and subsidiary American Airlines Inc.
(B/Positive/--).  The rating outlook is revised to positive from
stable.


ARCAP 2003-1: Fitch Lifts Rating on $24 Mil. Class K Notes to BB
----------------------------------------------------------------
Fitch has upgraded eight classes and affirmed two classes of the
notes issued by ARCap 2003-1 Resecuritization, Inc.

These rating actions are effective immediately:

    -- $54,800,000 class A notes affirmed at 'AAA';
    -- $36,000,000 class B notes affirmed at 'AAA';
    -- $20,500,000 class C notes upgraded to 'AAA' from 'AA';
    -- $15,400,000 class D notes upgraded to 'AA+' from 'AA-';
    -- $36,100,000 class E notes upgraded to 'AA' from 'A+';
    -- $13,000,000 class F notes upgraded to 'A' from 'BBB+';
    -- $45,000,000 class G notes upgraded to 'A' from 'BBB+';
    -- $9,000,000 class H notes upgraded to 'A-' from 'BBB';
    -- $28,000,000 class J notes upgraded to 'BBB' from 'BB+';
    -- $24,000,000 class K notes upgraded to 'BB' from 'B+'.

ARCap 2003-1 is a collateralized debt obligation, which closed
August 27, 2003. ARCap 2003-1 is supported by a static pool of
commercial mortgage-backed securities.  The collateral was
selected and is administered by Centerline REIT Inc. (formerly
known as ARCap REIT Inc.), rated 'CAM1' by Fitch for structured
finance collateral management.

The upgrades are driven primarily by the improved credit quality
and seasoning of the portfolio.  Since Fitch's last review, 39.97%
of the portfolio was upgraded an average of 1.34 notches, with no
downgrades experienced.  The weighted-average rating factor has
improved, but remains in the 'BB-/B+' category.  The collateral
has a remaining weighted-average life of 6.15 years.

All overcollateralization and interest coverage tests have
remained stable since issuance.  There are no defaulted assets in
the portfolio.  The CMBS assets in the collateral pool range from
the 1999 vintage to the 2003 vintage with none being first loss
classes.  Due to defeasance and amortization, Fitch believes these
CMBS vintages are a positive factor in this transaction.

The ratings of the class A and B notes address the likelihood that
investors will receive timely payments of interest, as per the
governing documents, as well as the aggregate principal amount by
the stated maturity date.  The ratings of the class C, D, E, F, G,
H, J and K notes address the likelihood that investors will
receive ultimate interest payments, as per the governing
documents, as well as the aggregate principal amount by the stated
maturity date.


ARCAP 2004-1: Fitch Lifts Rating on $20.5MM Class K Notes to BB-
----------------------------------------------------------------
Fitch has upgraded eight and affirmed two classes of the notes
issued by ARCap 2004-1 Resecuritization, Inc.

These rating actions are effective immediately:

    -- $57,100,000 class A notes affirmed at 'AAA';
    -- $30,600,000 class B notes affirmed at 'AAA';
    -- $26,500,000 class C notes upgraded to 'AAA' from 'AA';
    -- $8,500,000 class D notes upgraded to 'AA+' from 'AA-';
    -- $30,700,000 class E notes upgraded to 'AA' from 'A+';
    -- $13,600,000 class F notes upgraded to 'A' from 'BBB+';
    -- $36,000,000 class G notes upgraded to 'A-' from 'BBB+';
    -- $13,000,000 class H notes upgraded to 'BBB+' from 'BBB';
    -- $31,500,000 class J notes upgraded to 'BBB-' from 'BB+';
    -- $20,500,000 class K notes upgraded to 'BB-' from 'B+'.

ARCap 2004-1 is a collateralized debt obligation which closed on
April 29, 2004. ARCap 2004-1 is supported by a static pool of
commercial mortgage-backed securities.  The collateral was
selected and is administered by Centerline REIT Inc. (formerly
known as ARCap REIT Inc.), rated 'CAM1' by Fitch for structured
finance collateral management.

The upgrades are driven primarily by the improved credit quality
of the portfolio and the seasoning of the collateral.  Since
Fitch's last review, 30.45% of the portfolio has been upgraded by
a weighted average of 1.49 notches and there has been no negative
migration.  The weighted-average rating factor (WARF) has improved
since last review but remains in the 'BB-/B+' category.  The
weighted-average life has decreased to 8.79 from 9.49.  The
overcollateralization and interest coverage tests have remained
stable since issuance.  There are no defaulted assets in the
portfolio.  The CMBS assets in the collateral pool ranges from the
1999 vintage to the 2004 vintage with none being first loss
classes.  Due to defeasance and amortization, Fitch believes these
CMBS vintages are a positive factor in this transaction.

The rating of the class A and B notes addresses the likelihood
that investors will receive full and timely payments of interest
and ultimate repayment of principal by the stated maturity date.  
The ratings of the class C, D, E, F, G, H, J and K notes address
the likelihood that investors will receive ultimate payment of
scheduled and compensated interest and ultimate repayment of
principal by the stated maturity date.


ARMOR HOLDINGS: Selling Assets to BAE Systems for $4.1 Bil. Cash
----------------------------------------------------------------
Armor Holdings, Inc. entered into a definitive merger agreement to
be acquired by BAE Systems, Inc., a wholly owned subsidiary of BAE
Systems plc, for $4.1 billion, or a price per common share of $88
through a one-step merger.

The transaction is subject to approval of Armor Holdings, Inc.
shareholders and to customary closing conditions, including
compliance with The Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and approval under the Exon-Florio National Security Test
for Foreign Investment.  The transaction is expected to close in
the third quarter.

"We are exceptionally pleased to join forces with BAE Systems plc,
a global leader in the defense industry," Warren B. Kanders,
Chairman and Chief Executive Officer of Armor Holdings, Inc. said.  
"We would like to thank our shareholders for the constant support
they have shown our company through numerous transactions and
business initiatives that have enabled us to deliver superior
investment returns.  Importantly, we would also like to thank our
management team and our Board of Directors for their dedication
and stewardship over the years."

"We are excited to move this business to the next phase of its
development," Robert R. Schiller, President of Armor Holdings,
Inc., commented.  "We have no doubt that BAE Systems will place
the needs of our customer and those of the men and women in
uniform who depend on our products at the center of their ongoing
effort.  We owe a special thanks and a deep debt of gratitude to
each of our over 8,000 employees around the world.  Their tireless
commitment to excellence and innovation has and will continue to
make this organization strong for many years into the future."

Armor Holdings was advised by Goldman, Sachs & Co., Inc. and
Merrill Lynch & Co., Inc., as financial advisors and Kane Kessler,
P.C., as legal counsel.

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH)-- http://www.armorholdings.com/-- manufactures and  
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.

                          *     *     *

Armor Holdings, Inc.'s 8-1/4% Senior Subordinated Notes due 2013
carry Moody's Investors Service's B1 rating and Standard & Poor's
B+ rating.


ASC INC: To Sell Convertible & Design Units to Hancock Park
-----------------------------------------------------------
ASC Incorporated disclosed that Hancock Park Associates, a
private-equity firm based in Los Angeles, agreed to purchase
the automotive "open air" roof-systems unit and the automotive
design-services unit of ASC from its owner, American Specialty
Cars Holdings LLC.  Terms of the transaction were not disclosed.

As a condition of the asset-purchase agreement, the sale of the
two ASC units is to be conducted under the provisions of Chapter
11, Section 363, of the U.S. Bankruptcy Code.  Accordingly, ASC
has filed a voluntary petition for reorganization under Chapter 11
with the U.S. Bankruptcy Court for the Eastern District of
Michigan.

American Specialty Cars Holdings believes that a sale in this
fashion will ensure an orderly, strategic sale of ASC's viable
open-air and design units and the liquidation and dissolution of
ASC's other, non-productive assets.

As part of the filing, ASC has arranged for debtor-in-possession
financing from Comerica Bank, which will be used by ASC to fund
normal business operations.  The company said the steps it is
taking will help ensure continuity of supply to its customers, and
that it has planned appropriately for these actions and is
operating as normal.

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- supplies highly engineered roof  
systems and of design services for automakers.  The company filed
for Chapter 11 protection on May 2, 2007 (Bankr. E.D. Mich. Case
No. 07-48680).  Gary H. Cunningham, Esq., and Sean M. Walsh, Esq.,
at Giarmarco, Mullins & Horton, P.C., represent the Debtor.  When
the Debtor filed for protection from its creditors it estimated
assets and debts between $1 million and $100 million.


ASSOCIATED BRANDS: Unitholders OK Sale of Subsidiaries to TorQuest
------------------------------------------------------------------
Unitholders of Associated Brands Income Fund, at a special meeting
of Unitholders held on March 4, 2007, approved the proposed sale
of the Fund's operating subsidiaries to a wholly owned subsidiary
of a fund managed by an affiliate of TorQuest Partners Inc.

At the meeting, unitholders approved amendments to both of the
amended and restated declarations of trust of the Fund and its
wholly owned subsidiary, Associated Brands Operating Trust to
provide for the redemption of units of the Fund and ABOT and for
the termination of the Fund and ABOT.  The proceeds of the sale
will be paid to unitholders by way of the redemption of the
outstanding Fund units at a cash redemption price between $0.80
and $0.82 per unit.

In connection with the sale transaction, TorQuest agreed to fund
up to $1,925,000 of the Fund's transaction expenses.  If the
Fund's transaction expenses do not exceed this amount, the
redemption price per unit will be $0.82.  If the Fund's
transaction expenses exceed $1,925,000, any excess expenses (to a
maximum amount equal to $0.02 multiplied by the number of Fund
units outstanding at closing) will be paid by the Fund from the
proceeds of the sale, with a corresponding reduction in the per
unit redemption price of up to $0.02 per unit.  Management of the
Fund estimates that the Fund's transaction expenses will be
approximately $1,925,000.

The sale transaction, which is subject to closing conditions, is
expected to be completed on or about May 8, 2007.  The redemption
of the Fund's units is expected to occur on or about May 10, 2007.

The transaction and related arrangements received the approval of
more than 66-2/3% of the votes cast by or on behalf of all
unitholders at the meeting, as well as the approval of the
majority of votes cast by or on behalf of "minority" unitholders
for purposes of Ontario Securities Commission Rule 61-501 and
Regulation Q-27 of the Autorite des marches financiers du Quebec.

Headquartered in Toronto, Ontario, Associated Brands Income Fund
(TSX: ABF.UN) -- http://www.associatedbrands.com/-- through its  
operating subsidiaries, manufactures and supplies private-label
dry-blend food products and household products in North America.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
certain subsidiaries of Associated Brands Income Fund were in
default as at March 31, 2007 under financial covenants under their
credit agreement with a Canadian Chartered Bank and under the
exchangeable debentures of Associated Brands Holding L.P.

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


BALLY TOTAL: Acting Chief Executive Officer Barry Elson to Resign
-----------------------------------------------------------------
Bally Total Fitness Holding Corporation disclosed that Barry R.
Elson will step down as acting Chief Executive Officer effective
May 31, 2007.  He will facilitate a transition of his
responsibilities by providing the company consulting services over
the following 90 days and by continuing to serve as a Director.  
The company, which has an active search ongoing for a permanent
CEO, said that Don R. Kornstein will assume the new role of Chief
Restructuring Officer, continue to serve as interim Chairman of
the Board and facilitate the transition relating to Mr. Elson
stepping down as CEO.

"On behalf of the Board of Directors, senior field and corporate
management and the entire Bally staff, I wish to acknowledge
Barry's outstanding contributions to Bally Total Fitness as acting
CEO," Mr. Kornstein stated.  "Barry's strong commitment,
leadership and focus on operational improvements are resulting in
significant changes across the company and we appreciate his
efforts and look forward to his future contributions.  By building
on Barry's accomplishments and working with our creditors, we look
forward to establishing a strong and stable financial foundation
and implementing a new vision for Bally Total Fitness."

"Over the past nine months, we have been aggressively pursuing
literally dozens of initiatives to enhance the Bally Total Fitness
member experience," Mr. Elson added.  "As a result of
comprehensive marketing research studies, the Company is
significantly better positioned to more effectively target its
marketing and retention efforts.  We now have for the first time a
much richer understanding of our members' needs and what we have
to do to retain more of our existing members and who to target as
our better prospects.  Bally Total Fitness has a strong brand
franchise and customer base and both of these factors will be
leveraged in moving the company forward."

Mr. Kornstein was elected to the Bally Board of Directors in
January 2006 and was named interim Chairman in August 2006.  He is
founder and managing member of Alpine Advisors LLC, a strategic,
financial and management consulting firm serving a broad range of
companies.  Prior to founding Alpine Advisors, Mr. Kornstein
served as Chief Executive Officer, President and Director of
Jackpot Enterprises Inc., a New York Stock Exchange-listed
company.  Mr. Kornstein was also a Senior Managing Director in the
investment banking department of Bear, Stearns & Co. Inc. for 17
years.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial      
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

                          *     *     *

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.


BATTLE CREEK: A.M. Best Says Financial Strength Rating is Good
--------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and assigned an issuer credit rating of "bbb-
" to Battle Creek Mutual Insurance Company (Battle Creek, NE).  
The outlook for both ratings is stable.

These rating actions reflect Battle Creek Mutual's improved
capital position driven by its conservative investment portfolio
and improved underwriting leverage.  The ratings also recognize
the corrective actions management has taken to boost overall
profitability, including strict enforcement of underwriting
standards and rate revisions.  These actions, along with favorable
market conditions, resulted in improved operating performance.

Partially offsetting these positive rating factors are Battle
Creek Mutual's historically volatile operating results, modestly
elevated leverage and dependence on reinsurance.  As a single
state writer in Nebraska, Battle Creek Mutual's operating results
continue to be exposed to frequent and severe weather-related
events.  However, a comprehensive reinsurance program is
maintained to address the exposure to high severity events.

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.


BEAR STEARNS: Moody's Holds Low-B Ratings on Six 2002-TOP6 Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 12 classes of Bear Stearns Commercial
Mortgage Securities Trust 2002-TOP6, Commercial Mortgage Pass-
Through Certificates, Series 2002-TOP6 as:

    * Class A-1, $166,264,588, Fixed, affirmed at Aaa
    * Class A-2, $647,947,000, Fixed, affirmed at Aaa
    * Class X-1, Notional, affirmed at Aaa
    * Class X-2, Notional, affirmed at Aaa
    * Class B, $30,739,000, Fixed, upgraded to Aaa from Aa1
    * Class C, $30,739,000, Fixed, upgraded to Aa3 from A2
    * Class D, $12,575,000, Fixed, upgraded to A2 from A3
    * Class E, $25,150,000, WAC, affirmed at Baa2
    * Class F, $9,780,000, WAC, affirmed at Baa3
    * Class G, $12,575,000, Fixed, affirmed at Ba1
    * Class H, $9,780,000, Fixed, affirmed at Ba2
    * Class J, $8,383,000, Fixed, affirmed at Ba3
    * Class K, $5,588,000, Fixed, affirmed at B1
    * Class L, $5,588,000, Fixed, affirmed at B2
    * Class M, $2,794,000, Fixed, affirmed at B3

As of the April 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 12.4%
to $979 million from $1.12 billion at securitization.  The
Certificates are collateralized by 135 mortgage loans, ranging in
size from less than 1.0% to 7.2% of the pool, with the top 10
loans representing 42.1% of the pool.  The pool includes five
shadow rated loans, representing 21.1% of the pool.  Ten loans,
representing 7.1% of the pool, have defeased and are
collateralized by U.S. Government securities.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Ten loans,
representing 10.4% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 87.7% and 75.6%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 72.7%, compared to 73.8% at Moody's last review in
November 2005 and compared to 76.6% at securitization.  Moody's is
upgrading Classes B, C, and D due to increased subordination
levels, stable overall pool performance and defeasance.

The largest shadow rated loan is the Regent Court Loan ($70.1
million - 7.2%), which is secured by a 567,000 square foot Class A
office building located in Dearborn, Michigan.  The property is
100.0% leased to the Ford Motor Company (Moody's senior unsecured
rating Caa1; negative outlook) through December 2016.  The loan is
coterminous with the lease and is fully amortizing.  Although the
property's occupancy and financial performance have been stable,
Ford's credit rating has declined since securitization.  The loan
has amortized by approximately 17.9% since securitization.  
Moody's current shadow rating is Baa3, compared to Baa2 at last
review.

The second largest shadow rated loan is the Coliseum Centre Loan
($68.5 million - 7.0%), which is secured by six Class A suburban
office buildings totaling 974,000 square feet.  The buildings are
situated in an office park located approximately five miles from
downtown Charlotte, North Carolina.  As of September 2006, the
portfolio was 71.0% occupied, compared to 78.0% as of November
2005 and 94.0% at securitization.  Leases for an additional 10.0%
of GLA expire by the end of 2008.  The loan is on the master
servicer's watchlist due to the decline in occupancy.  Moody's
current shadow rating is below investment grade, the same as at
last review.

The third largest shadow rated loan is the Best Buy Portfolio Loan
($26.2 million - 2.7%), which is secured by a portfolio of 12
retail properties totaling 481,000 square feet and located in
seven states.  All of the properties are 100.0% occupied by Best
Buy under a master lease through April 2018.  The loan has
amortized by approximately 7.9% since securitization.  Moody's
current shadow rating is Baa1, compared to Baa3 at last review.

The fourth largest shadow rated loan is the Broadcom Corporation
Loan ($22.7 million - 2.3%), which is secured by a 200,000 square
foot Class B office/R&D building located in San Jose, California.  
The property is 100.0% leased to Broadcom Corporation through May
2010.  Moody's current shadow rating is Baa2, the same as at last
review.

The fifth largest shadow rated loan is the Overton Park Plaza Loan
($18.3 million - 1.9%), which is secured by a 351,000 square foot
retail center located in Fort Worth, Texas.  Moody's current
shadow rating is Baa1, the same as at last review.

The top three conduit loans represent 15.2% of the outstanding
pool balance.  The largest conduit loan is the Bank One Center
Loan ($61.3 million - 6.3%), which is secured by a 1.0 million
square foot Class A office building located in the New Orleans,
Louisiana.  The property is located in an area of New Orleans that
did not experience significant flooding, but the property
sustained damage from high winds and rain.  All the repairs have
been completed.  As of April 2007 the property was 95.0% leased
and 89.8% occupied, compared to 87.4% leased and 66.0% occupied at
last review.  Moody's LTV is 99.5%, compared to in excess of
100.0% at last review.

The second largest conduit loan is the Capital City Mall Loan
($51.5 million - 5.3%), which is secured by the borrower's
interest in a 608,000 square foot regional mall located in
suburban Harrisburg, Pennsylvania.  The property is anchored by
J.C. Penney, Sears, and Hecht's, which is not part of the
collateral.  As of September 2006, the in-line shops were 95.0%
occupied, compared to 99% at last review.  Moody's LTV is 71.0%,
compared to 73.8% at last review.

The third largest conduit loan is the Fair City Mall Loan ($35.0
million - 3.6%), which is secured by a 392,100 square foot
community shopping center located in Fairfax, Virginia.  Moody's
LTV is 70.8%, compared to 73.2% at last review.


BENEATH THE TREES: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Beneath The Trees, L.L.C.
        1935 Lincoln Road
        Leland, NC 28451

Bankruptcy Case No.: 07-01664

Type of Business: The Debtor provides skilled nursing care
                  facilities.

Chapter 11 Petition Date: May 4, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Community Care Pharmacy                                 $22,018
Attention: Managing Agent
P.O. Box 335
Shallotte, NC 28459

Landover Corp. of Morganto                              $21,000
Attention: Managing Agent
P.O. Box 1726
Morganton, NC 28680

NC Senior Citizens Fed                                   $5,000
Attention: Managing Agent
P.O. Drawer 1455
Henderson, NC 28459

Karen Clark                                              $2,400

Cape Fear Paving                                         $2,076

J&D Sprinkler Co., Inc.                                  $1,296

A.S.I.                                                     $768

A Place for Mom                                            $332

S.O.S., Inc.                                               $300

Hanover Fire & Safety, Inc.                                $300

All Kinds of Stuff                                         $225

Forms & Supply, Inc.                                       $131

MedOx Healthcare                                           $107

The Door Doctor                                             $70

R.S.L. Management Services                              unknown


BODISEN BIOTECH: Kabani & Company Inc. Raises Going Concern Doubt
-----------------------------------------------------------------
Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about Bodisen Biotech Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to certain lawsuits filed by investors
against the company and the company being subject to potential
claims from certain investors who have a right to receive the
company's shares.

The company reported net income of $13.7 million on net revenue of
$43.6 million for the year ended Dec. 31, 2006, compared with net
income of $7.4 million on net revenue of $31 million for the year
ended Dec. 31, 2006.

The company attributed the growth in revenue to the increase in
the company's customer base, which it believes resulted from
continued efforts to aggressively market its products.

The company incurred operating expenses of approximately
$3.5 million for the year ended Dec. 31, 2006, an increase of
45.0%, compared to $2.4 million for the year ended Dec. 31, 2005.  
The increase in operating expenses is related to increased legal
fees as well as increased sales and marketing costs.

At Dec. 31, 2006, the company's balance sheet showed $69.2 million
in total assets, $1.4 million in total liabilities, and
$67.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1e93

                           Litigation

As disclosed by the company, in late 2006, various shareholders of
the company filed eight purported class actions in the U.S.
District Court for the Southern District of New York against the  
company and certain of its officers and directors, among others,
asserting claims under the federal securities laws.  The
complaints contain general and non-specific allegations about
prior financial disclosures and internal controls and a prior,
now-terminated relationship with a financial advisor.  

The company relates that the court has consolidated each of the
actions into a single proceeding and as of Dec. 31, 2006, only
plaintiffs in two of the actions have served summons and complaint
on the company.  The company believes it has meritorious defenses
to each of the actions and intend to defend them vigorously.

                      About Bodisen Biotech

Headquartered in Shaanxi province, China, Bodisen Biotech Inc.
(Other OTC: BBCZ.PK) -- http://www.bodisen.com/-- manufactures  
liquid and organic compound fertilizers, pesticides, insecticides
and agricultural raw materials certified by the Petroleum Chemical
Industry Administrative office of China, Shaanxi provincial
government and Chinese government.


BON-TON STORES: Fitch Upgrades Issuer Default Rating to B from B-
-----------------------------------------------------------------
Fitch Ratings has upgraded its ratings on The Bon-Ton Stores, Inc.
as:

The Bon-Ton Stores, Inc.

    -- Issuer Default Rating to 'B' from 'B-'.

The Bon-Ton Department Stores, Inc.

    -- Senior Secured Credit Facility to 'BB/RR1' from 'B+/RR2';
    -- Senior Unsecured Notes to 'CCC+/RR6' from 'CCC/RR6'.

Bonstores Realty One and Two, LLC

    -- Mortgage Loan Facility to 'BB/RR1' from 'B+/RR2'.

Approximately $1.2 billion of debt was outstanding as of Feb. 3,
2007.  The Rating Outlook is Stable.

The upgrade of the IDR reflects BONT's successful integration of
Saks Incorporated's Northern Department Store Group and an
improving financial profile.  BONT completed the acquisition of
the NDSG on March 6, 2006, and the integration has gone according
to plan, with BONT achieving $14 million of synergies in 2006
toward an expected run rate of $33 million.

BONT unified the two chains' merchandise assortments by phasing
the NDSG's private brands and certain national brands into the
Bon-Ton stores.  The company also unified the two chains'
promotional calendars, which resulted in a less aggressive
promotional posture at the Bon-Ton stores.  These changes led to a
2.7% comparable store sales decline at the Bon-Ton stores
(excluding NDSG) in 2006.  However, comparable store sales at the
acquired NDSG stores were up 4.4% in the fourth quarter of 2006,
and on a combined company basis, fourth quarter comps were up
0.5%.  The addition of the more profitable NDSG stores also aided
the consolidated operating (EBIT) margin, which increased to 5% in
2006 from 3.8% in 2005.

BONT financed the NDSG acquisition entirely with debt, which
pushed adjusted debt/EBITDAR from 3.5 times (x) at year-end 2005
to 5.2x at year-end 2006.  Looking ahead, the company plans to
direct free cash flow to debt reduction, which should help to push
leverage below 5x in 2007.

The issue ratings shown above are derived from the IDR and the
relevant recovery rating.  The $1 billion senior secured credit
facility is rated 'BB/RR1', indicating outstanding (90%-100%)
recovery prospects in a distressed scenario.  The facility is
secured by a first lien on substantially all of the assets of the
borrowing entities and guarantors, except for certain mortgaged
real property.  The facility provides more than enough capacity to
handle seasonal inventory swings of around $250 million.

The $260 million mortgage loan facility is also rated 'BB/RR1',
indicating outstanding (90%-100%) recovery prospects in a
distressed scenario.  The facility is secured by mortgages on 23
stores and one distribution center, and these properties are owned
by bankruptcy-remote special purpose entities.  The $510 million
of senior unsecured notes are rated 'CCC+/RR6', and are considered
to have poor (0%-10%) recovery prospects in a distressed scenario.


BOMBARDIER CAPITAL: S&P Puts D Rating on 1998-C Class M-2 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on various
classes of Bombardier Capital Mortgage Securitization Corp.'s
senior/subordinated pass-through certificates from series 1998-C
and 1999-A.
     
The lowered ratings reflect the continued poor performance of the
underlying pools of manufactured housing loans that support the
certificates, as well as the resulting decrease in credit
enhancement available to cover future losses within both
transactions.  Current loss projections for both deals
significantly exceed initial expectations as well as expectations
expressed in earlier reviews by Standard & Poor's.
     
With a pool factor of 34.52%, series 1998-C displays a cumulative
net loss rate of 34.16%.  Similarly, series 1999-A, with a pool
factor of 35.53%, displays a cumulative net loss rate of 34.27%.

In the fourth quarter of 2001, Bombardier announced that it was
exiting the manufactured housing loan origination business.  In
March 2006, Green Tree Servicing LLC was assigned as the successor
servicer following the resignation of Bombardier Capital Inc.
     
The downgrade of class M-2 in series 1998-C to 'D' reflects the
nonpayment of full and timely interest, as well as the increased
likelihood that investors in the class M-2 notes will not receive
ultimate repayment of their original principal investments.  
Standard & Poor's believes that interest shortfalls to this class
will remain prevalent in the future given the adverse performance
trends and the location of the class M-2 write-down interest at
the bottom of the transaction's payment priorities.
   
                           Ratings Lowered
   
          Bombardier Capital Mortgage Securitization Corp.
           Senior/subordinated pass-through certificates
                             series 1998-C

                                  Rating
                                  ------
                     Class     To          From
                     -----     --          ----
                      M-1      CCC-        CCC+
                      M-2      D           CCC
   

          Bombardier Capital Mortgage Securitization Corp.
           Senior/subordinated pass-through certificates
                            series 1999-A

                                    Rating
                                    ------
                     Class     To          From
                     -----     --          ----
                      A-2       B           B+
                      A-3       B           B+
                      A-4       B           B+
                      A-5       B           B+
                      M-1       CCC-        CCC+


BOWATER INCORPORATED: Posts $35 Mil. Net Loss in First Qtr. 2007
----------------------------------------------------------------
Bowater Incorporated reported a net loss for the first quarter of
2007 of $35.4 million on sales of $771.6 million.  These results
compare with a net loss of $18.8 million on sales of
$893.2 million for the first quarter of 2006.

"The continued decline in newsprint consumption and seasonally
slow coated paper demand, along with weak lumber markets, led to
price declines during the quarter," said David J. Paterson,
chairman, president and chief executive officer.  "We also
experienced considerable cost pressures as a result of the rapid
increase in the cost of recycled fiber and the impact of
production curtailments. We have seen some improvement in the
second quarter with better demand for several of our paper grades
and softening in the cost of recycled fiber."

First quarter 2007 special items, net of tax, consisted of a
$35.9 million gain related to asset sales, a $12.3 million charge
related to tax adjustments, a $3.4 million loss relating to
foreign currency changes, and a $7 million charge for severance
and merger-related costs.  Excluding these special items, the net
loss for the quarter would have been $48.6 million, as compared
with first quarter 2006 net loss before special items of
$19.1 million.

During the first quarter, given weak demand for paper grades
partially due to seasonal reasons, the company curtailed
significant newsprint and specialty paper production. The
manufacturing cost impact of these curtailments for the quarter is
about $15 million and reduced production overall by about 68,000
metric tons.

"The deterioration in domestic newsprint demand underscores the
strategic rationale for our proposed merger with Abitibi-
Consolidated, which is to significantly improve efficiencies by
reducing costs and increasing productivity," continued Mr.
Paterson.  "I am pleased with the progress we have made thus far
and look forward to closing this transaction in the third
quarter."

As of March 31, 2007, the company posted total assets of about
$4.6 billion, total liabilities of about $3.7 billion, and
minority interest of about $69.7 million, resulting in a total
stockholders' equity of about $796 million.

                          Segment Detail

For the first quarter, newsprint had an operating loss of
$4.1 million, a decrease of $15.4 million from the fourth quarter.  
The company's average transaction price decreased $22 per metric
ton, compared to the fourth quarter.  Average operating costs
increased by $8 per metric ton primarily due to lower production
volumes and higher recycled fiber costs.

For the first quarter, specialty papers had an operating loss of
$8.7 million.  The company's average transaction price decreased
$21 per short ton during the quarter, while average operating
costs improved by $24 per short ton mainly due to higher
production volumes and greater efficiencies.

Compared to the fourth quarter of 2006, operating earnings for
market pulp decreased slightly to $18.7 million in the first
quarter.  The average market pulp transaction price for the
company increased $14 per metric ton.  Average operating costs
increased $9 per metric ton compared to the fourth quarter, as a
result of an annual kraft mill outage at one of the company's
sites.

For the first quarter, lumber had an operating loss of
$13.6 million.  The average lumber transaction price for the
company decreased $7 per thousand board feet.  The company also
experienced a lumber inventory charge of about $4 million due to
lower prices.

Operating earnings for the quarter were $8.6 million, a decrease
of $7.2 million from the fourth quarter.  The company's average
transaction price for coated papers decreased $35 per short ton in
the quarter compared to the fourth quarter of 2006.

                           About Bowater

Headquartered in Greenville, South Carolina, Bowater Inc.
(NYSE: BOW) -- http://www.bowater.com/-- produces coated and  
specialty papers and newsprint, as well as sells bleached market
pulp and lumber products.  Bowater employs about 7,400 people and
has 12 pulp and paper mills in the U.S., Canada and South Korea.  
In North America, it also operates a converting facility and owns
10 sawmills.  It owns or leases about 815,700 acres of timberlands
owned or leased in the U.S. and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                          *     *     *

As reported in the Troubled Company Reporter on March 27, 2007,
Moody's Investors Service downgraded Bowater Incorporated's long-
term debt ratings by one notch with the company's corporate family
rating downgraded to B2 from B1, and its senior unsecured notes
downgraded to B3 from B2.


BRIGGS & STRATTON: Closing Plants Due to Drop in 1st Qtr Earnings
-----------------------------------------------------------------
Briggs & Stratton Corp. is streamlining its operations to include
lay-offs and plant closures due to the drop in earnings for the
quarter ended March 31, according to various sources.

The Wisconsin-based company intends to lay-off 41 workers from its
Milwaukee Engine Division in June and to close down its Simplicity
Manufacturing Inc. plant in Port Washington, which will affect 500
workers.

Last month, the company disclosed that 480 employees of its plant
in Rolla, Missouri would be displaced by the end of the year when
the plant closes and moves its production to China and to a
company plant in Poplar Buff, Missouri.

The company's sales declined due to a low demand of lawn, garden
equipment and portable generators, plus high retail inventories
and a loss of market share in Europe, The Business Journal of
Milwaukee reports.

Headquartered in Wauwatosa, Wisconsin, Briggs & Stratton Corp.
(NYSE: BGG) -- http://briggsandstratton.com/-- manufactures    
small, air-cooled engines for lawn and garden and other outdoor
power equipment.  The company also produces generators and
pressure washers in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Standard and Poor's Rating Services lowered its corporate credit
and senior unsecured ratings for Briggs & Stratton Corp. to BB+
from BBB-.  Outlook is stable.


BRODER BROS: Earns $300,000 in Fourth Quarter Ended December 30
---------------------------------------------------------------
Broder Bros., Co. reported that its fourth quarter ended Dec. 30,
2006 net sales were $240.9 million, as compared with $263 million
for the fourth quarter 2005.  Income from operations for the
fourth quarter 2006 was $9.3 million, as compared with $13.3
million for the fourth quarter 2005.  Fourth quarter 2006 net
income was $300,000, as compared with $2.3 million for the fourth
quarter 2005.

The company's Broder division generated fourth quarter 2006 net
sales of  $98 million, as compared with $103 million in the fourth
quarter 2005.  The Alpha division generated fourth quarter 2006
revenue of $112.3 million, as compared with $126.4 million in the
fourth quarter 2005.  The NES division generated net sales of
$30.6 million in the fourth quarter 2006, as compared with
$33.6 million in the fourth quarter 2005.

Fourth quarter 2006 gross profit was $49.5 million, as compared
with $50.9 million for the fourth quarter 2005.  Unit volumes
decreased during the fourth quarter 2006 compared to the fourth
quarter 2005.  Commodity trade brand product units declined on
lower volume and higher margin products as the company continued
to sell fewer low margin white tee shirts.  Insufficient private
label inventory levels in key styles during the second and third
quarters of 2006 contributed to volume declines during the fourth
quarter 2006 relative to the prior period.  Sufficient inventory
in private label brand products was on hand by the end of December
2006.  Volume declined for exclusives brand products during the
fourth quarter 2006, as compared with the fourth quarter 2005
resulting from the termination of one vendor relationship at the
end of 2005.

                      Full Year 2006 Results

For fiscal 2006, net sales were $959.3 million, as compared with
$978.4 million for fiscal 2005.  Income from operations for fiscal
2006 was $26.6 million, as compared with $32.2 million for the
prior year.  Net loss for 2006 was $7.7 million, as compared with
net loss of $2.9 million for 2005.
    
The Broder division generated fiscal 2006 net sales of
$375 million, as compared with $376.4 million in fiscal 2005.  The
Alpha division generated net sales of $460.6 million during fiscal
2006, as compared with net sales of $473.5 million in fiscal 2005
and the NES division generated net sales of $123.7 million in
fiscal 2006, as compared with net sales of $128.5 million in 2005.

The company's balance sheet as of Dec. 30, 2006, reflected total
assets valued at $580.2 million and total liabilities of
$514.6 million, resulting in a total stockholders' equity of
$65.6 million.  Accumulated deficit in 2006 was $56.1 million, as
compared with $48.4 million in 2005.  Cash held as of Dec. 30,
2006, was $4.3 million, up from $3.3 million a year earlier.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1e92

                   Acquisition of Amtex Imports

On Sept. 28, 2006, the company acquired substantially all of the
assets of Amtex Imports Inc., a single location distributor based
in Northlake, Illinois with about $40 million in annual revenues.
The Amtex acquisition facilitated the company's entry into the
Chicago market.  The company's operating results reflected herein
include the results of Amtex from the date of acquisition and are
reported in Broder division results.

                        About Broder Bros.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co. --
http://www.broderbrosco.com/-- owns and operates three brands in  
the imprintable sportswear industry: "Broder," "Alpha," and "NES."  
The company offers industry product styles including those
manufactured by Gildan, Hanes, Jerzees, Fruit of the Loom, and
Anvil, as well as exclusive brands like Adidas Golf, Champion and
Columbia Sportswear.  The company also develops proprietary brands
including Devon & Jones, Chestnut Hill, Authentic Pigment,
Harriton, HYP, Desert Wash, Great Republic and Harvard Square.  
The company operated 17 distribution centers at December 2006 and
operated 12 distribution centers at March 30, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Standard & Poor's Ratings Services revised its outlook on
printable sportswear distributor Broder Bros Co. to negative from
stable.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit and 'CCC+' unsecured debt ratings on
the company.
     
"The outlook revision reflects the company's weaker-than-expected
operating results and credit protection measures for the fiscal
year ended December 2006," said Standard & Poor's credit analyst
Susan Ding.  Credit measures have deteriorated as a result of
higher debt levels.


CANTRONIC SYSTEMS: Sells Shares to Settle Debt w/ Caltech
---------------------------------------------------------
Cantronic Systems Inc. intends to proceed with a shares-for-debt
transaction with the California Institute of Technology, subject
to regulatory approval.

In the transaction, Cantronic will issue 538,053 of its common
shares at a deemed price of $0.14 to Caltech to settle outstanding
debt of $75,865.

The common shares issued will be subject to a four-month hold
period from the date of closing.  The Debt Settlement Shares will
be held in escrow pursuant to a pooling agreement, the terms of
which are to include that the trustee under the Pooling Agreement
will hold the share certificates for release as to one-quarter of
the Debt Settlement Shares every three months starting on the date
which falls three months from the date of the Pooling Agreement.
The issuance of the Debt Settlement Shares will not result in a
change of control.

Based in Vancouver, British Columbia, Cantronic Systems Inc. (TSX
VENTURE: CTS) -- http://www.cantronics.com/-- manufactures  
instruments with infrared night vision technology, specializing in
passive and active infrared cameras, infrared illuminators, low
light infrared sensitive CCD cameras and long-range night vision
surveillance systems for demanding homeland security applications.

Cantronic, through its U.S. subsidiary QWIP Technologies, Inc.,
holds a worldwide exclusive license from the California Institute
of Technology to produce and sell infrared detectors and sensors
based on Caltech's Quantum Well Infrared Photodetector technology.

                        Going Concern Doubt

In the going concern paragraphs of Cantronic Systems' financial
statements for the nine months ended Oct. 31, 2006, the company
showed that it has incurred a net loss of $820,879 at Oct. 31,
2006.  The company also speculated that it might not have
sufficient working capital for the next twelve months.  These
factors, the company said, raised substantial doubt about its
ability to continue as a going concern.  In order to mitigate
these factors, the company said it is still in the process of
trying to identifying sources for additional financing to fund
working capital requirements and the ongoing development of the
company's business.


CLEAR CHANNEL: Units Ink Asset Purchase Deal with GoodRadio.TV
--------------------------------------------------------------
Clear Channel Communications Inc.'s subsidiaries have entered into
an assets purchase agreement with GoodRadio.TV LLC for the sale of
187 radio stations, along with the stations' FCC licenses, real
property and station contracts.

The subsidiaries are Clear Channel Broadcasting Inc., Clear
Channel Broadcasting Licenses Inc., CC Licenses LLC, Capstar Radio
Operating Company, Capstar TX Limited Partnership, AMFM Radio
Licenses LLC, Citicasters Co., Citicasters Licenses LP and Jacor
Broadcasting Corporation.

GoodRadio.TV will pay approximately $452 million in cash and will
assume certain liabilities, including existing business contracts
and licenses with the U.S. Federal Communications Commission.

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.


CHOCTAW RESORT: Debt Repayment Prompts S&P to Upgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
Choctaw Resort Development Enterprise.  The corporate credit
rating was raised to 'BB+' from 'BB', and the rating outlook is
stable.  Total debt outstanding at Dec. 31, 2006, approximated
$252 million.
      
"The rating upgrade reflects the CRDE's strong expected credit
measures due to recent debt repayment, despite year-over-year
operating performance currently being materially affected by the
reopening of Gulf Coast gaming capacity," said Standard & Poor's
credit analyst Michael Scerbo.  "In addition, the higher rating
reflects our expectation that the CRDE will continue to maintain a
strong financial profile for the rating and that any potential
pursuit of new development projects would be accomplished in a
manner consistent with the 'BB+' rating."
     
The 'BB+' rating on the CRDE reflects a narrow business dependent
on a single property comprising two adjacent casino facilities,
the long-term uncertainty surrounding the depth of the market, and
the current decline in year-over-year operating earnings that is
occurring as the Gulf Coast gaming market reopens some capacity.  
Still, the CRDE benefit from limited competition in its
surrounding market and continues to possess a very good financial
profile for the rating.
     
The CRDE was created to operate the Pearl River Resort for the
Mississippi Band of Choctaw Indians.  The Mississippi Band of
Choctaw Indians is the only federally recognized Native American
tribe in Mississippi.  The tribe's compact with the State of
Mississippi was entered into in 1992 and contains no expiration
date or revenue sharing agreement.  It permits the tribe to
operate both land-based and Class III gaming, including slot
machines and table games.
     
Due to Hurricane Katrina, the CRDE's operation significantly
benefited from the lack of capacity on the Gulf Coast and
experienced a material increase in customer traffic and gaming
volumes.  As a result, earnings increased materially in fiscal
2006, and margins improved by more than 400 basis points.  
However, over the past few quarters, as gaming capacity has
returned to the Gulf Coast, the CRDE has experienced much lower
customer counts despite increased marketing costs in an attempt to
retain customer traffic.  Still, while the CRDE does not publicly
disclose its financial statements, its overall financial profile
is good for the 'BB+' rating and provides some cushion for either
weaker-than-expected operating results or increased debt levels
associated with the pursuit of growth opportunities.


COINSTAR INC: Reduced Leverage Cues S&P to Lift Debt Rating to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Bellevue-Washington-based Coinstar
Inc. to 'BB' from 'BB-'.  The outlook is stable.
     
The upgrade is supported by continued improvement in financial
metrics for Coinstar, including leverage that was reduced to 1.9x
in 2006 and strengthening of other credit protection measures.
     
The ratings on Coinstar reflect a business characterized by
significant customer concentration, short term(short-term
contracts or term contracts that are short?) contracts, and higher
operating risks with the growing entertainment services and e-
payment business segments.  Positive considerations include the
company's industry-leading position in automated coin-counting
machines, very satisfactory credit measures, and strong free
cash flow generation.
      
"We expect Coinstar to continue its good operating performance
while successfully integrating recent acquisitions," said Standard
& Poor's credit analyst Jackie E. Oberoi, "but the weakening of
operating results caused by the loss of a significant retail
partner, pricing pressures, or a more aggressive growth strategy
could lead to a negative outlook."


CONTINUUM CARE: Auction for 11 Nursing Facilities Set on May 30
---------------------------------------------------------------
Continuum Care Corporation will put up for auction 11 of its
assisted living/skilled nursing facilities in Maryland, Tennessee
and North Carolina on May 30, 2007.

"Nine of the properties are operational.  Ideally, these will be
sold as ongoing business concerns, either together or
individually, along with the two closed locations," says Soneet
Kapila, the Chapter 11 Trustee of the Debtor's estates.

The Ocala, Florida office of Tranzon Driggers will receive the
sealed bids -- due by 2:00 p.m. E.D.T., on Wednesday, May 30, 2007
-- and manage the auction in tandem with the northern Virginia
office of Tranzon Fox.  Both are member companies of Tranzon, LLC,
a nationwide group of accelerated marketing and auction companies.

"The aging population in combination with recent restrictions on
issuance of new facility licenses makes these facilities
especially valuable expansion opportunities for growing companies
in the assisted living and skilled nursing arena," says Stephen
Karbelk, regional president of Tranzon Fox.

                  Various Facility Renovations

According to Mr. Karbelk, all but one of the Continuum Care
properties are assisted living residences.

The sole rehabilitation/skilled nursing center is the 130-bed
facility in Sykesville, Maryland.  More than a half-million in
renovations were invested in Continuum Care at Sykesville within
the past year.  Last year, the facility earned the highest rating
for a facility of its size in the state in a Maryland Health Care
Commission Nursing Home Family Satisfaction Survey.

North Carolina assisted living homes owned by Continuum Care are
located in Elizabeth City, Wallace, Lillington and Garland.  Three
are operational; two are closed.  The largest is Harbour's Edge, a
130-bed adult care home ideally situated in the historic southern
town of Elizabeth City in the midst of a medical office park.

Wallace Gardens, licensed for 64 beds, sits about 30 miles from
Wilmington in Wallace, North Carolina.  It has undergone
renovations, as has Pinecrest Gardens, a 60- bed licensed facility
in mint condition with a separate special-care secured unit.
Pinecrest, in Lillington, North Carolina, adjoins Knollwood
Gardens, another 40-bed adult care home that currently is closed,
as is Thompson Care Center, in Garland, North Carolina.

In Tennessee, all of the assisted living centers have undergone
extensive renovations, and many have the outward appearance of
stately southern residences.

Johnson City, Tennessee has two adult care homes -- I and II --
located side-by-side and licensed for 26 and 32 beds.  Continuum
Courtyards of Knoxville I and II, licensed for 28 and 32 beds, are
beautifully maintained in a quiet residential section of
Knoxville, Tennessee close to local shopping.  Knoxville I has a
secured unit for its special care residents and underwent
remodeling in 2003, and Knoxville II offers more independent
living.

"All the properties have their own different intrinsic values,"
says Kapila.  "We're not married to selling them as a block, but
will entertain proposals that provide the best solutions and
maximum value for the estate."

                      About Continuum Care

Based in West Palm Beach, Florida, Continuum Care Corporation is a
non-profit group that operates skilled nursing care facilities in
Florida, Tennessee, North Carolina, and Maryland.  The Debtor
filed for Chapter 11 protection on Oct. 8, 2004 (Bankr. S.D. Fla.
Case No. 04-34652).  Craig I. Kelley, Esq. has represented the
Debtor in its restructuring efforts.


CREST G-STAR: Fitch Lifts Rating on $15.5MM Class D Notes to BB+
----------------------------------------------------------------
Fitch upgraded two classes and affirmed four classes of notes
issued by Crest G-Star 2001-1, LP.

These rating actions are effective immediately:

    -- $233,061,331 class A notes affirmed at 'AAA';

    -- $60,000,000 class B-1 notes affirmed at 'AA+';

    -- $15,000,000 class B-2 notes affirmed at 'AA+';

    -- $20,000,000 class C notes affirmed at 'A+';

    -- $15,500,000 class D notes upgraded to 'BB+' from 'BB';

    -- $30,377,165 limited partnership interest certificates
       (principal only) upgraded to 'B+' from 'B'.

Crest G-Star is a collateralized debt obligation, which closed
Sept. 6, 2001, supported by a static pool of commercial mortgage-
backed securities (CMBS: 44.9%), senior unsecured real estate
investment trust securities (REITs: 51.4%), and commercial real
estate loans (CREL: 3.7%).  Capmark Investments LP (CDO asset
manager rating of 'CAM1' for commercial real estate assets by
Fitch) selected the initial collateral.

The affirmations and upgrades are driven primarily by the stable
credit quality of the portfolio, the de-leveraging of the
liabilities, and the seasoning of the collateral since Fitch's
last rating action.  Since Fitch's last rating action, 27.71% of
the portfolio has been upgraded an average of 1.48 notches and
approximately 4.43% of the portfolio has been downgraded an
average of 1 notch.  The weighted average rating factor has
remained relatively stable since the last review as result of the
amortizations of the higher rated assets.  The class A notes have
paid down by 15.6%, increasing the credit enhancement to all
classes of notes.  All overcollateralization and interest coverage
tests are passing well above their respective thresholds as of the
March 2007 trustee report and show slight improvement since the
last review.  There are currently no defaulted assets in the
portfolio.  The CMBS assets in the collateral pool range from the
1995 vintage through the 2001 vintage.  Due to defeasance and
amortization, Fitch believes that these CMBS vintages are a
positive factor in this transaction.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B-1, B-2, C, and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the Limited Partnership Interest Certificates addresses the
likelihood that investors will receive the ultimate stated balance
of principal by the legal final maturity date.

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


CSAB MORTGAGE: Fitch Rates $2.1 Mil. Class DB5 Certificates at BB
-----------------------------------------------------------------
CSAB mortgage pass-through certificates, series 2007-1 Groups 2-4,
is rated by Fitch Ratings as:

    -- $220.62 million classes 2-A-1 to 2-A-6, 3-A-1 to 3-A-30,
       4-A-1 to 4-A-9, D-P, D-X, AR, and AR-L (senior
       certificates) 'AAA';

    -- $8.313 million class DB1 and DB1X 'AA+';

    -- $6.328 million class DB2 'AA';

    -- $4.218 million class DB3 'A';

    -- $3.35 million class DB4 'BBB';

    -- $2.109 million class DB5 'BB';

    -- $1.737 million class DB6 'B'.

The 'AAA' rating on the senior certificates reflect the 11.10%
subordination provided by the 3.35% class DB1, 2.55% class DB2,
1.70% class DB3, 1.35% class DB4, 0.85% class DB5, 0.70% class
DB6, and 0.60% class DB7 (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 master servicing capabilities of Wells Fargo Bank, N.A.
(Master Servicer), which is rated 'RMS1' by Fitch.

The mortgage loans consist of 1047 fixed-rate mortgage loans with
an aggregate principal balance of $248,167,548 as of the cut-off
date, April 1, 2007.  The mortgage pool has a weighted average
loan-to-value ratio (LTV) of 74.91% with a weighted average
mortgage rate of 7.153%. Cash-out refinance loans account for
30.11% and second homes 3.00%.  The average loan balance is
$237,027 and the loans are primarily concentrated in California
(19.22%), Florida (14.07%), and New York (8.08%).

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust which issued the
certificates.


DAIMLERCHRYSLER: Magna is Chrysler's Serious Bidder, Paper Says
---------------------------------------------------------------
Canadian auto parts supplier Magna International Inc. is currently
the "only party seriously interested in Chrysler,"
Reuters quoted German newspaper Automobilwoche's report on  
Saturday, citing a source familiar with the negotiations.

The TCR-Europe reported on May 2 that Magna leads the race for
DaimlerChrysler AG's Chrysler Group and could grab a much larger
stake in the ailing unit, potentially taking a direct minority
ownership stake of between 25% and 50%.

According to the Reuters report, investment bankers are
intentionally leaking talks with private equity firms Cerberus and
Blackstone but these are being held "only for tactical reasons."

Daimler is expected to make a decision this month, with a sale to
Magna slated to conclude in two months, Reuters states, citing
Automobilwoche as its source.  The German paper reported that
Daimler would initially continue to hold a stake in the loss-
making unit.  The paper also wrote that insiders say Magna will
probably sell Chrysler again once the restructuring is
successfully concluded, Reuters notes.

                      About DaimlerChrysler

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

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

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

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

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


DANA CORP: Wants Section 1113/1114 Ruling Deferred Until May 31
---------------------------------------------------------------
Dana Corp. and its debtor-affiliates, the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of
America and the United Steelworkers delivered to the United States
Bankruptcy Court a joint letter asking Judge Burton Lifland to
defer ruling on their Section 1113/1114 disputes until May 31,
2007.

Judge Lifland previously said that he would rule on the labor
disputes by the end of April.

The Debtors and the Unions stated in the joint letter that the
extension is needed "in light of ongoing discussions" between
them.

On the other hand, Judge Lifland approved the settlement between
the Debtors and the International Association of Machinists and
Aerospace Workers Union, wherein the Debtors agreed to allocate
$2,250,000 to resolve all IAMAW claims.

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

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

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

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

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


DANA CORP: Wants Open-Ended Deadline to Remove Court Actions
------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to further extend the time
by which they may file notices of removal with respect to any
actions to federal court under Section 1452 of the Judicial
Procedure Code and Rule 9027 of the Federal Rules of Bankruptcy
Procedure until the date a plan of reorganization is confirmed.

The Debtors seek that the Removal Period Extension be without
prejudice to:

   (a) any position they may take regarding whether Section 362
       of the Bankruptcy Code applies to stay any Actions; and

   (b) their right to seek further extensions of time to remove
       all Actions.

The Debtors continue to require more time to decide whether the
possible removal of any of the Actions would promote their
interests in the context of their overall restructuring process,
Corinne Ball, Esq., at Jones Day, in New York, tells the Court.

Ms. Ball relates that the Debtors are currently focused on a host
of key reorganization and business activities, including
developing a reorganization plan.  Developing a reorganization
plan would entail attending to numerous and significant tasks
like completing the divestitures of certain businesses and
assets, securing the profit improvements from the various
"Restructuring Initiatives," refining the Debtors' business plan,
completing their proceedings under Sections 1113 and 1114 of the
Bankruptcy Code, and determining the proper capital structure of
the Reorganized Debtors.

The Debtors are also reviewing and analyzing more than 15,000
claims filed against them, Ms. Ball adds.  The Debtors aim to
efficiently and timely resolve all the disputed claims.  Ms. Ball
contends that the outcome of the claim review and analysis bears
directly on the Debtors' decision whether to remove the Actions.

Moreover, the Debtors must oversee and implement the day-to-day
operation of their businesses as debtors-in-possession.  Given
the current distress in the U.S. automotive industry, this task
cannot be underestimated, Ms. Ball asserts.

Because of the reasons stated, the Debtors have not yet reached
the point where they can make final decisions relating to the
potential removal of the Actions, Ms. Ball says.

                         About Dana Corp.

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

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

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

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

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


DELPHI CORP: Section 1113/1114 Conference Set for May 23
--------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York directed Delphi Corp. and its
debtor-affiliates, certain parties, and the Official Committee of
Equity Security Holders to hold a conference concerning the
1113/1114 Motion and related matters at 2:00 p.m., Prevailing
Eastern Time, on May 23, 2007.

The parties include:

    * UAW
    * IUE-CWA
    * USW
    * IBEW Local 663
    * IAMAW District 10
    * IUOE
    * Appaloosa Management L.P.
    * Wexford Capital LLC
    * Wilmington Trust Company
    * General Motors Corporation
    * Official Committee Of Unsecured Creditors

The Court will conduct an in-person, in-camera chambers
conference pursuant to Section 105(d)(1) of the Bankruptcy Code
with the Parties at 3:00 p.m., Prevailing Eastern Time, on
May 31, 2007, so that it may be apprised of the status of the
Debtors' framework agreements with, among others, Appaloosa
Management L.P., and the parties' negotiations regarding the
consensual resolution of the 1113/1114 Motions.

Judge Drain extended the date by which he will rule on the
1113/1114 Motions to May 31, 2007, with the consent of the
Debtors and the Respondents and to the extent required by
statute.

If the Debtors file a disclosure statement on or prior to May 31,
2007, the ruling dates on the 1113/1114 Motions will be further
extended to July 31, 2007, Judge Drain ruled.

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. (Delphi Corporation Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).


DELPHI CORP: Court Moves Lease-Decision Period Until September 30
-----------------------------------------------------------------
The Hon. Robert Drain of the United States Bankruptcy Court for
the Southern District of New York further extended the date by
which Delphi Corp. and its debtor-affiliates must assume or reject
unexpired non-residential real property leases through and
including the earlier of:

   (a) September 30, 2007; or

   (b) the date on which a plan of reorganization in the Debtors'
       Chapter 11 cases is confirmed.

The Debtors are lessors or lessees with respect to approximately
80 Real Property Leases, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, notes.

The Debtors, according to Mr. Butler, are in the process of
implementing their transformation plan.  To facilitate their
transformation plan, the Debtors recently entered into the Equity
Purchase Commitment Agreement and the Plan Framework Support
Agreement with, among others, Appaloosa Management L.P.,
Harbinger Capital Partners Master Fund I, Ltd., and Cerberus
Capital Management, L.P., which provide a platform for the
resolution of transformation issues and the formulation of a
consensual plan of reorganization.

Until the outcome of the Framework Agreements is known, the
Debtors cannot determine which Real Property Leases should be
assumed and which should be rejected, Mr. Butler asserts.

The September 30, 2007 deadline coincides with the Debtors'
current deadline to solicit acceptances of a plan of
reorganization.  Mr. Butler notes that the Debtors sought the
September 30, 2007 solicitation extension because of the
possibility that:

   -- emergence from reorganization might be delayed because of
      the size and complexity of their cases;

   -- the actions required to be taken under the Framework
      Agreements might not be completed by the end of the second
      quarter of 2007; and

   -- the transactions contemplated by the Framework Agreements
      might not be consummated.

"These same factors can delay the Debtors' ability to acquire all
information necessary to decide whether to assume or reject a
lease," Mr. Butler avers.  Thus, the Debtors require more time to
complete their evaluation of the Real Property Leases.

If the current Lease Decision Deadline is not extended, the
Debtors may be compelled, prematurely, to assume substantial,
long-term liabilities under the Real Property Leases or forfeit
benefits associated with some Leases to the detriment of the
Debtors' ability to operate and preserve the going-concern value
of their business, Mr. Butler points out.

The non-debtor parties under the Real Property Leases will not be
prejudiced by an extension because the Debtors are making
payments under the Leases as they come due, Mr. Butler assures
the Court.

                           ORIX Responds

ORIX Warren, LLC, and Delphi Automotive Systems, LLC, are parties
to a certain lease for non-residential real property located at
4551 Research Parkway, Warren, Ohio.

ORIX relates that it does not object to the extension requested
by the Debtors.

ORIX, however, reserves its right to (i) object to any future
request for an extension of time to assume or reject the Lease,
and (ii) file a motion to shorten the Extension Period.

                     About Delphi Corporation

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. (Delphi Corporation Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DICK BRUHN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dick Bruhn, Inc.
        dba Dick Bruhn A. Mans Store
        dba M'Lady Bruhn
        dba Selix Formal Wear
        dba Butlers Uniforms
        c/o Uecker & Associates
        100 Pine Street, Suite 475
        San Francisco, CA 94111

Bankruptcy Case No.: 07-51338

Type of Business: The Debtor sells miscellaneous apparel and
                  accessories.

Chapter 11 Petition Date: May 4, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Sally A. Morello, Esq.
                  510 Waverly Street
                  Palo Alto, CA 94301
                  Tel: (650) 322-3300

Total Assets: $7,046,481

Total Debts: $11,306,604

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kearney Trust                    noteholder            $302,530
617 Park Street
Salinas, CA 93901

After Six, Inc.                                        $201,808
P.O. Box 100405
Atlanta, GA 30384-0405

see attachment                   accrued               $226,580
                                 valuation


Rianda Living Trust              noteholder            $175,902

Barton Family Trust              noteholder            $156,763

Sancho Manzano                   noteholder            $145,613

Joshua Arios                     noteholder            $145,574

Rober Wayman                     noteholder            $142,113

Jeffer Guerra                    noteholder            $138,509

Pankaj Patel                     noteholder            $130,534

Michael L. Phlegar               noteholder            $126,924

Proctor Family Trust             noteholder            $125,343

William Kroeger                  noteholder            $123,952

Claudia Higgins                  noteholder            $120,423

Elbeco, Inc.                     noteholder            $123,211

Barbara Clarkson Living Trust    noteholder            $106,089

Janet S. Ames                    noteholder            $104,689

Second Chance Body Armor                                $97,871

Alvin W. Roberts, Sr. Family     noteholder             $96,348

Cinde L. Bryant                  noteholder             $92,366


DILLARD'S INC: Debt Reduction Cues Moody's to Lift Rating to Ba3
----------------------------------------------------------------
Moody's raised the corporate family rating of Dillard's to Ba3
from B1 with a stable outlook.  Moody's also raised the rating on
Dillard's senior unsecured notes to B1 fromB2, and raised the
rating on Dillard's Capital Trust I preferred stock to B2 from B3.  
The upgrade reflects the improvement in credit metrics due to the
significant reduction in Dillard's debt, the company's strong
liquidity, and its solid portfolio of unencumbered real estate
assets

These ratings are upgraded:

    * Corporate family rating to Ba3 from B1
    * Unsecured senior notes to B1 from B2, LGD4(67.25%)
    * Dillard's Capital Trust I to B2 from B3, LGD6 (94.73%)
    * Probability of default rating to Ba3 from B1

Dillard's significant reduction in debt, the company's strong
liquidity, and its continuing solid portfolio of valuable real
estate assets, has led to the upgrade in the corporate family
rating to Ba3 from B1.  Dillard's is expected to generate positive
free cash flow while continuing to reduce debt over the
intermediate term.  The negative comparable store sales trend has
begun to show signs of stabilization. Dillard's corporate family
rating continues to be constrained by the company's pressured
regional competitive position within the challenged department
store industry.  The rating is also constrained by the volatile
margin performance over the last several years as it has sought to
respond to competition.  The rating is also constrained below the
level suggested by the company's credit metrics by Moody's
concerns regarding corporate governance, including the limited
independence of the board of directors from the controlling family
and weak accountability of senior management.

The stable outlook reflects the recent signs of increasing
margins, which while still volatile, are generally at a higher
level, as well as Moody's expectation that the company will
maintain strong liquidity and further reduce its debt levels over
the next twelve to eighteen months.

Dillard's, Inc. (Dillard's) is a regional department store chain,
headquartered in Little Rock, Arkansas.  It operates 328
department stores in 29 U.S. states located primarily in the
southeast, southwest, and mid-west.  Revenues for fiscal year
ended February 3, 2007 were approximately $7.8 billion.


EASTMAN KODAK: Closes Unit Sale to Onex Corp. for $2.5 Billion
--------------------------------------------------------------
Eastman Kodak Company has completed the sale of its Health Group
to an affiliate of Onex Corporation, for up to $2.55 billion.  The
acquired business is continuing under the name Carestream Health,
Inc.

Eastman Kodak has received $2.35 billion in cash, and will
receive up to $200 million in additional future payments if
Onex achieves certain returns with respect to its investment.  
Primarily because of tax-loss considerations, Eastman Kodak
expects to retain the vast majority of the initial $2.35 billion
cash proceeds.  As previously indicated, the company plans to
use a portion of the proceeds to fully repay its approximately
$1.15 billion of secured term debt.

Approximately 8,100 employees associated with the Health Group
have transferred to Carestream Health.  The business is a
worldwide leader in information technology, molecular imaging
systems, medical and dental imaging, including digital x-ray
capture, medical printers, and x-ray film.

"We are now studying options for the cash that will remain after
we pay off the secured term debt," Antonio M. Perez, Chairman and
Chief Executive Officer, said.  "Through this rigorous process
with our Board of Directors, we are focusing on financially
attractive ways to drive profitable growth and enhance shareholder
returns."

                      About Onex Corporation

Onex Corporation (TSX: OCX) is a Toronto based investment firm.  
It was founded in 1983 by Gerry Schwartz.  Today it is a public
traded company but Schwartz has 67.6% of the voting control and
continues to serve as Chairman and CEO.  Its head office is on
the 49th floor of BCE Place in Toronto, with a branch office in
New York City.

                   About Eastman Kodak Company

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging  
products and services.  The company has operations in India,
Australia, China, Hong Kong, Japan, Korea, Malasia, New Zealand,
Philippines, Singapore, Taiwan and Thailand.

                          *     *     *

In February 2007, Moody's Investors Service placed Eastman Kodak
Company's B1 Corporate Family Rating on review for a possible
downgrade.  Moody's review was prompted by the company's sale of
the Kodak Health Group as well as the fundamental operating
performance of the company.  Moody's commented that if the sale
of KHG was not pending, Moody's would expect to confirm the
company's B1 rating with a negative outlook.

In January 2007, Standard & Poor's Ratings Services placed its
ratings on Eastman Kodak Co. (B+/Watch Neg/--) on CreditWatch
with negative implications.  The Rochester, New York-based
imaging company had $3.5 billion in debt as of June 30, 2006.


EMI GROUP: Confirms Approach of Potential Bidders
-------------------------------------------------
EMI Group PLC confirmed May 4, that it received a number of
preliminary indications of interest to acquire the company.

According to Wall Street Journal reporters, Daniel Thomas and
Jessica Hodgson, although EMI didn't identify the potential
bidders, recent reports have suggested that U.S. private-equity
firm One Equity has approached it on a takeover that would value
the company at about GBP3 billion.

EMI also faces takeover interest from two other U.S. private
equity firms, Fortress and Cerberus, Reuters reports, citing the
Financial Times as its source.

According to the report, all three private equity firms has sent
letters expressing interest in buying EMI, and that the music
group would open its books to all three bidders which are expected
to make presentations to the board next week.

The FT also said that EMI gave the three groups until May 23 --
the time of its annual results -- to make fully financed, formal
offers.

EMI shares went up 18.75 pence to 246.25 pence on the London Stock
Exchange on May 4.

EMI stated that there could be no certainty that any offer will
ultimately be made.

On March 2, EMI rejected Warner Music Group's GBP2.1 billion non-
binding takeover bid, saying that the price of 260 pence per share
in cash for EMI is inadequate.

                            About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent  
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people. Revenues
in 2005 were near EUR2 billion and operating profit generated was
over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet revealed
GBP1.817 billion in total assets, GBP2.544 billion in total
liabilities and GBP726.6 million in shareholders' deficit.

The company issued two profit warnings since January 2007.

                          *     *     *

In March 2007, Standard & Poor's Ratings Services placed its
ratings on Warner Music Group Corp., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications,
following the company's statement that it is exploring a possible
merger agreement with EMI Group PLC
(BB- /Watch Neg/B), which EMI management has confirmed.

In January 2007, Moody's Investors Service downgraded EMI Group
Plc's Corporate Family and senior debt ratings to Ba3 from Ba2.  
All ratings remain under review for possible further downgrade.


ENERGY PARTNERS: Completes Cash Tender Offer of 8-3/4% Sr. Notes
----------------------------------------------------------------
Energy Partners Ltd. completed its previously announced cash
tender offer to purchase any and all of its outstanding 8-3/4%
Senior Notes due 2010 and related consent solicitation to amend
the indenture pursuant to which the Notes were issued.

The offer expired at 5:00 p.m., New York City time, on
May 3, 2007, with $145,499,000 in aggregate principal amount of
Notes tendered and accepted for purchase under the terms of the
Offer, or approximately 97% of the Notes outstanding.

Banc of America Securities LLC served as the exclusive dealer
manager and solicitation agent in connection with the offer.

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

                          *     *     *

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


FENDER MUSICAL: S&P Holds B+ Rating and Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on Scottsdale, Arizona-based Fender Musical
Instruments Corp. and revised the outlook to stable from negative.  
At the same time, Standard & Poor's assigned a 'B+' rating, the
same as the corporate credit rating, to the company's $200 million
senior secured term loan facility, with a recovery rating of '3',
indicating that lenders could expect meaningful (50%-80%) recovery
of principal in the event of a payment default.  The company will
also procure a new $100 million asset-based revolving credit
facility.
      
The revised outlook is based on Fender achieving its May 2006 bank
model for fiscal 2006 and maintaining appropriate credit
protection measures and liquidity.
     
"We believe the company's improved infrastructure, which has
contributed to significantly improved inventory management, will
help the company maintain operating stability over the
intermediate term," said Standard & Poor's credit analyst Kenneth
Shea.  "The new bank facility will also result in lower interest
expense, enhancing the company's liquidity and credit measures."
     
The ratings are based on Fender's high debt leverage and narrow
business focus, and the discretionary nature of its products.  
These factors are somewhat mitigated by the company's strong
market share and global brand names in the guitar-and amplifier-
segment, including Fender, Squier, Gretsch, and Guild.


FIRST UNION: S&P Affirms B Rating on Class G Series 1999-C1 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
D, E, and F of First Union Commercial Mortgage Trust's commercial
mortgage pass-through certificates FUNB series 1999-C1.   
Concurrently, the ratings on classes A-2, B, C, G, and IO-1 from
the same transaction were affirmed.

The upgrades and affirmations reflect credit enhancement levels
that adequately support the raised and affirmed ratings.  Classes
D and E benefited from the defeasance of $360 million (42%) of the
pool's collateral
     
As of the April 17, 2007, remittance report, the collateral pool
consisted of 209 loans with an aggregate balance of
$855.8 million, down from 238 loans with a balance of
$1.17 billion at issuance.  The master servicer, Wachovia Bank
N.A., provided primarily year-end 2005, year-end 2006, and
interim-2006 financial statements for 99% of the pool.  Based on
this information and excluding defeased and credit tenant lease
loans ($78 million, 9%), Standard & Poor's calculated a weighted
average debt service coverage (DSC) of 1.53x for the pool.  Three
loans ($7.3 million, 1%) are with the special servicer, and one of
these loans is 90-plus-days delinquent.  To date, the trust has
reported 16 losses totaling $13.4 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $158.2 million (18.5%).  The weighted
average DSC for the top 10 loans was 1.43x for year-end 2006.  
Four of the top 10 loans are on the watchlist and are discussed
further below.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all were characterized as "good."
     
Two of the three loans with the special servicer, LNR Partners
Inc., are secured by lodging properties.  Fairfield Inn
($3.2 million) is secured by a 115-room limited-service hotel
built in 1997 in Chester, Virginia, approximately 10 miles south
of Richmond.  The loan was transferred to the special servicer in
October 2006 following the receipt of a notice of default under
the franchise agreement.  The special servicer released funds from
the escrow account to fund the cost associated with repairs on the
property.  The loan is current.
     
Best Western Inn at Chimney Hill ($2.1 million) is current and is
secured by a 98-room limited-service hotel built in 1981 in
College Station, Texas.  The loan was transferred to the special
servicer in September 2006 because the franchise agreement was
terminated.  The borrower and Best Western held mediation in
December.  The borrower is evaluating all of his options,
including a sale and/or a flag change.
     
Salem Pine Apartments ($2.2 million) is secured by a 140-unit
multifamily complex in Angleton, Texas, approximately 30 miles
south of Houston.  The property was built in 1977 and renovated in
1998.  The loan is 90-plus-days delinquent.  The loan was
transferred to the special servicer in May 2005 because of payment
default.  The forbearance agreement expired on April 30, 2007.  
The borrower is in the process of selling the property and has
requested a payoff statement.
     
Wachovia reported a watchlist of 36 loans with an aggregate
outstanding balance of $130.2 million (15.2%).  Two of the top 10
loans on the watchlist are secured by an office building and a
health care facility, respectively.  Prince George's Metro Center
($21.8 million, 3%) is the second-largest loan and is secured by a
374,061-sq.-ft. office building in Hyattsville, Maryland,
northeast of downtown Washington, D.C.  The loan was placed on the
watchlist because the largest tenant (40% of gross leasable area)
vacated the property.  As of Sept. 30, 2006, DSC and occupancy
were 0.92x and 58%, respectively.
     
The fourth-largest loan, New Brighton Manor ($15.1 million), is
secured by a 300-bed skilled nursing facility in Staten Island,
New York.  The loan was placed on the watchlist due to low DSC
(0.35x at year-end 2006) resulting from substantial increases in
expenses.  The borrower has sufficient funds to cover debt service
payment shortfalls.  Reported year-end 2006 occupancy was 83%.
     
The remaining two of the four top 10 loans on the watchlist are
secured by lodging properties.  The fifth-largest loan, the DOM
Cross Set portfolio ($14.6 million, 2%), is secured by five
lodging properties situated in various locations in Virginia.  The
loan was placed on the watchlist because all of the properties
have low DSC levels attributable to low occupancy resulting from
increased competition.  The combined year-end DSC was 0.95x.
     
The Holiday Inn loan ($8.5 million, 1%) is one of the two cross-
collateralized and cross-defaulted loans that compose the sixth-
largest exposure, The Gateway Cross Loan ($14.5 million, 2%).  A
192-room full-service hotel built in 1964 and renovated in 1995 in
Bethlehem, Pennsylvania, secures the Holiday Inn loan.  The loan
was placed on the watchlist due to a low DSC of 0.99x at year-end
2005 resulting from low occupancy in a weak market.  The year-end
2006 DSC for the other loan, Bethlehem Hampton Inn & Suites, was
1.29x.
     
Standard & Poor's stressed various loans on the watchlist, along
with other loans with credit issues, as part of its pool analysis.  
The resultant credit enhancement levels support the raised and
affirmed ratings.

                           Ratings Raised
   
               First Union Commercial Mortgage Trust
           Commercial mortgage pass-through certificates
                        FUNB series 1999-C1

                        Rating
                        ------
          Class     To        From     Credit enhancement
          -----     --        ----     ------------------
            D       AAA       A             15.46%
            E       AA+       BBB+          13.42%
            F       BBB       BB+            7.29%
   

                          Ratings Affirmed
   
              First Union Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                       FUNB series 1999-C1

              Class     Rating    Credit Enhancement
              -----     ------     ----------------
               A-2       AAA            37.25%
               B         AAA            30.44%
               C         AAA            23.29%
               G         B               2.86%
               IO-1      AAA              N/A
                  

                       *N/A - Not applicable.


FIRST UNION-LEHMAN: S&P Lifts Rating on Class J Certificates to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
First Union-Lehman Bros.  Commercial Mortgage Trust's series
1997-C2.  Concurrently, the ratings on four other classes from the
same transaction were affirmed.

The upgrades of classes E, F, G, and H reflect increased credit
support due to principal paydowns of the transaction. Classes E
and F also benefited from the defeasance of $183.3 million (22%)
of the pool's collateral.  The affirmed 'AAA' ratings and raised
rating on class J reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the April 18, 2007, remittance report, the collateral pool
consisted of 206 loans with an aggregate balance of
$848.7 million, down from 422 loans with a balance of $2.2 billion
at issuance.  The master servicer, Wachovia Bank N.A., provided
year-end 2005 and interim and year-end 2006 financial statements
for 91% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.55x for the pool.  The DSC
figures exclude the defeased collateral and credit tenant lease
loans totaling $112.2 million (13%).  There are four loans
($38.8 million, 5%) with the special servicer, including one that
is 60-plus-days delinquent and one that is 90-plus-days
delinquent.  A $2.0 million appraisal reduction amount is in
effect for one of the loans.  To date, the trust has reported 19
losses totaling $51.1 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $75.7 million (19%).  The weighted average
DSC for the top 10 loans is 1.48x.  The DSC figure excludes the
second-largest loan, which is with the special servicer and is
discussed below.  Two of the top 10 loans are on Wachovia's
watchlist and are discussed further below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all were
characterized as "good."
     
There are four loan exposures with the special servicer.  The
largest loan exposure with the special servicer and second-largest
loan in the pool ($34 million, 4%) consists of two cross-
collateralized and cross-defaulted loans (Cypress Palms & Sabal
Palms loan and Royal Palms loan) secured by three health care
properties in Key Largo, Florida.  The total loan exposure was
returned to the master servicer on April 24, 2007, after the
borrower's request to reduce its liability insurance limits and
insure itself through a captive insurance company were acceptable.  
As of year-end 2006, the respective DSCs for Cypress Palms, Sabal
Palms, and Royal Palms were 0.80x, 1.54x, and 1.29x, respectively.
     
Best Western Crabtree has a total exposure of $3.4 million and is
90-plus-days delinquent.  An 88-room hotel built in 1984, in
Raleigh, North Carolina, secures this loan.  The loan was
transferred to the special servicer in March 2004 due to imminent
default.  A $1.9 million ARA is in effect.  A property sale is
scheduled to close by the end of May.
     
Holbrook Plaza Shopping Center has a total exposure of
$1.3 million and is 60-plus-days delinquent.  The loan is secured
by an 80,631-retail center, built in 1979 in Holbrook, Arizona.  
The loan was transferred to the special servicer in November 2004
due to imminent default, after the two largest tenants vacated the
property.  The borrower is in the process of executing a lease
with a well-known franchise.
     
Towering Pines is current and has a loan exposure of $640,339.  A
30-unit apartment complex built in 1994 in Albany, Georgia,
secures the loan.  The loan was assumed and will be returned to
the master servicer after three timely payments have been made.
     
Wachovia reported a watchlist of 54 loans with an aggregate
outstanding balance of $174.9 million (21%).  The largest loan on
the watchlist and seventh-largest loan in the pool, Campus Club
($17.8 million, 2%), is secured by a 252-unit student housing
property built in 1996 in Gainesville, Florida.  The loan is on
the watchlist due to a low DSC.  The year-end DSC was 0.94x and
occupancy was 89%.  Competition from new student housing with
better amenities is attributable to the decline in occupancy and
resulting low DSC.
     
Noland Fashion Square ($15.5 million, 2.0%) is secured by a
306,000-sq.-ft. retail center built in 1986, in Independence,
Missouri, 20 miles outside of Kansas City.  As of year-end 2006,
the DSC was 0.81x and occupancy was 88%.  The decline in occupancy
and low DSC is attributable to competition from new properties in
the subject market area.
     
Standard & Poor's stressed the loans on the watchlist, along with
the other loans with credit issues, as part of its pool analysis.   
The resultant credit enhancement levels support the raised and
affirmed ratings.

   
                          Ratings Raised
   
        First Union-Lehman Bros. Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                          series 1997-C2

                        Rating
                        ------
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
            E       AAA       AA-         22.54%
            F       A         BBB-        14.75%
            G       BBB+      BB           8.91%
            H       BB+       BB-          6.96%
            J       B-        CCC+         1.77%
               

                          Ratings Affirmed
   
         First Union-Lehman Bros. Commercial Mortgage Trust
           Commercial mortgage pass-through certificates
                           series 1997-C2

                Class     Rating   Credit enhancement
                -----     ------    ----------------
                 A-3       AAA           66.68%
                 B         AAA           53.69%
                 C         AAA           40.71%
                 D         AAA           26.43%
                    

                        *N/A - Not applicable.


FORD MOTOR: Plans to Open Banking Unit in Russia, Aksakov Says
--------------------------------------------------------------
A financial department of Ford Motor Company is mulling over plans
to open a subsidiary bank in Russia, said Anatoly Aksakov, deputy
chairman of the State Duma Committee for Credit Organizations and
Financial Markets, RIA Novosti relates.

According to the report, the Russian parliament member said he
learned about the company's plan during a meeting with Ford
representatives within the framework of the U.S.-Russia Business
Council in Washington.  Ford Russia President Henrik Nenzen
earlier said the company intends to open seven new plants in
Russia and reach annual production capacity of over one million
cars after 2010.

                       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 $3-billion of senior convertible notes due
2036.


FREMONT HOME: Fitch Takes Various Actions on Four Securitizations
-----------------------------------------------------------------
Fitch Ratings has taken rating action on these Fremont Home Loan
Trust residential mortgage-backed certificates:

Series 2003-3

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

Series 2003-B

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

Series 2006-B Pool 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, rated 'BBB', placed on Rating Watch Negative;
    -- Class M-10, rated 'BBB-', placed on Rating Watch Negative;
    -- Class M-11, rated 'BB+', placed on Rating Watch Negative.

Series 2006-B Pool 2

    -- Class SL-A affirmed at 'AAA';
    -- Class SL-M1 affirmed at 'AA+';
    -- Class SL-M2 affirmed at 'AA+';
    -- Class SL-M3, rated 'AA', placed on Rating Watch Negative;
    -- Class SL-M4, rated 'AA-', placed on Rating Watch Negative;

    -- Class SL-M5 downgraded to 'BBB-' from 'A+' and placed on
       'Rating Watch Negative';

    -- Class SL-M6 downgraded to 'BB-' from 'A' and placed on
       Rating Watch Negative;

    -- Class SL-M7 downgraded to 'B' from 'A-' and placed on
       Rating Watch Negative;

    -- Class SL-M8 downgraded to 'C' from 'BBB+' and assigned a
       distressed recovery rating of 'DR6';

    -- Class SL-M9 downgraded to 'C' from 'BBB+' and assigned DR
       rating of 'DR6';

    -- Class SL-B1 downgraded to 'C' from 'BBB' and assigned DR
       rating of 'DR6'.

The affirmations, affecting approximately $1.1 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $39.3 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The downgrades, affecting approximately $39.3 million of
the outstanding certificates, reflect deterioration in the
relationship between CE and expected loss.  The Rating Watch
Negative status affects approximately $65.3 million of the
outstanding certificates.

The collateral of series 2003-3 and series 2003-B consists of
first lien, fixed-rate and adjustable-rate, subprime mortgage
loans.  The certificates are supported by two collateral groups,
the first consisting of loans with principal balances that conform
to Fannie Mae and Freddie Mac guidelines, and the second
consisting of loans with principal balances that may or may not
conform to Fannie Mae and Freddie Mac guidelines.  The collateral
of series 2006-B pool 1 consists of first lien or second lien,
fixed-rate and adjustable-rate, subprime mortgage loans.  The
collateral of series 2006-B pool 2 consists of second lien, fixed-
rate, subprime mortgage loans.  All of the loans were originated
by Fremont Investment & Loan or acquired in accordance with its
underwriting criteria.  The loans underlying series 2003-3 are
serviced by Litton Loan Servicing, LP (rated 'RPS1' by Fitch).  
The loans underlying series 2003-B, series 2006-B pool 1, and
series 2006-B pool 2 are serviced by Fremont Investment & Loan
(rated 'RPS4' and placed on Rating Watch Negative by Fitch) and
master serviced by Wells Fargo Home Mortgage, Inc. (rated 'RPS1'
by Fitch).

Series 2006-B pool 1, classes M-9 through M-11 are placed on
Rating Watch Negative because of current trends in the
relationship between serious delinquency and CE.  This transaction
has 9.1% of the current collateral balance in foreclosure and real
estate owned.  In addition, the 60+ DQ (including loans in
bankruptcy, FC, and REO) is 15.1% of the current collateral
balance, which is relatively high compared to the subprime
industry average.  Monthly losses have exceeded excess spread for
the last three months causing the overcollateralization (OC) to
deteriorate below the $20.1 million target to $18.9 million.  The
OC provides 2.2% in credit enhancement to class M-11.  In
addition, the annualized excess spread currently available to
absorb losses is approximately 2%.

Series 2006-B pool 2 was structured to have growing OC; however,
the OC did not reach the initial target of $23.9 million.  Monthly
losses have exceeded excess spread for the last three months and
completely eroded the OC as of the April 2007 distribution date.  
Based on the performance to date, Fitch expects class B-1 to
continue incurring principal write-downs.

As of the April 2007 distribution date, series 2003-3 has a pool
factor (i.e., current mortgage loans outstanding as a percentage
of the initial pool) of 10% and is seasoned 43 months.  Series
2003-B has a pool factor of 11% and is seasoned 41 months.  Series
2006-B pool 1 has a pool factor of 85% and is seasoned 8 months.  
Series 2006-B pool 2 has a pool factor of 82% and is also seasoned
8 months.

Fitch will continue to closely monitor the above transactions.


G-STAR 2002-2: Fitch Holds BB+ Rating on $11.5 Mil. Class D Notes
-----------------------------------------------------------------
Fitch affirms eight classes of notes issued by G-Star 2002-2, Ltd.

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

    -- $92,462,430 class A-1MMa notes at 'AAA/F1+';
    -- $77,052,025 class A-1MMb notes at 'AAA/F1+';
    -- $78,593,065 class A-2 notes at 'AAA';
    -- $17,721,966 class A-3 notes at 'AAA';
    -- $14,000,000 class BFL notes at 'AA';
    -- $15,000,000 class BFX notes at 'AA';
    -- $10,704,999 class C notes at 'A-';
    -- $11,500,000 class D notes at 'BB+'.

G-Star 2002-2 is a collateralized debt obligation (CDO) that
closed Nov. 20, 2002.  G-Star is supported by a static pool of
commercial mortgage-backed securities (57.3%), senior unsecured
real estate investment trust securities (34.1%), CDOs (5.4%), and
residential mortgage-backed securities (3.1%).  G-Star 2002-2 is
managed by Capmark Investments LP (CDO asset manager rating of
'CAM1' for commercial real estate assets by Fitch).

The affirmations are driven primarily by the stable
overcollateralization ratios, improved credit quality of the
portfolio and the de-leveraging of the liabilities.  Since Fitch's
last rating action, 29.1% of the portfolio has been upgraded an
average of 2.6 notches and 3.0% has been downgraded an average of
one notch.  The current weighted average rating factor is stable
at 9.0 ('BBB-'/'BB+').  According to the most recent trustee
report dated April 18, 2007 all overcollateralization and interest
coverage ratios have remained stable and continue to pass their
covenants.  There are no defaulted assets in the portfolio.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

The rating on the class A notes addresses the timely payment of
interest and principal, while the rating on the classes B and C
notes addresses the ultimate payment of interest and principal.  
The rating of the class D notes addresses the likelihood that
investors will receive their stated balance of principal by the
legal final maturity date.

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


GLOBAL POWER: Consulting Pacts w/ Past Execs Get 6 Mos. Extension
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Global Power Equipment Group Inc. and its debtor-affiliates'
request for extension of their consulting agreements, as modified,
with their former executives -- Larry Edwards and James P. Wilson
-- for an additional 6 months commencing on April 15, 2007.

Last month, the Court entered a bridge order extending the
Consulting Agreements until May 2, 2007.

The Official Committee of Unsecured Creditors consented to both
extensions.

In their request, the Debtors told 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 explained 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 Moves Exclusive Plan Filing Period to May 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
second bridge order extending Global Power Equipment Group Inc.
and its debtor-affiliates' exclusive periods to:

   a) file a plan until a hearing set for May 17, 2007; and

   b) solicit acceptances of that plan until July 17, 2007.

The Court's first bridge order, issued last month, extended the
Debtors' exclusive period to file a plan until May 2, 2007.

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.


GRAPHIC PACKAGING: Moody's Rates Proposed $1.06 Bil. Loan at Ba2
----------------------------------------------------------------
Moody's assigned Ba2 ratings to Graphic Packaging International's
proposed $1.06 billion seven year senior secured term loan B and
its proposed $300 million six year senior secured revolving credit
facility.  The proceeds of the term loan B facility will be used
to refinance the term loan C under the existing credit agreement.  
The refinancing enables Graphic to extend maturities, remove
financial maintenance covenants from the term loan only, and to
benefit from lower borrowing costs.  All other ratings were
affirmed by Moody's.

Subsequent to the outlook change to negative from stable in
October of 2005, Graphic has generated operating results that have
been better than expected in 2006 and early 2007.  Energy costs
have begun to moderate, additional mill closures have been
announced in the paperboard sector, prices for CUK (coated
unbleached kraft) and CRB (coated recycled board) have increased,
cost savings have been executed, and certain renegotiated
contracts in the beverage sector have economically benefited the
company.  Even with this progress, however, Moody's believes that
flat-to-slightly negative demand levels within the consumer
packaging paper industry could affect recent price increases and
the company's ability to materially improve margins on a
sustainable basis.  Thus, the company's actual debt reduction over
the intermediate period may not support the existing ratings.  
Moody's continues to maintain a negative outlook on the ratings
based on these concerns.

Graphic's B1 corporate family rating reflects the company's
leading position in folding consumer cartons and coated unbleached
kraft paperboard, extensive customer relationships, continued
focus on cost improvements, margin stability, and adequate
liquidity.  However, the ratings also incorporate Graphic's high
leverage, weak credit metrics, and elevated input costs.

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


GRAPHIC PACKAGING: S&P Rates Proposed $300MM Credit Facility at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Graphic
Packaging International Inc.'s proposed $300 million first-lien
revolving credit facility and $1.055 billion first-lien term loan
B, based on preliminary terms and conditions.  The facility and
term loan B are rated 'B+' with a '2' recovery rating, indicating
that lenders can expect substantial recovery of principal in the
event of a payment default.  The proceeds will be used to
refinance the company's existing $325 million revolving credit
facility due 2009 and the $1.256 billion ($1.055 billion
remaining) term loan C due 2010.
     
At the same time, Standard & Poor's affirmed all of its ratings,
including its 'B+' corporate credit rating, on Graphic Packaging.  
The outlook is negative.
      
"The affirmation reflects our expectations that pricing and
volumes could enable the company to improve its financial profile
and achieve metrics appropriate for the rating," said Standard &
Poor's credit analyst John Kennedy.  "However, the heavy debt
burden and continued earnings pressure from high input costs could
prevent sufficient improvement in these metrics, which are weak
for the rating."
     
Graphic Packaging's debt, including capitalized operating leases
and tax-effected underfunded pension and postretirement
obligations, was approximately $2.15 billion at March 31, 2007.
     
The ratings on Marietta, Georgia-based Graphic Packaging reflect
its very aggressive capital structure, compressed operating
margins, limited product diversity, oversupplied and highly
competitive paperboard and packaging markets, and the risk of
substitution from competing substrates.  The ratings also reflect
the company's relatively stable revenue base and value-added
product mix.
     
Graphic Packaging manufactures paperboard and folding cartons used
in beverage and consumer products packaging, as well as packaging
machines that are leased to beverage manufacturers.  Products
include coated unbleached kraft and coated recycled paperboard,
most of which is used internally to produce beverage carriers or
folding cartons for food, household goods, and other consumer
products.


GS MORTGAGE: Fitch Takes Various Rating Actions on 4 Transactions
-----------------------------------------------------------------
Fitch Ratings has taken rating action on these GS Mortgage
Securities Corp. residential mortgage pass-through certificates:

Series 2005-S1

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

Series 2005-S2

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

    -- Class M-4 is rated 'A-' and placed on Rating Watch
       Negative;

    -- Class B-1 is rated 'BBB+' and placed on Rating Watch
       Negative;

    -- Class B-2 downgraded to 'BB' from 'BBB';
    -- Class B-3 downgraded to 'BB-' from 'BBB-'.

Series 2006-S1

    -- Classes A-1, A-2A, & A-2B affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';

    -- Class M-2 is rated 'A+' and placed on Rating Watch
       Negative;

    -- Class M-3 is rated 'A' and placed on Rating Watch Negative;

    -- Class M-4 downgraded to 'BBB-' from 'A-' and placed on
       Rating Watch Negative;

    -- Class M-5 downgraded to 'BB' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class M-6 downgraded to 'BB-' from 'BBB' and placed on
       Rating Watch Negative;

    -- Class B-1 downgraded to 'C' from 'BBB-' and assigned a
       distressed recovery rating of 'DR6';

    -- Class B-2 downgraded to 'C' from 'BB+' and assigned a DR of
       'DR6'.

Series 2006-S2

    -- Classes A-1A, A-1B, A-2, & A-3 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA';
    -- Class M-2 affirmed at 'AA-';
    -- Class M-3 is rated 'A' and placed on Rating Watch Negative;

    -- Class M-4 is rated 'A-' and placed on Rating Watch
       Negative;

    -- Class M-5 downgraded to 'BB+' from 'BBB+' and placed on
       Rating Watch Negative;

    -- Class M-6 downgraded to 'BB' from 'BBB' and placed on
       Rating Watch Negative;

    -- Class M-7 downgraded to 'C' from 'BBB-' and assigned a DR
       of 'DR6';

    -- Class B-1 downgraded to 'C' from 'BB+' and assigned a DR of
       'DR6';

    -- Class B-2 downgraded to 'C' from 'BB' and assigned a DR of
       'DR6'.

The affirmations affect approximately $680 million of the
outstanding certificates.  The downgrades affect approximately
$134 million of the outstanding certificates.  The Rating Watch
Negative status affects approximately $170 million of the
outstanding certificates.  Fitch previously took negative rating
action on series 2005-S2, class B-3, and series 2006-S1, class B-2
in October 2006 by placing the classes on Rating Watch Negative.

The collateral of the above transactions consists of closed-end,
fixed-rate loans secured by second liens on residential
properties.  The loans underlying series 2005-S1 were originated
or acquired by New Century Mortgage Corp. and are serviced by
Wilshire Credit Corp (rated 'RPS1' by Fitch).  The loans
underlying series 2005-S2 and series 2006-S1 were originated or
acquired by and are master serviced by Long Beach Mortgage
Company.  The loans are subserviced by Washington Mutual Bank
(rated 'RPS2+' by Fitch).  The loans underlying series 2006-S2
were originated or acquired by New Century Mortgage Corp. and are
serviced by Ocwen Loan Servicing (rated 'RPS2' by Fitch).

Series 2005-S1 was structured to have growing
overcollateralization.  Because of the faster-than-expected
prepayments and earlier-than-expected collateral losses, the OC
did not reach the initial target amount of $14 million.  In
October 2006, class A paid off and as a result, the target OC
stepped-down.  Since January 2007, the transaction has failed the
delinquency trigger and has sequentially paid principal to the
outstanding classes.  Fitch expects the delinquency trigger to
fail for the short term.  Because the transaction is failing
trigger, the more senior bonds are protected against diminishing
credit enhancement as the more subordinate bonds are not receiving
principal.  In addition, monthly losses have exceeded excess
spread in five of the last six months causing the OC to
deteriorate.  Class B-3 is downgraded as a result of deterioration
in the relationship between credit enhancement and expected future
loss.

Series 2005-S2 was structured to have growing OC.  Because of the
faster-than-expected prepayments and earlier-than-expected
collateral losses, the OC did not reach the initial target amount
of $23 million.  In August 2006, class A paid off and as a result,
the Target OC stepped-down.  Since then, the transaction has
continued to pass the triggers and has paid principal to the
subordinate bonds.  Fitch expects the triggers to continue passing
for the short term, allowing a reduction in the credit enhancement
for all classes.  Negative rating action is taken on classes M-4
through B-3 as a result of deterioration in the relationship
between credit enhancement and expected future loss.

Series 2006-S1 was structured to have growing OC; however, the OC
did not reach the initial target amount of $40.1 million.  The
Target OC has not stepped-down.  Monthly losses have exceeded
excess spread for the last eight months causing the OC to
deteriorate from $25.1 million to $2.8 million.  Based on the
performance to date, Fitch expects the OC to be completely
depleted within the next few months.  The deteriorating OC
increases the credit risk of the subordinate bonds, which is
indicated by the negative rating action.

Series 2006-S2 was structured to have growing OC; however, the OC
did not reach the initial target amount of $45.6 million.  The
Target OC has not stepped-down.  Monthly losses have exceeded
excess spread in three of the last four months causing the OC to
deteriorate from $31.3 million to $7.8 million.  Based on the
performance to date, Fitch expects the OC to be completely
depleted within the next few months.  The deteriorating OC
increases the credit risk of the subordinate bonds, which is
indicated by the negative rating action.

As of the April 2007 distribution date, series 2005-S1 has a pool
factor (i.e. current mortgage loans outstanding as a percentage of
the initial pool) of 14% and is seasoned 24 months.  Series 2005-
S2 has a pool factor of 14% and is seasoned 23 months.  Series
2006-S1 has a pool factor of 64% and is seasoned 15 months.  
Series 2006-S2 has a pool factor of 69% and is seasoned 13 months.

Fitch will continue to closely monitor the transactions.


HOUSTON EXPLORATION: Launches $175 Mil. of 7% Sr. Notes Offering
----------------------------------------------------------------
The Houston Exploration Company is commencing a cash tender offer
for all of its outstanding $175,000,000 aggregate principal amount
of 7% Senior Subordinated Notes due 2013, on the terms and subject
to the conditions set forth in Houston Exploration's Offer to
Purchase and Consent Solicitation Statement dated May 2, 2007.

The company is also soliciting consents for proposed amendments
to the indenture under which the Notes were issued that would
eliminate most of the restrictive covenants and events of default
contained in the indenture.

The proposed amendments will be set forth in a first supplemental
indenture and are described in more detail in the Offer to
Purchase.  The first supplemental indenture will not be executed
unless and until Houston Exploration has received consents from
holders of a majority of the outstanding principal amount of the
Notes, and the amendments will not become operative unless and
until Houston Exploration has accepted the Notes for purchase
pursuant to the Offer to Purchase.

Consummation of the Offer is subject to the satisfaction or
waiver of a number of conditions set forth in the Offer to
Purchase, including the satisfaction or waiver of all conditions
to completion of Houston Exploration's pending merger with Forest
Oil Corporation and execution of the first supplemental indenture.

The Offer will expire at 5:00 p.m., Eastern time on June 5, 2007,
unless extended or terminated by Houston Exploration.  The consent
solicitation will expire at 5:00 p.m., Eastern time on May 21,
2007, unless extended.

The consideration to be paid by Houston Exploration for each
$1,000 principal amount of Notes tendered prior to the Expiration
Time and accepted for payment pursuant to the Offer is $1,010,
plus accrued and unpaid interest up to, but not including, the
date of payment for such Notes.  In addition, a consent payment in
the amount of $2.50 per $1,000 principal amount of Notes will be
paid to those holders who consent to the proposed amendments prior
to the Consent Deadline.

Holders who consent to the proposed amendments will be required to
tender their Notes.  As a result, the total consideration to be
paid by Houston Exploration to those holders who deliver valid
consents will be $1,012.50 per $1,000 principal amount of Notes,
plus accrued and unpaid interest. Such payment will be made
promptly following both the Expiration Time and the satisfaction
or waiver of the conditions to closing of the Offer.

Notes tendered and related consents may be withdrawn prior to
the execution of the first supplemental indenture providing for
the proposed amendments but not afterwards, except in limited
circumstances where withdrawal rights are required by law.

               About The Houston Exploration Company

Headquartered in Houston, The Houston Exploration Company
(NYSE: THX) -- http://www.houstonexploration.com/-- is an   
independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural
gas and crude oil properties.  The company's operations are
focused in South Texas, the Arkoma Basin, East Texas, and the
Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Moody's Investors Service affirmed The Houston Exploration
Company's 'Ba3' corporate family rating.


HOVNANIAN ENTERPRISES: Reports Preliminary Results for Second Qtr
-----------------------------------------------------------------
Hovnanian Enterprises disclosed preliminary operating results for
the second quarter ended April 30, 2007.  The company says it
delivered 3,196 homes during its second quarter, a decrease of 30%
from the same quarter a year ago, excluding 275 homes in
unconsolidated joint ventures.

The company expects to incur approximately $15 million to
$20 million of pretax charges related to land impairment and
write-offs of predevelopment costs and land deposits in the second
quarter.  

According to the company, its net contracts for the quarter were
3,116, a decrease of 21% from last year's second quarter,
excluding 202 net contracts for unconsolidated joint ventures.  
Cancellations for the second quarter were 32% of gross contracts,
a decrease from a rate of 36% reported in the first quarter of
2007.  Excluding the company's operations in Fort Myers-Cape
Coral, which continued to experience exceptionally high
cancellations, net contracts in the second quarter decreased 17%
and the cancellation rate was 30%.

The company explains that the contract results reflect a continued
challenging operating environment in most of the company's markets
as a result of which consolidated net contracts in March and April
declined approximately 30% from the prior year, as compared to a
3% year-over-year increase in February.

The company expects to finalize and release results for the second
quarter ended April 30, 2007, after the close of the New York
Stock Exchange on Thursday, May 31, 2007.  

The company will webcast its second quarter earnings conference
call at 11:00 a.m. ET on Friday, June 1, 2007.  In conjunction
with its earnings release, the company expects to update its 2007
guidance to reflect the charges and operating results for the
first half of the year and its expectations for the remaining
quarters of the year.

                    About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) was founded in 1959 by Kevork S. Hovnanian, its
chairman.  The company is a homebuilder with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia, and West Virginia.  

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Fitch Ratings affirmed its BB+ Issuer Default Rating on Hovnanian
Enterprises Inc.


J.P. MORGAN: Moody's Cuts Ratings on Six 2005-LDP2 Certificates
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed the ratings of 21 classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2005-LDP2 as:

    * Class A-1, $58,756,893, affirmed at Aaa
    * Class A-2, $257,128,000, affirmed at Aaa
    * Class A-3, $367,428,000, affirmed at Aaa
    * Class A-3A, $122,717,000, affirmed at Aaa
    * Class A-4, $561,321,000, affirmed at Aaa
    * Class A-SB, $123,438,000, affirmed at Aaa
    * Class A-1A, $550,421,209, affirmed at Aaa
    * Class A-M, $247,946,000, affirmed at Aaa
    * Class A-MFL, $50,000,000, affirmed at Aaa
    * Class A-J, $216,011,000, affirmed at Aaa
    * Class X-1, Notional, affirmed at Aaa
    * Class X-2, Notional, affirmed at Aaa
    * Class B, $18,621,000, affirmed at Aa1
    * Class C, $40,968,000, affirmed at Aa2
    * Class D, $26,070,000, affirmed at Aa3
    * Class E, $26,070,000, affirmed at A1
    * Class F, $29,795,000, affirmed at A2
    * Class G, $26,070,000, affirmed at A3
    * Class H, $44,692,000, affirmed at Baa1
    * Class J, $29,795,000, affirmed at Baa2
    * Class K, $37,243,000, affirmed at Baa3
    * Class L, $11,173,000, downgraded to Ba2 from Ba1
    * Class M, $14,897,000, downgraded to Ba3 from Ba2
    * Class N, $11,173,000, downgraded to B1 from Ba3
    * Class O, $7,449,000, downgraded to B2 from B1
    * Class P, $7,449,000, downgraded to B3 from B2
    * Class Q, $11,173,000, downgraded to Caa2 from B3

As of the April 16, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.8%
to $2.93 billion from $2.98 billion at securitization.  The
certificates are collateralized by 294 loans, ranging in size from
less than 1.0% to 4.3% of the pool, with the top 10 loans
representing 25.7% of the pool.  The pool includes three
investment grade shadow rated loans, representing 6.0% of the
pool.

One loan has been liquidated from the pool since securitization,
resulting in a $7.8 million realized loss.  Currently one loan,
representing less than 1.0% of the pool, is in special servicing.  
Moody's is not estimating a loss from this specially serviced
loan.  Forty-six loans, representing 20.5% of the pool, are on the
master servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 95.0% and 25.0%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 99.0%, compared to 96.3% at securitization.  Moody's
is downgrading Classes L, M, N, O, P and Q due to realized losses
and LTV dispersion.  Based on Moody's analysis, approximately
47.9% of the pool has a Moody's LTV in excess of 100.0%, compared
to 38.5% at securitization.

The largest shadow rated loan is the Gateway Plaza I & II Loan
($98.8 million - 3.4%), which is secured by a 629,000 square foot
retail center located in Salt Lake City, Utah.  The center was
99.0% occupied as of December 2006, compared to 92.0% at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The second largest shadow rated loan is the Russ Building Loan
($60.0 million - 2.0%), which is secured by a 509,000 square foot
Class B office building located in San Francisco, California.  The
property was 95.9% leased as of February 2007, compared to 87.4%
at securitization.  Moody's current shadow rating is Baa3, the
same as at securitization.

The third largest shadow rated loan is the Four Peaks Loan ($17.0
million - 0.6%), which is secured by a 141, 000 square foot retail
center located approximately 30 miles from Phoenix in Fountain
Hills, Arizona.  The property was 99.0% occupied as of September
2006, compared to 86.8% at securitization.  Despite improved
occupancy, the property is operating below original projections
due to decreased rental revenues.  Moody's current shadow rating
is Ba1, compared to Baa3 at securitization.

The top three conduit loans represent 10.4% of the pool.  The
largest conduit loan is the City Place Corporate Center Loan
($125.0 million -- 4.3%), which is secured by a portfolio
consisting of five office buildings (789,000 square feet), a mixed
use property (50,000 square feet) and a retail building (28,000
square feet).  All of the properties are located in Creve Coeur,
Missouri.  Moody's LTV is 103.7%, the same as at securitization.

The second largest conduit loan is the Shops at Canal Place Loan
($90.0 million -- 3.1%), which is secured by a 215,000 square foot
retail center located in New Orleans, Louisiana.  The property was
severely damaged by fire and looting immediately following
Hurricane Katrina and was closed until February 2006.  The
property was 83.0% occupied as of October 2006, compared to 99.0%
at securitization.  Although the loan has remained current, cash
flow has been impacted by the decline in occupancy and the
servicer's reported debt service coverage is less than 1.0x.  In
addition, the property's future prospects are uncertain given the
major disruption to New Orleans's tourism and convention business.  
Moody's LTV is significantly in excess of 100.0%, compared to
100.4% at securitization.

The third largest conduit loan is the Hutchinson Metro Center Loan
($90.0 million -- 3.1%), which is secured by a 424,000 square foot
office building located in the Bronx, New York.  The property was
89.0% occupied as of December 2006, compared to 79.3% at
securitization.  Despite the improved occupancy, the property is
operating below original projections due to decreased rental
revenue and increased operating costs.  Moody's LTV is in excess
of 100.0%, compared to 99.7% at securitization.


KIK CUSTOM: S&P Junks Rating on Planned $240 Million Bank Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to Concord, Ontario-based consumer
products company KIK Custom Products Inc.  At the same time,
Standard & Poor's assigned its 'B-' senior secured bank loan
rating, with a recovery rating of '2', to the company's planned
$455 million first-lien bank facility.  The '2' recovery rating
indicates an expectation of substantial (80%-100%) recovery of
principal in the event of a payment default.  S&P also assigned a
'CCC' senior secured bank loan rating, with a recovery rating of
'5', to KIK's planned $240 million second-lien bank facility.  The
'5' recovery rating indicates an expectation of negligible
(0%-25%) recovery of principal in the event of a payment default.  
The outlook is stable.  
     
"The ratings on KIK reflect its highly leveraged pro forma capital
structure, aggressive acquisition strategy, customer
concentration, and its participation in the mature and highly
competitive North American personal care and household products
industries," said Standard & Poor's credit analyst Lori Harris.  
"The company has grown through acquisitions over the past couple
of years, with the integration of the businesses still to be
completed," Ms. Harris added.  These risks are mitigated somewhat
by KIK's position as the largest contract manufacturer of consumer
products and second-largest manufacturer of bleach in North
America.
     
The assignment of the corporate credit rating follows Standard &
Poor's analysis of private equity sponsor Caxton-Iseman Capital
Inc.'s proposed acquisition of KCP Income Fund, which operates
through its principal subsidiary, KIK, for about US$710 million.  
Caxton-Iseman, through KCP Investment Holding LP, will make a $160
million equity investment (80% preferred securities and 20% common
equity) in the company.  The preferred securities will have an
annual dividend of 10%; however, they are expected to be noncash
pay and to have no stated maturity.  The remaining purchase price
will be financed with debt, with a portion of the bank proceeds to
be held in escrow to fund future acquisitions by KIK.  Closing is
subject to certain approvals.
     
The outlook is stable.  S&P expect KIK's operating performance to
be stable in the medium term driven by its good market positions
in contract manufacturing and the private-label bleach segment.  
The outlook could be revised to positive if the company is able to
reduce debt leverage to the mid-5x area and demonstrate a
financial policy consistent with a higher rating.  A negative
outlook would be considered if the company's liquidity positioned
weakened or if it were unable to reduce leverage as planned.


KONINKLIJKE AHOLD: Sells U.S. Unit to Consortium for $7.1 Billion
-----------------------------------------------------------------
Koninklijke Ahold N.V. reached a definitive agreement on the
sale of U.S. Foodservice to a consortium of Clayton, Dubilier &
Rice Fund VII, L.P. and Kohlberg Kravis Roberts & Co L.P. for a
purchase price of $7.1 billion.

Closing of the transaction is expected in the second half of
2007 subject to the fulfillment of customary conditions,
including anti-trust clearance and approval by Ahold's
shareholders.

Both the Supervisory Board and Corporate Executive Board of
Ahold are recommending that shareholders approve the sale.
Shareholder approval will be sought at an Extraordinary General
Meeting to be held on June 19, 2007.

"I am extremely pleased to be able to announce that we have
reached this important milestone for U.S. Foodservice, for Ahold
and for our shareholders," Anders Moberg, Ahold President & CEO,
said.  "We have focused on restructuring U.S. Foodservice,
strengthening its capabilities and restoring profitability. The
agreement we have been able to reach with CD&R and KKR is the
result of the hard work and dedication of everyone at U.S.
Foodservice."

Headquartered in Amsterdam, Koninklijke Ahold N.V. --
http://www.ahold.com/-- retails food through supermarkets,   
hypermarkets and discount stores in North and South America,
Europe.  It has operations in Argentina.  The company's chain
stores include Stop & Shop, Giant, TOPS, Albert Heijn and
Bompreco.  Ahold also supplies food to restaurants, hotels,
healthcare institutions, government facilities, universities,
stadiums, and caterers.

                          *     *     *

As reported on Dec. 22, 2006, Standard & Poor's Ratings Services
revised its outlook on the Dutch food retailer and food service
distributor Koninklijke Ahold N.V. to positive from stable.  At
the same time, the 'BB+/B' long- and short-term corporate credit
ratings were affirmed.

Moody's Investors Service and Standard and Poor's has assigned
low-B ratings to the company's 5.625% senior notes due 2007.
Also, the company's 5.875% senior unsubordinated notes due 2008
and 6.375% senior unsubordinated notes due 2007 carry Moody's,
S&P's and Fitch's low-B ratings.


LEINER HEALTH: S&P Retains Negative Watch on B- Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on Leiner
Health Products Inc., including the 'B-' corporate credit rating,
remain on CreditWatch with negative implications.  Ratings were
originally placed on CreditWatch on March 23, 2007, following the
company's announcement that it had voluntarily suspended the
production and distribution of all over-the-counter products
manufactured, packaged, or tested at its facilities in the U.S.
because of U.S. Food and Drug Administration observations about
product quality and deficiencies upon inspection of one facility.  
Subsequently, on April 25, 2007, the company announced that
Dr. Reddy's Laboratories Ltd. and Inc. were terminating supply
agreements related to certain Leiner OTC products.
     
"We are concerned about Leiner's ability to timely replace this
supply agreement, and its ability to produce and resume OTC
product shipments," said Standard & Poor's credit analyst
Bea Chiem.

Inability to remedy these issues could have a material negative
financial impact on the company's OTC business because of lost
sales and the potential for retail customers to switch to other
suppliers.  Weaker-than-expected financial performance could lead
to insufficient covenant cushion as levels are expected to tighten
beginning in fiscal 2008.
     
"We will continue to closely monitor developments as they occur
and will assess the impact of this supplier loss and product
distribution suspension on future operating performance," said
Ms. Chiem.  "We will consider Leiner's ability to find a
replacement supplier for Dr. Reddy's, to restore production
and distribution of OTC products, and to meet financial covenants
and maintain adequate liquidity, in resolving the CreditWatch
listing."


LOCKLAND C-STORE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lockland C-Store, L.L.C.
        P.O. Box 15702
        Cincinnati, OH 45215-0702

Bankruptcy Case No.: 07-12028

Chapter 11 Petition Date: May 4, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtor's Counsel: Charles M. Meyer, Esq.
                  Santen & Hughes
                  600 Vine Street, Suite 2700
                  Cincinnati, OH 45202
                  Tel: (513) 852-5986
                  Fax: (513) 721-0109

Total Assets:  $944,980

Total Debts: $1,630,819

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
KeyBank, NA                      bank loan; value    $1,063,047
580 Walnut Street                of security:
Cincinnati, OH 45202             $816,450

Bishop Oil Co., formerly         trade debt            $137,200
Skurrow Brothers Oil Co.
6033 State Route 48
Maineville, OH 45039

B.L. Spille Construction, Inc.   construction           $43,471
P.O. Box 5320                    debt
Cincinnati, OH 45201-5320

Hamilton County Treasurer        real estate            $28,880
                                 taxes

U.S.A.-Internal Revenue          taxes; value of        $22,268
Service                          security:
                                 $816,450; value
                                 of senior lien:
                                 $1,077,047

Lykins Oil Company               trade debt; value      $14,000
                                 of security:
                                 $816,450; value
                                 of senior lien:
                                 $1,063,047

Harrigan Refrigeration & Air     trade debt              $8,000
Conditioning, Inc.

Ohio Department of Taxation      sales taxes             $4,378

Mid-Valley Supply Co.            trade debt              $4,059

Commercial Parts & Service,      trade debt              $1,999
Inc.

Ohio Bureau of Employment        unemployment            $1,619
Services                         premium

Paulin & Goldman, C.P.A.         accounting              $1,500
                                 services

Jamal A. Fakhreddine             employee                $1,260
                                 services

Shayna D. Saylor                 employee                  $972
                                 services

Carpenter Sign Service           trade debt                $900

Kentucky Revenue Cabiner         withholding               $876
                                 taxes

Dustin Evans                     employment                $856
                                 services

Valley Refrigeration Service,    trade debt                $729
Inc.

Shawn L. Saylor                  employee                  $388
                                 services

Rumpke                           waste hauling             $146
                                 services


MCCLATCHY CO: Cash Flow Pressure Cues Moody's Negative Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed The McClatchy Company's Ba1
Corporate Family rating and changed the rating outlook to negative
from stable.  The outlook change reflects Moody's concern that
continued pressure on cash flow from declining advertising
revenues will challenge McClatchy's ability to reduce leverage to
the levels Moody's anticipated in the Ba1 rating at the time of
the Knight Ridder acquisition.

McClathy's debt-to-EBITDA (estimated 4.6x LTM 3/31/07
incorporating Moody's standard adjustments, the $201 million tax
refund expected in 2008 related to the Star Tribune sale, and the
anticipated net proceeds from the Miami land sale) has declined
only slightly from a pro forma 4.7x level (incorporating the
divestiture of the Knight Ridder properties and expected
synergies) at the time of the Knight Ridder transaction.  This is
due largely to the competitive and cyclical pressures on
advertising revenues and is notwithstanding the incremental debt
reduction resulting from sales of the Star Tribune and the partial
interest in CareerBuilder.  Moody's is concerned that, given
revenue losses, McClatchy's aggressive cost management may not be
sufficient to reduce leverage to the 3.5 -- 4.0x debt-to-EBITDA
and 11-15x debt-to-free cash flow ranges anticipated for 2008 in
the Ba1 CFR.

Moody's upgraded the ratings on McClatchy's senior unsecured
revolver and term loan to Baa3 from Ba1 and downgraded McClatchy's
senior unsecured note ratings to Ba2 from Ba1.  The rating changes
result from the application of Moody's loss-given default
methodology to the revised guarantee structure for McClatchy's
debt.  The company is required under its credit agreement to
guarantee the revolver and term loan within 10 days if ratings on
the facilities from both Moody's and Standard & Poor's are
speculative-grade.  This condition was met upon Standard & Poor's
April 27, 2007 downgrade of the company.  The guaranteed bank
facilities now have a higher priority claim than the existing
senior unsecured notes, which remain unguaranteed due to the
absence of a guarantee trigger in the 1986 and 1997 indentures.  
Moody's does not believe the upgrade of the bank facility ratings
to Baa3 will release the guarantees as such a release is triggered
only if (1) ratings on the facilities from both Moody's and
Standard & Poor's are investment-grade for at least one year; and
(2) McClatchy does not have other debt guaranteed by subsidiaries.
Moody's took the following rating actions:

Downgrades:

Issuer: McClatchy Company (The)

    * Senior Unsecured Regular Bond/Debenture, Downgraded
       to Ba2, LGD5 -82 from Ba1, LGD4-55

Upgrades:

Issuer: McClatchy Company (The)

    * Senior Unsecured Bank Credit Facility, Upgraded
       to Baa3, LGD2-27 from Ba1, LGD4-55

Outlook Actions:

Issuer: McClatchy Company (The)

    * Outlook, Changed To Negative From Stable

The McClatchy Company, headquartered in Sacramento, California, is
the third largest newspaper company in the U.S., with 31 daily
newspapers and approximately 50 non-dailies.  McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties.


MCCOMMAS LFG: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: McCommas L.F.G. Processing Partners, L.P.
             2828 Routh Street, Suite 500
             Dallas, TX 75201

Bankruptcy Case No.: 07-32219

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      McCommas Landfill Partners, L.P.           07-32222

Type of Business: Doing business as McCommas L.F.G. Processing
                  Facility, the Debtor is engaged in landfill gas
                  processing.

Chapter 11 Petition Date: May 7, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Mark Joseph Elmore, Esq.
                  Haynes & Boone, L.L.P.
                  901 Main Street, Suite 3100
                  Dallas, TX 75202-3789
                  Tel: (214) 651-5265
                  Fax: (214) 200-0905

                                    Total Assets    Total Debts
                                    ------------    -----------
McCommas LFG Processing              $13,409,088    $26,945,586
Partners, LP

McCommas Landfill Partners, LP           $38,365        $58,943


A. McCommas LFG Processing Partners, LP's 19 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
M.M.R. Group, Inc.               litigation         $13,218,897
M.M.R. Power Solutions, Inc.
J. Taylor Cheek
15961 Airline Highway
Baton Rouge, LA 70814

Diamond McCarthy, L.L.P.         legal                 $140,000
1201 Elm Street, 34th
Floor
Dallas, TX 75270

Dresser Rand Company             damage claim           $68,000
P.O. Box 751067
Charlotte, NC 28275-5067
1200 West Sam Houston
Parkway North
Houston, TX 77043

Champion Energy Services         electric service       $64,122

McCommas Landfill                landfill gas           $38,000
Partners, L.P.                   purchase

Bryan Urban                      consulting fee         $14,000

Dresser Roots                    maintenance, parts,    $13,000
                                 supplies

Lynn, Tillotson & Pinker,        legal                  $11,000
L.L.P.

Atmos Energy                     natural gas             $2,915
                                 purchase

Atmos Pipeline-Texas             metering gas            $2,764
                                 sales

City of Dallas Utilities         water service           $2,720

C.N.H. Capital                   equipment               $1,199
                                 rental

E.F.O. Employees, Inc.           accounting              $1,000
                                 services

A.T.&T.                          phone service             $620

Oakson Properties, Inc.                                    $553

G&K Services                     uniform supply            $500

Praxair Distribution, Inc.       maintenance, parts        $195
                                 supplies

E.F.O. Genpar, Inc.              reimburse                  $36
                                 miscellaneous
                                 payables

Zee Medical, Inc.                first aid                  $24
                                 supplies

B. McCommas Landfill Partners, LP's Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
S.C.S. Field Services, Inc.      wellfield              $37,616
3809 South 2nd Street,           management
Suite C-400
Austin, TX 78704

City of Dallas                   rent                   $20,000
3112 Canton Street
Dallas, TX 75226

Equipment Support Services       trade debt              $1,327
2019 Airport Freeway
Euless, TX 76040


MISSION CRITICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mission Critical Enterprises, Inc.
        1007 Orange Street, Suite 610
        Wilmington, DE 19801

Bankruptcy Case No.: 07-10598

Type of Business: The Debtor is a full-service design and
                  consulting company, integrating architecture,
                  interior design, engineering, construction and
                  information technology services for a diverse
                  group of clients.  See http://www.mce.bz/

Chapter 11 Petition Date: May 4, 2007

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Donna L. Harris, Esq.
                  Cross & Simon, L.L.C.
                  913 North Market Street, 11th Floor
                  Wilmington, DE 19801
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224

Estimated Assets: $1 Million to $100 Million

Estimated Debts:                    Unstated

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Aperture Technologies, Inc.      trade                 $219,052
9 Riverbend Drive South
P.O. Box 4906
Stamford, CT 06907-0906
Fax: (203) 357-0800

Tangent Cable Systems, Inc.      trade                  $55,131
3700 Washington Avenue
Wilmington, DE 19808
Fax: (302) 994-4105

D.V.L., Inc.                     trade                  $22,446
115 Sinclair road
Bristol, PA 19007
Fax: (215) 785-1530

Douron Corporate Furniture       trade                  $21,760

B.P.G. Office Partners VIII,     lease                  $21,722
L.L.C.

Dell Financial Services          lease                  $16,142

Richard E. Hartman, Jr.          trade                  $15,000

Boomerrang                       trade                  $10,900

Internal Revenue Service         penalties              $10,075

Monster, Inc.                    trade                   $7,995

Dell Marketing, L.P.             trade                   $5,015

Coventry Health Care of          insurance               $4,341
DE, Inc.                         premiums

Zurich North America             insurance               $2,589
                                 premiums

Cavalier Telephone               utility                 $2,266

Marriot ExecuStay-Greater        trade                   $2,100
Wilmington

Key Equipment Finance            lease                   $1,744
Payment Processing

Zebra Marketing Corp.            trade                   $1,491

Barnhall & Hitchens              trade                   $1,328

Armor Graphics, Inc.             trade                   $1,310

The Service Source               trade                   $1,058


MORGAN STANLEY: Moody's Holds Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 19 classes of
Morgan Stanley Capital I Inc., Commercial Mortgage-Backed
Securities Pass-through Certificates, Series 2005-RR6 as:

    - Class A-1, $86,402,387, Fixed, affirmed at Aaa
    - Class A-2FX, $85,500,000, Fixed, affirmed at Aaa
    - Class A-2FL, $80,000,000, Fixed, affirmed at Aaa
    - Class A-3FX, $110,551,000, Fixed, affirmed at Aaa
    - Class A-3FL, $60,000,000, Fixed, affirmed at Aaa
    - Class A-J, $50,061,000, Fixed, affirmed at Aaa
    - Class X, Notional, affirmed at Aaa
    - Class B, $27,498,000, Fixed, affirmed at Aa2
    - Class C, $14,102,000, Fixed, affirmed at A2
    - Class D, $2,115,000, Fixed, affirmed at A3
    - Class E, $8,461,000, Fixed, affirmed at Baa1
    - Class F, $4,231,000, Fixed, affirmed at Baa2
    - Class G, $6,346,000, Fixed, affirmed at Baa3
    - Class H, $7,050,000, Fixed, affirmed at Ba1
    - Class J, $2,821,000, Fixed, affirmed at Ba2
    - Class K, $2,820,000, Fixed, affirmed at Ba3
    - Class L, $1,410,000, Fixed, affirmed at B1
    - Class M, $2,116,000, Fixed, affirmed at B2
    - Class N, $1,410,000, Fixed, affirmed at B3

As of the April 24, 2007 distribution date, the transaction's
aggregate bond balance has decreased to $561.9 million from
$564.1 million at securitization as a result of realized losses in
the underlying CMBS classes and paydowns.  The Certificates are
collateralized by 84 classes from 55 CMBS transactions.

Moody's reviewed the ratings or shadow ratings of all the
collateral supporting the Certificates. Since securitization one
CMBS class has realized a loss (MSC 1999-LIFE1; Class N; $3.2
million original balance).  Moody's has upgraded 26 CMBS classes
from 18 CMBS pools.  Moody's upgraded the shadow ratings of six
CMBS classes from six pools and downgraded 10 from seven pools.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  A decrease
in the WARF indicates an overall improvement in credit quality.  
Based on Moody's analysis, the WARF has improved from 1,195 at
securitization to 1,109 currently.  The distribution of ratings
(actual and shadow ratings) is as follows: Aaa (17.5% compared to
0.0% at securitization), Aa1-Aa3 (6.6% compared to 12.5% at
securitization), A1-A3 (13.7% compared to 8.5% at securitization),
Baa1-Baa3 (24.3% compared to 40.3% at securitization); Ba1-Ba3
(18.6% compared to 17.5% at securitization); B1-B3 (14.0% compared
to 16.5% at securitization) and Caa1-NR (5.3% compared to 4.7% at
securitization).

The CMBS certificates are from pools securitized between 1996 and
2005.  The largest vintage exposures are 1997 (21.2%), 1998
(20.2%), 2001 (15.9%) and 2000 (15.8%).  The five largest CMBS
exposures are ASC 1997-D5 (12.5%), PNCMA 2000-C2 (4.4%), ASC 1996-
D2 (3.6%), and MSC 1999-LIFE1 (2.9%).


MORGAN STANLEY: S&P Places 'B+' Rated $3MM Notes Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on the
$3 million class A-3 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with negative
implications.
     
The rating action reflects the May 2, 2007, placement of the
rating on the referenced obligations issued by Cablevision Systems
Corp. on CreditWatch with negative implications.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-dependent synthetic transaction that is
weak-linked to the lower of (i) the ratings on the respective
reference obligations for each class; (ii) the long-term rating on
Morgan Stanley ('A+'), as guarantor of the interest rate swap and
credit default swap and the par put agreement; and (iii) the
credit quality of the underlying securities, BA Master Credit Card
Trust II's class A certificates from series 2001-B due 2013
('AAA').


MOUNTAIN VIEW: S&P Rates $14 Million Class E Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Mountain View CLO III Ltd./Mountain View CLO III Corp.'s
$468.7 million floating-rate notes due April 2021.

The rating is based on:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior  
        to the respective classes, the subordinated notes, and
        overcollateralization;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                          Ratings Assigned
        Mountain View CLO III Ltd./Mountain View CLO III Corp.
   
             Class                  Rating       Amount
             -----                  ------       ------
              A-1                    AAA      $299,700,000
              A-2                    AAA       $75,000,000
              B                      AA        $25,000,000
              C                      A         $31,000,000
              D                      BBB       $24,000,000
              E                      BB        $14,000,000
              Senior loan            NR         $6,170,000
              Subordinated notes     NR        $39,300,000
                 

                            *N.R. - Not rated.


NAVISTAR INT'L: Fitch Retains Negative Watch on BB- Ratings
-----------------------------------------------------------
After meeting with the management team, the ratings for both
Navistar International Corp. (NAV) and Navistar Financial Corp.
remain on Rating Watch Negative by Fitch Ratings as:

Navistar International Corp.

    -- Issuer Default Rating 'BB-';
    -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

    -- Issuer Default Rating 'BB-';
    -- Senior unsecured bank lines 'BB-'.

The ratings cover approximately $2.5 billion in debt.  Resolution
of the Rating Watch status is contingent on the filing of audited
financial statements and the outcome of an ongoing SEC
investigation.  Further unexpected filing delays could lead to a
withdrawal of the ratings.  Material restatements of financial
position or worse-than-expected results could lead to a review of
the ratings for a downgrade.  In 2006, NAV changed auditors,
extending the timetable for the resolution of the restatements.
Fitch expects that NAV will give a status update on the timing and
financial impact of any restatements prior to the release of full
audited financial statements.

NAV's ratings reflect the company's extended delays in filing
audited financial statements, the scale and uncertainty of any
adjustments that may be required to the historical financials from
fiscal years 2002 through 2004 and for the first nine months of FY
2005, and the potential for limited access to external capital
until financial statements are up to date.

The ratings also incorporate concerns regarding the pricing and
warranty dispute with Ford, which could lead to the potential loss
of future business; the possibility of a labor disruption related
to NAV's master contract with the UAW, which ends Oct. 1, 2007 and
covers two engine plants (Melrose Park, IL and Indianapolis, IN)
and one assembly plant (Springfield, OH); and NAV's underfunded
pension.

The ratings are supported by NAV's U.S. and Canada market share
leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong distribution network, and potential
military business growth.  NAV is currently competing for military
contracts for the Mine Resistant Ambush Protected (MRAP) vehicles
and Joint Light Tactical Vehicle (JLTV) programs.

NAV's $1.5 billion of credit facilities consist of a $1.1 billion
term loan and a $400 million synthetic revolving credit facility.  
NAV drew $1.33 billion from these facilities on Jan. 19, 2007.
According to un-audited financials NAV had $312 million in
manufacturing cash, cash equivalents and marketable securities at
the end of their first quarter (Jan. 31, 2007).  NAV indicated
that it expects to have between $800 million to $1 billion of
manufacturing cash by the end of the fiscal year, capital
expenditures for 2007 should be between $250 million-$300 million,
and cash flow from operations will be stronger than in 2004, when
it was $315 million.  Fitch estimates that free cash flow in 2007
could be negative due to the heavy-duty truck downturn, continued
competitive pricing pressures and high commodity costs, but
liquidity remains adequate to finance modest negative cash flow
prior to an anticipated rebound in end-demand.

Fitch believes that NAV's operating profile remains sound. NAV's
truck shipments decreased 1%, or 302 units, in their first quarter
2007, and their engine shipments were off 15.5%, or 19,048 units
primarily due to decreased shipments of Ford V8s.  Volumes will
continue to decline for the remainder of 2007 because of last
years pre-buy, but are expected to rebound in 2008.

NAV's underfunded pension position will continue to be a
meaningful claim on cash flow over the intermediate term.  Higher
required contributions in later years could coincide with a
cyclical decline in operating cash flows, potentially limiting
Navistar's capacity to produce free cash flow.


NELLSON NUTRACEUTICAL: Court Okays Johnson as Compensation Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Nellson Nutraceutical Inc. permission to employ Johnson Associates
Inc. as its compensation advisor.

As reported in the Troubled Company Reporter on April 19, 2007,
the firm is expected to:

     a. perform an analysis of the Debtor's 2006 OCP;

     b. provide expert testimony, at one or more depositions and
        hearing related to these chapter 11 cases, regarding the
        Debtor's ordinary course bonus motion; and

     c. advise other services as determined necessary by the
        Debtor.

The firm's compensation rates are:

     Professional             Designation        Hourly Rate
     ------------           -----------------    -----------
     Jeff Visithpanich         Principal             $300
     Alan Johnson           Managing Director        $575

     Staff and Associates                        $155 - $375

Mr. Visithpanich assured the Court the firm does not hold any
interest adverse and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Visitpanich can be reached at:

     Jeff Visithpanich
     Principal
     Johnson Associates Inc.
     19 West 4th Street #511
     New York, NY 10036
     
Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical reports $312,334,898 in
total assets and $345,227,725 in total liabilities when it filed
for bankruptcy.


NELLSON NUTRACEUTICAL: Taps Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------------
Nellson Neutraceutical Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Alvarez & Marsal
Securities LLC as its financial advisor, nunc pro tunc to
April 30, 2007.

If the Debtor pursues a sale transaction, A&M will:

       i. if necessary, assist in preparing an offering
          memorandum, with any amendments and supplements thereto,
          for distribution and presentation to prospective
          purchasers;

      ii. assist in soliciting interest in a transaction among
          prospective purchasers;

     iii. assist in evaluating proposals received from prospective
          purchasers;

      iv. if necessary, assist in preparing due diligence
          materials or presentations to prospective purchasers;

       v. advise the Debtor as to the structure of the Sale
          Transaction, including the valuation of any non-cash
          consideration;

      vi. assist in negotiating the financial terms and structure
          of a Sale Transaction; and     

     vii. provide other financial advisory service and investment
          banking services reasonably necessary to accomplish the
          foregoing and consummate a Sale Transaction.

The Debtor will pay A&M fees equal to $100,000 per month for a
minimum of four months, plus transaction success fees equal to 1%
of the aggregate gross consideration of any and all sale
transactions.  In addition, A&M will be reimbursed for reasonable
out-of-pocket expenses incurred in connection with the firm's
assignment.

The Debtor assures the Court that A&M does not hold or represent
any interest adverse to its estate, its creditors or other
parties-in-interest.

The firm can be reached at:

            James D. Decker
            Managing Director
            Alvarez & Marsal Securities, LLC
            3399 Peachtree Road, NE
            Atlanta, Georgia 30326
            Tel: (212) 759-4433
            http://www.alvarezandmarsal.com/

                   About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical reports $312,334,898 in
total assets and $345,227,725 in total liabilities when it filed
for bankruptcy.


NORTHROP GRUMMAN: Debt Reduction Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Northrop
Grumman Corporation and its guaranteed subsidiaries under review
for possible upgrade.  The review was prompted by the continued
improvement in the company's financial results and cash flow
generation which, combined with a substantial reduction in debt,
has led to improvements in debt protection metrics.

Moody's review will focus on assessing the magnitude and the
sustainability of Northrop Grumman's operating and financial
improvement, including the opportunity for future revenue growth
and stability.  Potential shifts in defense spending will be
reviewed to assess the impact that may be expected on programs and
spending categories most closely associated with Northrop Grumman.  
Also, consideration will be given to the company's balance of
revenues between research and development and the production of
major mission platforms and operational and financial flexibility
should a major change in defense spending occur.  In addition,
Moody's will assess its expectation of priorities in deploying
expected free cash flow between various alternatives including
organic growth, acquisitions, and share repurchases and dividend
policies and their impact on the company's liquidity profile.

On Review for Possible Upgrade:

Issuer: Litton Industries, Inc.

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Baa2

Issuer: Mississippi Business Finance Corporation

    * Senior Unsecured Revenue Bonds, Placed on Review for
      Possible Upgrade, currently Baa2

Issuer: Northrop Grumman Corporation

    * Multiple Seniority Shelf, Placed on Review for Possible
      Upgrade, currently (P)Ba1

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Baa2

Issuer: Northrop Grumman Space & Mission Systems Corp

    * Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Baa2

Outlook Actions:

Issuer: Litton Industries, Inc.

    * Outlook, Changed To Rating Under Review From Positive

Issuer: Northrop Grumman Corporation

    * Outlook, Changed To Rating Under Review From Positive

Issuer: Northrop Grumman Space & Mission Systems Corp

    * Outlook, Changed To Rating Under Review From Positive

Northrop Grumman Corporation, with headquarters in Los Angeles,
California, is a major defense and information technology company.


NORTHWEST AIRLINES: Applies Listing on New York Stock Exchange
--------------------------------------------------------------
Northwest Airlines Corporation has filed an application with the
New York Stock Exchange to list its new common stock after the
airline emerges from Chapter 11 bankruptcy protection in June.

Subject to the approval of Northwest's listing application and the
completion of the airline's restructuring, Northwest expects that
its newly issued common stock will begin trading on the NYSE in
June under the ticker symbol "NWA".

"The planned listing of Northwest stock on the NYSE is another
important milestone in the airline's final preparations to exit
bankruptcy in the coming weeks," said Doug Steenland, president
and chief executive officer of Northwest Airlines.  "Recently, we
achieved several other key milestones including the naming of our
new board of directors and the start of solicitation of creditor
approval for our Plan of Reorganization."

"We are pleased to welcome Northwest Airlines, one of the world's
leading airline carriers, to the New York Stock Exchange," said
NYSE Euronext chief executive officer, John A. Thain.  "We look
forward to a long, productive relationship with the company and
its shareholders, and to providing Northwest Airlines with
unsurpassed levels of market quality, visibility and services."

Neal Cohen, executive vice president and chief financial officer,
added, "It is appropriate that we will trade in the market as NWA
which is the well-known and recognized symbol for Northwest
Airlines which our customers see on our aircraft, at the airport
and at our award-winning web site, nwa.com."

Northwest added that upon the effective date of its Plan of
Reorganization, the outstanding common stock, currently traded
under the ticker symbol NWACQ.PK, and preferred stock of the
company will be cancelled for no consideration and therefore the
company's stockholders will no longer have any interest as
stockholders in the company by virtue of their ownership of the
company's common or preferred stock prior to emergence from
bankruptcy.

                    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 an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  The hearing to
consider confirmation of the Debtors' Plan is set for May 16,
2007.


NUTRO PRODUCTS: Inks Pact Selling Pet Food Operations to Mars
-------------------------------------------------------------
Nutro Products Inc. has signed a definitive agreement with Mars
Incorporated, pursuant to Mars' acquisition of the global pet food
operations.  

Bain Capital Partners LLC, a global private investment firm, has
advised the closing of the purchase of Nutro from funds, subject
to normal regulatory approvals and  is expected to complete within
a few months.  Terms of the deal were not disclosed.

The transaction will bring together two of the most recognized
names in the petcare industry.  Nutro will operate as a stand-
alone organization within the Mars family of companies and will
maintain its commitment to the pet specialty channel.

"This acquisition will enhance the company's business by providing
Mars with Nutro's high quality brands," Bob Gamgort, North
American president for Mars, said.  "These brands are known for
quality ingredients, unsurpassed nutrition and high consumer
loyalty.  Nutro's product portfolio, exceptional sales force,
operational excellence, and strong focus on customer service will
be an outstanding addition to Mars' business," said Gamgort.

"Together with the current management team, Nutro will continue to
operate the business from its headquarters in City of Industry,
California, Nutro president and CEO David Kravis, said.  "The
company is proud of its relationship with Nutro pet parents, and
of the long-standing, mutually supportive relationships, the
company has developed with its specialty pet store partners.  The
company looks forward to building on those strengths and the
company's continued commitment to them with the support of Mars,"
Kravis said.

Goldman, Sachs & Co. is serving as financial advisor, and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as counsel to Mars,
Incorporated.

JP Morgan Chase is serving as financial advisor, and Ropes & Gray
LLP is acting as counsel to Nutro Products.

                     About Nutro Products Inc.

Headquartered in City of Industry, California, Nutro Products Inc.
-- http://www.nutroproducts.com/-- is a manufacturer of premium  
pet food.

                           *     *     *

As reported in the Troubled Company Reporter on May 7, 2007,
Moody's Investors Service changed its review for possible
downgrade of the ratings of Nutro Products Inc., including the
corporate family rating of B2, to a review for possible upgrade.

The change in direction of the review after the disclosure that
Mars Incorporated will acquire the global pet food operations of
Nutro, subject to regulatory approvals.


OMNOVA SOLUTIONS: Fitch Affirms and Withdraws Low-B Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
following ratings for Omnova Solutions Inc.:

    -- Issuer Default Rating 'B+';
    -- Senior secured revolver 'BB+/RR1';
    -- Senior secured notes 'B+/RR4'.

All of the debt ratings for this issuer are withdrawn.  Fitch will
no longer provide rating coverage of Omnova.


OXFORD INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oxford Industries, Inc.
        6868 118th Avenue North
        Largo, FL 33773

Bankruptcy Case No.: 07-03683

Type of Business: The Debtor is fully facilitated precision metal
                  fabricator/job shop.  
                  See http://www.oxfordindustriesinc.com/

Chapter 11 Petition Date: May 4, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Internal Revenue Service                               $414,173
Spec Proc Br MC 5720 P&I I
400 West Bay Street,
Suite 35045,
Bankruptcy Section
Jacksonville, FL 32202-4437

Plate Shapes, Inc.                                     $135,644
P.O. Box 291211
Tampa, FL 33687

Cole Industrial & Techn.                                $81,403
1510 North 31st Street
Tampa, FL 33605

Pinellas County Tax Collector                           $57,562

Stewart Stainless Supply                                $42,216

Tampa Bay Steel Corp.                                   $33,279

Humana Hithins Florida                                  $26,833

Corrosion & High Temp Met.                              $23,339

Tad Metals, Inc., S.E.                                  $16,600

Alro Metals Service Center                              $14,929

E.S.S.I.                                                $14,503

Florida Department of Revenue                           $10,384

Card Services                                           $10,171

John Hancock                                             $9,712

Cintas Corporation                                       $7,787

Airgas South                                             $7,344

Progress Energy Florida                                  $6,964

Matthews Benefit Group                                   $6,814

Trumpf, Inc.                                             $5,880

Rolled Alloys, Inc.                                      $5,742


PEOPLE'S CHOICE: PC Asset Wins Residual Interests Auction
---------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates
conducted an auction of certain assets, including residual
interests in certain securitized trusts and books and records
pertaining to the residual interests, on April 17 and 18,
2007.

At the conclusion of the auction, the Debtors, in consultation
with the Official Committee of Unsecured Creditors, determined
that PC Asset Acquisition Inc. is the highest and best bidder on
the assets.

A list of the assets is available for free at:

                  http://ResearchArchives.com/t/s?1e8f  

A sale hearing was held on April 19 to consider approval of the
sales of assets to PC Asset free and clear of all liens, claims,
interests, and encumbrances.

The asset purchase agreement dated April 18, 2007, by and
between, or its designees, and the Debtors, provides, among
others:

    -- PC Asset will pay $21,000,000 to the Debtors for the
       Assets.  PC Asset will deposit $1,050,000 with the Debtors
       in immediately available funds, to be held, retained or
       returned by the Debtors subject to the terms and
       conditions of the bidding procedures or, if there is a
       closing, the deposit and all interest accrued will be
       credited and applied toward payment of the purchase price.
       The balance of the Purchase Price will be paid on the
       closing date;

    -- the closing date is on April 25, the fifth day after
       entry of the approval order;

    -- on the closing date, the Debtors will deliver to PC Asset,
       an assignment of interest pursuant to which the Debtors
       assign the residual interests to PC Asset, and any other
       documents, funds or other things contemplated to be
       delivered by the Debtors; and

    -- on the closing date, PC Asset will deliver the balance of
       the purchase price, and appropriate evidence of all
       necessary corporate action by PC Asset in connection with
       the contemplated transactions.

The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California determined that the APA was negotiated,
proposed, and entered into by the Debtors and the PC Asset in
accordance with the sale procedures order without collusion, in
good faith, and from arm's length bargaining positions.

The Court approved the APA in its entirety and authorizes the
Debtors to enter into the APA.  The absence of any particular
provisions of the APA will not diminish or impair the
effectiveness of the provision.

The Court authorized the Debtors to consummate the sale.

The Assets will be transferred to PC Asset free and clear of all
interests of any kind or nature, with all the interests to attach
to the proceeds of the sale in the order of their priority, with
the same validity, force and effect that they now have against
the Assets, subject to any claims and defenses the Debtors and
their estates, as applicable, may possess.

All owner trustees, securities administrators, certificate
registrars, certificate paying agents, and other parties under
all applicable trusts and trust agreements, including Wilmington
Trust Company, as owner trustee for the 2005-1 Trust, and Wells
Fargo Bank, N.A., as securities administrator, certificate
registrar and certificate paying agent for the 2005-1 Trust, are
directed to cause the Assets to be transferred to PC Asset in
accordance with the sale order and the APA.

PC Asset will have no liability or responsibility for any
liability or other obligation of the Debtors arising under or
related to the Assets.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking    
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.  

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Lead Case No.
07-10765).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  At March 31, 2006,
the Debtors' financial conditions showed total assets of
$4,711,747,000 and total debts of $4,368,966,000.  (People's
Choice Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a chapter 11 plan expires on
July 18, 2007.


PEOPLE'S CHOICE: Equity One Wins Auction for Lot 1 Assets
---------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates
auctioned off certain assets and executory contracts, consisting
the Lot 1 Assets on April 17 and 18, 2007.

The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California approved Equity One Inc.'s successful bid
for certain of the Debtors' subservicing rights and other assets
as the highest, best, and otherwise financially superior bid in
accordance with the sale procedure order.

A list of the servicing agreements Equity One has elected to
include within the purchased assets is available for free at:

             http://ResearchArchives.com/t/s?1e90  

Bear Stearns & Co. and EMC Mortgage Corporation, Inc., and their
affiliates, and Wells Fargo Bank, N.A., and its affiliates are
granted a reservation of their respective rights to object to the
entry of an order allowing for the assumption by the Debtors and
assignment to Equity One of certain subservicing agreements
between the Debtors and Bear/EMC or Wells, which have been
designated as Lot 1 Assets.

An evidentiary hearing and briefing will be held on issues
related to whether the Debtors may assume and subsequently assign
to Equity One the Lot 1 Assets pursuant to, and solely to the
extent required by, Section 365 of the Bankruptcy Code.  

The deadlines for filing of opening trial briefs and reply briefs
were set on May 7, 2007, and May 9, 2007, respectively.

The sale hearing with respect to the Lot 1 Asset is continued to
May 10, 2007.

The asset purchase agreement entered into by People's Choice Home
Loan, Inc., People's Choice Funding, Inc., and Equity One
provides that, among others:

    -- the purchase price is $14,059,081;

    -- Equity One will deposit with the sellers $702,954 in
       immediately available, good funds, to be held, retained or
       returned by the Sellers subject to the terms and
       conditions of the bidding procedures;

    -- at any closing, the Deposit and all interest accrued will
       be credited and applied toward payment of the purchase
       price;

    -- on the closing date, Equity One will pay and deliver to
       Sellers, in good funds, the balance of the purchase price;
       and

    -- Equity One will, effective as of the closing date, be
       assigned the servicing rights and will assume all
       liabilities and obligations of the Sellers accruing under
       the servicing agreements on and after the closing date;
       provided that Equity One will pay all cure amounts owing
       under any of the servicing agreements.

The closing of the transactions will take place at the offices of
Pachulski Stang Ziehl Young Jones & Weintraub LLP, at 10100 Santa
Monica Boulevard, Suite 1100, in Los Angeles, California.  The
closing will be held one day after entry of the order approving
the sale.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking    
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.  

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Lead Case No.
07-10765).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  At March 31, 2006,
the Debtors' financial conditions showed total assets of
$4,711,747,000 and total debts of $4,368,966,000.  (People's
Choice Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a chapter 11 plan expires on
July 18, 2007.


PORTRAIT CORP: Plan Confirmation Hearing Scheduled for May 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York in
White Plains will convene a hearing on May 21, 2007, at 2:30 p.m.,
in Courtroom 520, to consider confirmation on Portrait Corporation
of America Inc. at its debtor-affiliates' Amended Chapter 11 Plan
of Reorganization.

                       Treatment of Claims

The Plan, as published in the Troubled Company Reporter on Feb. 8,
2007, provides that holders of Allowed Administrative Expense
Claims will be paid in full and in cash.

On the Plan's effective date, the DIP obligations will be deemed
allowed and paid indefeasibly in full in accordance with the terms
of the DIP Agreement and DIP Order.  Upon full payment of all DIP
Obligations, all liens and security interests granted to secure
those obligations will be terminated.  Provided, however, that the
particular provisions of the DIP Agreement that are specified to
survive will survive.  Existing letters of credit issued pursuant
to the DIP Agreement will be cancelled and replaced with new
letters of credit to be issued pursuant to the Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will:

   (a) receive payment in full in cash plus post-commencement date
       interest;

   (b) have a reinstated claim;

   (c) receive the collateral securing their claim; or

   (d) receive a treatment that renders the claim unimpaired
       pursuant to Section 1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will receive,
in full satisfaction of their claim, their pro rata share of 100%
of Reorganized Portrait Corp of America common stock.

Holders of Class D Allowed Senior Notes and Other Unsecured Claims
will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common Equity
Interests, and Class I Allowed Old Common Subsidiary Equity
Interests will not receive anything under the plan.

Goldman Note Claims refer to:

   -- the 13.75% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.  These notes were guaranteed by Portrait
      Corporation of America Inc., American Studios Inc., PCA
      National LLC, PCA National of Texas LP, PCA Photo
      Corporation of Canada Inc., Photo Corporation of America
      Inc., and PCA Finance Corp; and

   -- the 16.5% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.

                       About Portrait Corp.

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

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


PRICELINE.COM INC: Paying $80 Million to Settle 2000 Class Action
-----------------------------------------------------------------
Priceline.com Incorporated has agreed to settle the securities
class action litigation filed against the company in 2000.

Under the terms of the settlement agreement, the class will
receive $80 million in return for a release, with prejudice, of
all claims against the company and the individual defendants that
are related to the purchase of the company's securities by class
members during the class period.

The company's insurance carriers will fund $30 million of the
settlement.  In connection with the settlement, the company
expects to incur a net charge of approximately $55 million in the
1st quarter of 2007, representing the settlement amount and
estimated legal expenses relating to the settlement

The company also said that in March and April, it had received
definitive notice from the Internal Revenue Service that the
company's previously disclosed refund request for excise taxes
paid on merchant airline tickets had been approved for payment.  
As a result, the company expects to record approximately
$18.7 million of income in the first quarter of 2007 related to
the March notice and approximately $3 million of income in the
second quarter of 2007 related to the April notice associated with
the tax refund, including estimated accrued interest.

                     About Priceline.com Inc

Priceline.com Inc. (Nasdaq: PCLN) operates priceline.com, a
leading U.S. online travel service for value-conscious leisure
travelers, and Priceline Europe, a leading European online hotel
reservation service.

In the U.S., priceline.com offers customers a variety of ways to
save on their airline tickets, hotel rooms, rental cars, vacation
packages and cruises.

Priceline Europe operates one of Europe's fastest growing hotel
reservation services, operates in 40 countries in 12 languages and
offers its customers in Europe and the U.S. access to
approximately 25,000 participating European hotels.

Priceline.com also operates these travel websites: Travelweb.com,
Lowestfare.com, RentalCars.com and BreezeNet.com.  Priceline.com
also has a personal finance service that offers home mortgages,
refinancing and home equity loans through an independent licensee.
Priceline.com licenses its business model to independent
licensees, including priceline mortgage and certain international
licensees.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2007,
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Priceline.com Inc. on
CreditWatch with positive implications.

The Troubled Company Reporter also reported on Oct. 2, 2006, that
Standard & Poor's Ratings Services assigned its 'B' rating to
Priceline.com. Inc.'s $150 million convertible senior notes due
2013.  Additionally, S&P affirmed the corporate credit rating on
the company at 'B'.  The outlook is Stable.


QUEST DIAGNOSTICS: Earns $105.9 Million in Quarter Ended March 31
-----------------------------------------------------------------
Quest Diagnostics Incorporated reported net income of
$105.9 million for the first quarter ended March 31, 2007,
compared with net income of $144.6 million for the same period
ended March 31, 2006.  Income from continuing operations was
$107.5 million, compared to $154.6 million in the first quarter of
2006.

First quarter revenues were $1.53 billion, a decrease of 1.7%
below the prior-year level of $1.55 billion.  

The decrease in income from continuing operations was principally
associated with the company's change in contract status with
UnitedHealthcare Group Inc., which reduced revenues by an
estimated $75 million and operating income by an estimated
$55 million.

On Oct. 3, 2006, the company announced that it would no longer
provide laboratory services to UnitedHealthcare Group Inc.
beginning Jan. 1, 2007, following the failure to come to terms on
the reduction of total costs for laboratory services.  

Results for the three months ended March 31, 2007, include pre-tax
charges of $11 million, associated with workforce reductions in
response to reduced volume levels, and a pre-tax charge of
$4 million, related to in-process research and development expense
associated with the POCT Holding AB acquisition on Jan. 31, 2007.  
In addition, results for the three months ended March 31, 2007,
were unfavorably impacted by severe storms in the central part of
the United States, which reduced revenues by approximately
$13 million for the quarter and operating income by approximately
$10 million.

Results for the three months ended March 31, 2006, include pre-tax
charges of $27 million, primarily associated with integration
activities and a pre-tax gain of $16 million associated with the
sale of an investment.

"The change in status with UnitedHealthcare had a significant
impact during the quarter; however, doctors within the
UnitedHealthcare network exercised choice and continued to send us
their discretionary business and some of their UnitedHealthcare
work," said Surya N. Mohapatra, Ph.D., chairman and chief
executive officer.  "We believe this is due to our superior
service levels and the efforts of our sales force.  In the first
quarter, we experienced slower growth than we had anticipated
because we have, for the past two quarters, dedicated significant
attention and resources to retaining business.  We have now
shifted our focus to growing our business and are gaining
momentum.  Our new agreement with Aetna and the announced
acquisition of AmeriPath will further accelerate growth."

At March 31, 2007, the company's balance sheet showed
$6.19 billion in total assets, $3.16 billion in total liabilities,
and $3.03 billion in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1.25 billion in total current assets
available to pay $1.57 billion in total current liabilities.

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?1e8b

                  Acquisition of POCT Holding AB

On Jan. 31, 2007, the company acquired POCT Holding AB, a Sweden-
based company specializing in near patient testing, in an all-cash
transaction valued at approximately $450 million, including
$113 million of assumed debt.

                     About Quest Diagnostics

Headquartered in Lyndhurst, N.J., Quest Diagnostics Inc. (NYSE:
DGX) -- http://www.questdiagnostics.com/-- diagnostic testing,  
information and services that patients and doctors need to make
better healthcare decisions.  

                          *     *     *

Standard & Poor's Ratings Services revised its outlook on Quest
Diagnostics Inc. to negative from stable, in light of Quest's
agreement to purchase AmeriPath Inc.  (B+/Negative/--) for about
$2.0 billion cash.


RADNOR HOLDINGS: Files Disclosure Statement in Delaware
-------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates filed with
the United States Bankruptcy Court for the District of Delaware a
Joint Disclosure Statement explaining their Chapter 11 Plan of
Liquidation.

                       Overview of the Plan

The Plan provides for the orderly liquidation of substantially
all of the Debtors' operating assets.  The Debtors tell the Court
that it agreed to sell all of their assets to TR Acquisition Co.
Inc., an affiliate of Tennenbaum Capital Partners LLC, to maximize
value to the Debtors' estate and to provide a vehicle to explore
any and all restructuring alternatives.

The Debtors said that the Plan also provides the holders with the
best recovery possible.

                       Treatment of Claims

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

Holders of Assumed Liabilities and Non-Tax Priority Claims will
also be paid in full, in cash equal to the unpaid portion of the
face amount of each holder's claim.

Each holder of Other Secured Claims will receive, either:

     a. cash equal to the value of the claim;

     b. the return of the holders' collateral securing their
        claims; or

     c. other treatment as agreed by the Debtor and the holder.

Holders of Secured Lender Claims will receive all recoveries on
causes of action and all other assets of the Debtors.

Holders of General Unsecured Claims will receive a pro rata share
of the initial distribution amount.

All Intercompany, Subordinated, and Old Equity Interest Claims
will not receive or retain any property from the Debtors under the
Plan.

A full-text copy of the Joint Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=070507042032

                      About Radnor Holdings

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.


RADNOR HOLDINGS: U.S. Trustee's Ch. 7 Conversion Plea Put On Hold
-----------------------------------------------------------------
Pursuant to a stipulation between Kelly Beaudin Stapleton, the
U.S. Trustee for Region 3, and Radnor Holdings Corporation and its
debtor-affiliates, the U.S. Trustee's motion to convert the
Debtors' Chapter 11 cases to Chapter 7 liquidation proceedings are
held in abeyance following the Debtors' filing of their plan of
reorganization on April 30, 2007.

The stipulation, as approved by the U.S. Bankruptcy Court for the
District of Delaware, provides that the U.S. Trustee will consent
to her conversion motion being put on hold until such time as the
Court denies confirmation the Debtors' plan of reorganization.

If the Court denies confirmation of the plan, the Court will set a
hearing on the conversion motion on the next scheduled omnibus
hearing date, which is 14 days after the date of denial of
confirmation.

                  Reasons to Convert to Chapter 7

Ms. Stapleton argued that the Court should convert the Debtors'
cases to Chapter 7 because there is a continuing loss to or
diminution of the estate, there is no reasonable likelihood of
rehabilitation or reorganization, and that the Debtors have failed
to file the necessary and required operating reports.

The Debtors have signaled their intention of completing a wind-
down and piecemeal liquidation.  In the absence of operating
revenues to support these costs, which the Debtors do not have,
the wind-down and piecemeal liquidation process is causing a
continuing loss to the Debtor's estate, Ms. Stapleton reiterated.  
The Debtors have not shown that the benefit to be gained from
remaining in chapter 11 justifies the attendant administrative
expenses.

Ms. Stapleton reminded the Court that the Debtors had sold
substantially all of their assets.  The Debtors claim to still
possess certain assets to be liquidated, consisting of cash and
causes of action.  In spite of this, the Debtors are trying to
hire liquidation professionals at a significant cost to administer
the remaining assets, when a Chapter 7 trustee could suffice in
handling these tasks, Ms. Stapleton contended.

"What seems readily apparent, however, is that the Debtors'
resources are thin and any significant cost outlays will make
these cases administratively insolvent," argued Ms. Stapleton.

                      About Radnor Holdings

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.


SAFENET INC: Acquisitive Growth Strategy Cues S&P's B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Belcamp, Maryland-based SafeNet, Inc., a provider
of hardware and software information security products and
services.  The outlook is negative.
     
At the same time, S&P assigned its 'B' bank loan rating and '2'
recovery rating to the company's proposed $275 million first
priority senior secured bank facility, which will consist of a
$250 million term loan due 2014 and a $25 million revolving credit
facility due 2013, indicating that lenders can expect substantial
(80%-100%) recovery of principal in the event of payment default.  
S&P assigned its 'CCC+' bank loan rating, with a recovery rating
of '4' to the proposed $125 million second priority term loan due
2015, indicating that lenders can expect a marginal (25%-50%)
recovery of principal in the event of a payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds from the first- and second-lien term loans, totaling
$375 million, along with $240 million of equity from sponsors will
be used to fund the purchase of SafeNet.
      
"The ratings on SafeNet reflect the company's acquisitive growth
strategy, high leverage and current non-compliance with SEC filing
regulations," said Standard & Poor's credit analyst David Tsui.  
These factors are partly offset by SafeNet's diversified product
portfolio, and strong customer and partner relationships.


SHAW GROUP: Secures $700 Mil. EPC Contract from American Electric
-----------------------------------------------------------------
The Shaw Group Inc. has been awarded an engineering, procurement
and construction contract by Southwestern Electric Power Company,
a unit of American Electric Power, to build a new 600 MW electric
generating plant in Hempstead County, Arkansas.  SWEPCO is seeking
the necessary regulatory approvals to build the plant from various
Arkansas, Texas and Louisiana authorities.  The John W. Turk, Jr.
- Unit 1 facility will use an ultra-supercritical advanced
pulverized clean coal combustion technology.  By increasing steam
pressure and temperatures, the facility will require less fuel per
megawatt hour, resulting in increased efficiency and reduced
emissions.  The new plant is scheduled to be completed in mid-2011
at a total cost of approximately $1.3 billion.  Shaw's EPC
contract is valued at approximately $700 million.

"We are very pleased to have been selected by AEP to design,
engineer and construct this highly efficient, environmentally
sound facility," J.M. Bernhard, Jr., Chairman, President and Chief
Executive Officer of Shaw, said.  "We are proud to combine Shaw's
leadership in fossil power with our expertise in high alloy piping
materials which are designed to withstand the high steam
temperatures and pressures at the new facility.  AEP is a leader
in the use of this technology and we look forward to successfully
delivering this generating plant to this valued client."

                  About American Electric Power

Headquartered in Columbus, Ohio, American Electric Power --
http://www.aep.com/-- delivers electricity to more than 5 million  
customers in 11 states in the U.S.  AEP owns nearly 38,000
megawatts of generating capacity in the U.S. AEP also owns an
electricity transmission system, a nearly 39,000-mile network that
includes more 765 kilovolt extra-high voltage transmission lines
than all other U.S. transmission systems combined.  AEP's utility
units operate as AEP Ohio, AEP Texas, Appalachian Power (in
Virginia and West Virginia), AEP Appalachian Power (in Tennessee),
Indiana Michigan Power, Kentucky Power, Public Service Company of
Oklahoma, and Southwestern Electric Power Company (in Arkansas,
Louisiana and east and north Texas).

Southwestern Electric Power Company -- http://swepco.com/--  
serves over 464,000 customers in three states: 112,000 in western
Arkansas, 176,000 in Northwest Louisiana, and 176,000 in East and
North Texas.

                         About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the   
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SINCLAIR BROADCAST: S&P Rates Proposed $300MM Senior Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to the
$300 million convertible senior notes due 2027 proposed by
Sinclair Broadcast Group Inc. (BB-/Negative/--).  At the same
time, S&P lowered the senior unsecured rating on company's shelf
registration to 'B' from 'B+', based on the structural
subordination of senior unsecured debt to priority obligations at
the operating company, Sinclair Television Group Inc.
     
The company will use proceeds of the notes to finance the partial
redemption of the operating subsidiary's 8% senior subordinated
notes due 2012.  On a consolidated basis, Sinclair, a TV station
operator, had total debt of about $1.3 billion as of March 31,
2007.
     
"The ratings on Sinclair reflect the company's financial risk from
debt-financed TV station acquisitions, its low conversion of
EBITDA to discretionary cash flow compared with peers, its
portfolio of generally lower ranked stations, and TV advertising's
mature revenue growth prospects," said Standard & Poor's credit
analyst Deborah Kinzer.
     
These factors are partially offset by the company's large TV
audience reach, TV broadcasting's typically good margin and
discretionary cash flow potential, and resilient station asset
values.
     
The negative outlook recognizes that Sinclair's leverage metrics
remain high for the rating category.  Reducing leverage by using
cash flow to lower debt in both election and nonelection years and
improving discretionary cash flow will be important considerations
toward revising the outlook to stable.

Ratings List

Sinclair Broadcast Group Inc.
Corporate Credit Rating                 BB-/Negative/--
Subordinated                            B

New Rating

Sinclair Broadcast Group Inc.
$300 Mil Conv Sr Notes Due 2027         B


SOLECTRON CORP: Fitch Affirms Low-B Ratings with Stable Outlook
---------------------------------------------------------------
Fitch Ratings has affirmed Solectron Corporation's ratings as:

    -- Issuer Default Rating at 'BB-';
    -- Senior secured bank facility at 'BB+';
    -- Senior unsecured debt at 'BB-';
    -- Subordinated debt at 'B+'.

Fitch's actions affect approximately $600 million in debt
securities.  The Rating Outlook is Stable.

The ratings and outlook reflect Fitch's expectations that:
Solectron's operating performance will remain stable with modest
revenue growth; the company will be challenged to materially
improve operating margins in the current market environment;
Solectron will maintain a conservative balance sheet with debt-to-
EBITDA of approximately 2 times (x); and the electronics
manufacturing services (EMS) industry will continue to face
substantial and occasionally intensely competitive pricing
pressures, as vendors struggle with excess capacity, and uneven
end-market demand.

The ratings are supported by the company's: conservative capital
structure, evidenced by one of the lowest debt-to- EBITDA ratios
of any top-tier EMS provider; solid liquidity position; long-term
trends supporting additional penetration of the outsourcing model;
and Fitch's expectations that the larger and better capitalized
tier 1 EMS providers will benefit from OEM (original equipment
manufacturer) supplier consolidation over time.  Ratings concerns
center on competition from faster growing original design
manufacturers and vertically integrated competitors, particularly
in high-volume/low-mix end-markets with more attractive growth
rates; the thin operating margins and low return on invested
capital associated with the EMS industry despite providers'
ongoing efforts to expand higher margin service offerings; and
significant exposure to slower growing and more volatile
traditional end-markets.

Fitch believes that a significant and sustained improvement in
profitability driven by a stabilization of the competitive
landscape within the EMS industry could lead to positive ratings
actions.  Conversely, Fitch believes that increased balance sheet
leverage and/or acquisition activity and the operational risk
inherent in such a strategy could lead to negative ratings action.

As of March 2, 2007, liquidity was sufficient and supported by
approximately $1.1 billion of unrestricted cash and cash
equivalents and an undrawn $350 million senior secured revolving
credit facility expiring August 2009.  Total debt as of March 2,
2007, was approximately $641 million and consisted primarily of
$450 million 0.5% convertible senior notes due 2034 and $150
million 8% senior subordinated notes due 2016.


SPECIALTY RESTAURANT: Texas Court Moves Chap. 11 Case to Tennessee
------------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas transferred the chapter 11 case of
Specialty Restaurant Group LLC from Dallas to Nashville, Tenn.,
Bill Rochelle of Bloomberg News reports.

According to the report, the change in venue was requested by the
Debtor's Official Committee of Unsecured Creditors.

In its request, the source says, the Committee informed the Court
that Specialty Restaurants belonged near its home base in
Marysville, Tennessee.  

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- operates primarily through three unique,
well-positioned restaurant concepts, The American Cafe, Silver
Spoon Cafe and Silver Spoon/American Cafe.  It presently owns
and operates seven American Cafe's in Mobile, Alabama; Fort Myers,
Florida; Jacksonville, Florida; Chattanooga, Tennessee;
Germantown, Tennessee; Alexandria, Virginia; and Herndon,
Virginia; two Silver Spoon Cafe's in Bonita Springs, Florida
and Naples, Florida; and two Silver Spoon/American Cafe's in
Atlanta, Georgia; and Knoxville, Tennessee.  

The company filed for chapter 11 protection on Feb. 14, 2007
(Bankr. N.D. Tex. Case No. 07-30779).  Gregory Michael Wilkes,
Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP,
represent the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


STRUCTURED ASSET: S&P Cuts Rating on 2003-BC12 Class B Certs. to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B certificates from Structured Asset Investment Loan Trust 2003-
BC12 to 'B' from 'BB+'.  The rating remains on CreditWatch, where
it was placed with negative implications Dec. 12, 2006.  
Concurrently, the ratings on eight classes of certificates from
five SAIL transactions (including series 2003-BC12) were lowered
and placed on CreditWatch with negative implications.  In
addition, the ratings on 17 classes from various SAIL series were
placed on CreditWatch with negative implications.  At the same
time, the ratings on 13 classes from nine SAIL series remain on
CreditWatch negative.  Lastly, the ratings on the remaining
classes from various SAIL deals were affirmed.
     
The downgrades and negative CreditWatch placements reflect adverse
collateral performance that has caused realized losses to
generally exceed monthly excess interest cash flow.  This trend
has compromised overcollateralization to at least 40% below its
target for four of the five downgraded transactions.  As of the
April 2007 remittance report, cumulative realized losses were as
follows (series: percent, amount):

     -- 2003-BC8: 1.02%, $11,036,330;
     -- 2003-BC9: 1.07%, $11,610,647;
     -- 2003-BC12:1.09%, $11,584,341;
     -- 2004-4: 0.92%, $16,832,801; and
     -- 2005-HE2: 1.18% $9,896,194.

In addition, all five series with lowered ratings have sizeable
loan amounts that are severely delinquent (90-plus day,
foreclosure, and REO), which strongly suggests that the
unfavorable performance trends are likely to continue.  The severe
delinquencies relative to O/C are as follows:

     -- 2003-BC8: 16.90%; $24,581,121 versus $3,071,418 O/C;
     -- 2003-BC9: 18.78%; $24,960,145 versus $2,764,532 O/C;
     -- 2003-BC12: 16.19%; $24,365,830 versus $2,666,695 O/C;
     -- 2004-4: 18.07%; $50,079,500 versus $5,012,285 O/C; and
     -- 2005-HE2: 13.14%; $61,866,506 versus $1,634,224 O/C.

The remaining CreditWatch placements reflect the high severely
delinquent loan balances relative to the available credit support
provided by excess interest cash flow and O/C.  Standard & Poor's
will continue to closely monitor the performance of the
certificates with ratings on CreditWatch.  If monthly losses
continue to compromise O/C, S&P will take additional negative
rating actions.  Conversely, if pool performance improves and
credit support is not further eroded, S&P will affirm the ratings
and remove them from CreditWatch.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the
performance trend.
     
The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans, secured by one-to four-
family residential properties.
    

        Rating Lowered and Remaining on Creditwatch Negative

               Structured Asset Investment Loan Trust
                 Mortgage pass-through certificates

                                         Rating
                                         ------
             Series     Class      To               From
             ------     -----      --               ----   
             2003-BC12    B        B/Watch Neg      BB+/Watch Neg


         Ratings Lowered and Placed on Creditwatch Negative

               Structured Asset Investment Loan Trust
                Mortgage pass-through certificates

                                            Rating
                                            ------
               Series     Class      To               From
               ------     -----      --               ----
               2003-BC8    M5        BB/Watch Neg     BBB
               2003-BC8    B         BB-/Watch Neg    BBB-
               2003-BC9    M5        BB/Watch Neg     BBB
               2003-BC9    B         BB-/Watch Neg    BBB-
               2003-BC12   M5        BB/Watch Neg     BBB
               2003-BC12   M6        BB-/Watch Neg    BBB-
               2004-4      B         B/Watch Neg      BB+
               2005-HE2    B3        B/Watch Neg      BB
                

                Ratings Placed on Creditwatch Negative

                Structured Asset Investment Loan Trust
                  Mortgage pass-through certificates

                                          Rating
                                          ------
             Series       Class    To                From
             ------       -----    --                ----
             2003-BC12     M4      BBB+/Watch Neg    BBB+
             2004-3        B       BB+/Watch Neg     BB+
             2004-5        B       BBB-/Watch Neg    BBB-
             2004-6        B       BBB-/Watch Neg    BBB-
             2004-7        B       BBB-/Watch Neg    BBB-
             2004-8        B2      BBB-/Watch Neg    BBB-
             2004-11       B       BB/Watch Neg      BB
             2004-BNC2     M7      BBB+/Watch Neg    BBB+
             2005-1        B       BB/Watch Neg      BB
             2005-4        M11     BBB-/Watch Neg    BBB-
             2005-7        B2      BB+/Watch Neg     BB+
             2005-10       B3      BB+/Watch Neg     BB+
             2005-HE2      B2      BB/Watch Neg      BB
             2006-3        B2      BB/Watch Neg      BB
             2006-4        B2      BB/Watch Neg      BB
             2006-BNC1     B1      BB+/Watch Neg     BB+
             2006-BNC2     B1      BB+/Watch Neg     BB+
              

             Ratings Remaining on Creditwatch Negative

               Structured Asset Investment Loan Trust
                 Mortgage pass-through certificates

               Series         Class        Rating
               ------         -----        ------
               2005-8           B          BB+/Watch Neg
               2005-9           B2         BB/Watch Neg
               2005-11          B1         BB+/Watch Neg
               2005-11          B2         BB/Watch Neg
               2005-HE1         B3         BB+/Watch Neg
               2005-HE3         B1         BBB-/Watch Neg
               2005-HE3         B2         BB+/Watch Neg
               2006-1           B1         BB/Watch Neg
               2006-1           B2         B/Watch Neg
               2006-2           B1         BB+/Watch Neg
               2006-2           B2         B/Watch Neg
               2006-BNC1        B2         B/Watch Neg
               2006-BNC2        B2         BB/Watch Neg
                

                          Ratings Affirmed
     
                Structured Asset Investment Loan Trust
                  Mortgage pass-through certificates

      Series     Class                                   Rating
      ------     -----                                   ------
      2003-BC1   A1, A2                                  AAA
      2003-BC1   M1                                      AA
      2003-BC1   M2                                      A
      2003-BC1   M3                                      BBB+
      2003-BC2   A1, A2, A3                              AAA
      2003-BC2   M1                                      AA
      2003-BC2   M2                                      A
      2003-BC2   M3                                      BBB+
      2003-BC2   B                                       BBB-
      2003-BC3   1-A2, 2-A2                              AAA
      2003-BC3   M1                                      AA
      2003-BC3   M2                                      A
      2003-BC3   M3                                      A-
      2003-BC3   M5                                      BBB
      2003-BC3   B                                       BBB-
      2003-BC4   M1                                      AA+
      2003-BC4   M2                                      A
      2003-BC4   M3                                      A-
      2003-BC4   M4                                      BBB
      2003-BC5   M1                                      AA+
      2003-BC5   M2-A, M2-B                              A
      2003-BC5   M3                                      A-
      2003-BC5   M4                                      BBB+
      2003-BC5   B                                       BBB-
      2003-BC6   M1                                      AA
      2003-BC6   M2                                      A
      2003-BC6   M3                                      A-
      2003-BC6   M-4                                     BBB+
      2003-BC6   B                                       BBB-
      2003-BC7   1-A2, 3-A2                              AAA
      2003-BC7   M1                                      AA
      2003-BC7   M2                                      A
      2003-BC7   M3                                      A-
      2003-BC7   M4                                      BBB+
      2003-BC7   M5                                      BBB
      2003-BC8   2-A, 3-A2, 3-A3                         AAA
      2003-BC8   M1                                      AA
      2003-BC8   M2                                      A
      2003-BC8   M3                                      A-
      2003-BC8   M4                                      BBB+
      2003-BC9   2-A, 3-A2, 3-A3                         AAA
      2003-BC9   M1                                      AA
      2003-BC9   M2                                      A
      2003-BC9   M3                                      A-
      2003-BC9   M4                                      BBB+
      2003-BC10  1-A2, A4                                AAA
      2003-BC10  M1                                      AA
      2003-BC10  M2                                      A
      2003-BC10  M3                                      A-
      2003-BC10  M4                                      BBB+
      2003-BC10  M5                                      BBB
      2003-BC10  B                                       BBB-
      2003-BC11  A3                                      AAA
      2003-BC11  M1                                      AA
      2003-BC11  M2                                      A
      2003-BC11  M3                                      A-
      2003-BC11  M4                                      BBB+
      2003-BC11  M5                                      BBB
      2003-BC11  B                                       BBB-
      2003-BC12  1-A, 2-A, 3-A                           AAA
      2003-BC12  M1                                      AA
      2003-BC12  M2                                      A
      2003-BC12  M3                                      A-
      2003-BC13  1-A1, 1-A3, 2-A1, 2-A3, 3-A             AAA
      2003-BC13  M1                                      AA
      2003-BC13  M2                                      A
      2003-BC13  M3                                      A-
      2003-BC13  M4                                      BBB+
      2003-BC13  M5                                      BBB
      2003-BC13  M6                                      BBB-
      2003-BC13  B                                       BB+
      2004-1     1A3                                     AAA
      2004-1     M1                                      AA
      2004-1     M2                                      A
      2004-1     M3                                      A-
      2004-1     M4                                      BBB+
      2004-1     M5                                      BBB
      2004-1     M6                                      BBB-
      2004-1     B                                       BB+
      2004-2     A4                                      AAA
      2004-2     M1                                      AA
      2004-2     M2                                      A
      2004-2     M3                                      A-
      2004-2     M4                                      BBB+
      2004-2     M5                                      BBB
      2004-2     M6                                      BBB-
      2004-2     B                                       BB+
      2004-3     A3                                      AAA
      2004-3     M1                                      AA
      2004-3     M2                                      A
      2004-3     M3                                      A-
      2004-3     M4                                      BBB+
      2004-3     M5                                      BBB
      2004-3     M6                                      BBB-
      2004-4     A-SIO, A4                               AAA
      2004-4     M1                                      AA
      2004-4     M2                                      AA-
      2004-4     M3                                      AA-
      2004-4     M4                                      A+
      2004-4     M5                                      A
      2004-4     M6                                      BBB+
      2004-4     M7                                      BBB-
      2004-5     A-SIO                                   AAA
      2004-5     M2                                      AA+
      2004-5     M3                                      AA
      2004-5     M4                                      AA-
      2004-5     M5                                      A
      2004-5     M6                                      A-
      2004-5     M7                                      BBB+
      2004-5     M8                                      BBB
      2004-6     A3, A-SIO                               AAA
      2004-6     M1                                      AA
      2004-6     M2                                      A
      2004-6     M3                                      A-
      2004-6     M4                                      BBB+
      2004-6     M5                                      BBB
      2004-6     M6                                      BBB-
      2004-7     A1, A2, A3, A4, A6, A7, A8              AAA
      2004-7     M1                                      AA+
      2004-7     M2                                      AA
      2004-7     M3                                      AA-
      2004-7     M4                                      A
      2004-7     M5                                      A-
      2004-7     M6                                      BBB+
      2004-7     M7                                      BBB
      2004-8     A1, A2, A4, A6, A8, A9                  AAA
      2004-8     M1                                      AA+
      2004-8     M2, M3, M4                              AA
      2004-8     M5                                      A
      2004-8     M6                                      A-
      2004-8     M7                                      BBB+
      2004-8     M8                                      BBB
      2004-8     M9, B1                                  BBB-
      2004-9     A2, A5, A7                              AAA
      2004-9     M1                                      AA+
      2004-9     M2                                      AA
      2004-9     M3                                      A+
      2004-9     M4                                      A
      2004-9     M5                                      A-
      2004-9     M6                                      BBB+
      2004-9     M7                                      BBB
      2004-9     B1, B2                                  BBB-
      2004-10    A2, A4, A6, A7                          AAA
      2004-10    A9, A10, A11                            AAA
      2004-10    M1                                      AA+
      2004-10    M2                                      AA
      2004-10    M3                                      AA-
      2004-10    M4                                      A+
      2004-10    M5                                      A
      2004-10    M6                                      A-
      2004-10    M7                                      BBB+
      2004-11    A4                                      AAA
      2004-11    M1                                      AA+
      2004-11    M2                                      AA
      2004-11    M3                                      AA-
      2004-11    M4                                      A+
      2004-11    M5                                      A
      2004-11    M6                                      A-
      2004-11    M7                                      BBB+
      2004-11    M8                                      BBB
      2004-11    M9                                      BBB-
      2004-BNC1  A2, A4, A5, A-SIO                       AAA
      2004-BNC1  M1                                      AA
      2004-BNC1  M2                                      AA-
      2004-BNC1  M3                                      A+
      2004-BNC1  M4                                      A
      2004-BNC1  M5                                      A-
      2004-BNC1  M6                                      BBB+
      2004-BNC1  M7                                      BBB
      2004-BNC1  B1                                      BB
      2004-BNC2  A2, A5, A6                              AAA
      2004-BNC2  M1                                      AA+
      2004-BNC2  M2                                      AA
      2004-BNC2  M3                                      AA-
      2004-BNC2  M4                                      A+
      2004-BNC2  M5                                      A
      2004-BNC2  M6                                      A-
      2005-1     A1, A2, A4, A5, A7, A8                  AAA
      2005-1     M1                                      AA+
      2005-1     M2                                      AA
      2005-1     M3                                      AA-
      2005-1     M4                                      A+
      2005-1     M5                                      A
      2005-1     M6                                      A-
      2005-1     M7                                      BBB+
      2005-1     M8                                      BBB
      2005-1     M9                                      BBB-
      2005-2     A1, A3, A4, A5, A6                      AAA
      2005-2     M1                                      AA+
      2005-2     M2                                      AA
      2005-2     M3                                      AA-
      2005-2     M4                                      A+
      2005-2     M5                                      A
      2005-2     M6                                      A-
      2005-2     M7                                      BBB+
      2005-2     M8                                      BBB
      2005-2     M9                                      BBB-
      2005-2     B                                       BB
      2005-3     A1, A3, A4, A5, A6, A7, A8, A9          AAA
      2005-3     M1                                      AA+
      2005-3     M2                                      AA
      2005-3     M3                                      AA-
      2005-3     M4                                      A+
      2005-3     M5                                      A
      2005-3     M6                                      A-
      2005-3     M7                                      BBB+
      2005-3     M8                                      BBB
      2005-3     M9                                      BBB-
      2005-3     B                                       BB
      2005-4     A2, A3, A4, A5                          AAA
      2005-4     M1                                      AA+
      2005-4     M2, M3                                  AA
      2005-4     M4                                      AA-
      2005-4     M5                                      A+
      2005-4     M6                                      A
      2005-4     M7                                      A-
      2005-4     M8                                      BBB+
      2005-4     M9, M10                                 BBB
      2005-5     A1, A3, A4, A5, A7, A8, A9              AAA
      2005-5     M1                                      AA+
      2005-5     M2                                      AA
      2005-5     M3                                      AA-
      2005-5     M4                                      A+
      2005-5     M5                                      A
      2005-5     M6                                      A-
      2005-5     M7                                      BBB+
      2005-5     M8                                      BBB
      2005-5     M9, B                                   BBB-
      2005-6     A1, A2, A3, A4, A5, A6, A7, A8, A9      AAA
      2005-6     M1                                      AA+
      2005-6     M2                                      AA
      2005-6     M3                                      AA-
      2005-6     M4                                      A+
      2005-6     M5                                      A
      2005-6     M6                                      A-
      2005-6     M7                                      BBB
      2005-6     M8, M9, M10-A, M10-F                    BBB-
      2005-7     A1, A2, A3, A4, A5                      AAA
      2005-7     M1                                      AA+
      2005-7     M2                                      AA
      2005-7     M3                                      AA-
      2005-7     M4                                      A+
      2005-7     M5                                      A
      2005-7     M6                                      A-
      2005-7     M7                                      BBB+
      2005-7     M8                                      BBB
      2005-7     M9, B1                                  BBB-
      2005-8     A1, A2, A3, A4                          AAA
      2005-8     M1                                      AA+
      2005-8     M2                                      AA
      2005-8     M3                                      AA-
      2005-8     M4                                      A+
      2005-8     M5                                      A
      2005-8     M6                                      A-
      2005-8     M7                                      BBB+
      2005-8     M8                                      BBB
      2005-8     M9                                      BBB-
      2005-9     A1, A2, A3, A4, A5, A6                  AAA
      2005-9     M1                                      AA+
      2005-9     M2                                      AA
      2005-9     M3                                      AA-
      2005-9     M4                                      A+
      2005-9     M5                                      A
      2005-9     M6                                      A-
      2005-9     M7                                      BBB+
      2005-9     M8                                      BBB
      2005-9     M9, B1                                  BBB-
      2005-10    A1, A2, A3, A4, A5, A6                  AAA
      2005-10    M1                                      AA+
      2005-10    M2                                      AA
      2005-10    M3                                      AA-
      2005-10    M4                                      A+
      2005-10    M5                                      A
      2005-10    M6                                      A-
      2005-10    M7                                      BBB+
      2005-10    M8                                      BBB
      2005-10    M9, B1, B2                              BBB-
      2005-11    A1, A2, A3, A4, A5, A6, A7              AAA
      2005-11    M1                                      AA
      2005-11    M2                                      AA-
      2005-11    M3                                      A+
      2005-11    M4                                      A
      2005-11    M5                                      A-
      2005-11    M6                                      BBB+
      2005-11    M7                                      BBB
      2005-11    M8                                      BBB-
      2005-HE1   A2, A4, A5, A6, A7, A8                  AAA
      2005-HE1   M1                                      AA+
      2005-HE1   M2                                      AA
      2005-HE1   M3                                      AA-
      2005-HE1   M4                                      A+
      2005-HE1   M5                                      A
      2005-HE1   M6                                      A-
      2005-HE1   M7                                      BBB+
      2005-HE1   M8, M9                                  BBB
      2005-HE1   B1, B2                                  BBB-
      2005-HE2   A1, A2, A3                              AAA
      2005-HE2   M1                                      AA+
      2005-HE2   M2                                      AA
      2005-HE2   M3                                      AA-
      2005-HE2   M4                                      A+
      2005-HE2   M5                                      A
      2005-HE2   M6                                      A-
      2005-HE2   M7                                      BBB+
      2005-HE2   M8, M9                                  BBB
      2005-HE2   M10                                     BBB-
      2005-HE2   B1                                      BB+
      2005-HE3   A1, A2, A3, A4, A5                      AAA
      2005-HE3   M1                                      AA+
      2005-HE3   M2                                      AA
      2005-HE3   M3                                      AA-
      2005-HE3   M4                                      A+
      2005-HE3   M5                                      A
      2005-HE3   M6, M7                                  A-
      2005-HE3   M8                                      BBB+
      2005-HE3   M9, M10, M11                            BBB
      2006-1     A1, A2, A3, A4                          AAA
      2006-1     M1                                      AA+
      2006-1     M2, M3                                  AA
      2006-1     M4                                      AA-
      2006-1     M5                                      A+
      2006-1     M6                                      A
      2006-1     M7                                      A-
      2006-1     M8                                      BBB+
      2006-1     M9                                      BBB
      2006-2     A1, A2, A3, A4,                         AAA
      2006-2     M1                                      AA
      2006-2     M2                                      AA-
      2006-2     M3                                      A+
      2006-2     M4                                      A
      2006-2     M5                                      A-
      2006-2     M6                                      BBB+
      2006-2     M7                                      BBB
      2006-2     M8                                      BBB-
      2006-3     A1, A2, A3, A4, A5, A6                  AAA
      2006-3     M1                                      AA+
      2006-3     M2                                      AA
      2006-3     M3                                      AA-
      2006-3     M4                                      A+
      2006-3     M5                                      A
      2006-3     M6                                      A-
      2006-3     M7                                      BBB+
      2006-3     M8                                      BBB
      2006-3     M9                                      BBB-
      2006-3     B1                                      BB+
      2006-4     A1, A2, A3, A4, A5                      AAA
      2006-4     M1                                      AA
      2006-4     M2                                      AA-
      2006-4     M3                                      A+
      2006-4     M4                                      A
      2006-4     M5                                      A-
      2006-4     M6                                      BBB+
      2006-4     M7                                      BBB
      2006-4     M8                                      BBB-
      2006-4     B1                                      BB+
      2006-BNC1  A1, A2, A3, A4, A5                      AAA
      2006-BNC1  M1                                      AA
      2006-BNC1  M2                                      AA-
      2006-BNC1  M3                                      A+
      2006-BNC1  M4                                      A
      2006-BNC1  M5                                      A-
      2006-BNC1  M6                                      BBB+
      2006-BNC1  M7                                      BBB
      2006-BNC1  M8                                      BBB-
      2006-BNC2  A1, A2, A3, A4, A5, A6                  AAA
      2006-BNC2  M1                                      AA
      2006-BNC2  M2                                      AA-
      2006-BNC2  M3                                      A+
      2006-BNC2  M4                                      A
      2006-BNC2  M5                                      A-
      2006-BNC2  M6                                      BBB+
      2006-BNC2  M7                                      BBB
      2006-BNC2  M8                                      BBB-
      2006-BNC3  A1, A2, A3, A4                          AAA
      2006-BNC3  M1                                      AA
      2006-BNC3  M2                                      AA-
      2006-BNC3  M3                                      A+
      2006-BNC3  M4                                      A
      2006-BNC3  M5                                      A-
      2006-BNC3  M6                                      BBB+
      2006-BNC3  M7                                      BBB
      2006-BNC3  M8                                      BBB-
      2006-BNC3  B1                                      BB+
      2006-BNC3  B2                                      BB


TENFOLD CORP: Posts $932,000 Net Loss for 1st Qtr. Ended March 31
-----------------------------------------------------------------
TenFold Corp. filed its financial statements for the three months
ended March 31, 2007, with the Securities and Exchange Commission
on May 3, 2007.

The company reported a $932,000 net loss on $1,823,000 of revenues
for the three months ended March 31, 2007, compared with a $1,924
net loss on $599,000 revenues in the comparable period of 2006.

At March 31, 2006, the company's balance sheet showed $3,959,000
in total assets and $2,359,000 in total liabilities resulting in a
stockholders' equity of $1,600.

The company says it has not been able to generate positive cash
flow from operations for the four years ended Dec. 31, 2006, or
the three months ended March 31, 2007.  Its net cash used in
operating activities was $464,000 for the three months ended
March 31, 2007, and $4.4 million for the year ended Dec. 31, 2006.

Additionally, the company says it has experienced difficulty
closing substantial new sales, and it is unclear when or if it can
expect to predictably close material sales to new or existing
customers, and to achieve and sustain positive cash flow from
operations.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1e8c

                       Going Concern Doubt

Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about Tenfold Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm cited that the company
has used significant balances of its cash in operating activities
and at present levels of cash consumption will not have sufficient
resources to meet operating needs.

                        About TenFold Corp.

TenFold Corp (OTC BB: TENF) -- http://www.tenfold.com/ --   
licenses its patented technology for applications and services
development, EnterpriseTenFold SOA, to organizations that face the
daunting task of replacing obsolete applications or building
complex SOA-compliant applications systems.  EnterpriseTenFold SOA
technology lets a small team of business people and IT
professionals design, build, deploy, maintain, and upgrade new or
replacement applications with extraordinary speed, superior
applications quality and power features.


TRIBUNE CO: Commences Repurchase of 126 Mil. Common Stock Shares
----------------------------------------------------------------
On April 25, 2007, Tribune Company has commenced its reported
tender offer to repurchase up to 126 million shares of its common
stock for $34 per share, returning approximately $4.3 billion of
capital to shareholders.

In the tender offer, shareholders will have the opportunity to
tender some or all of their shares at a price of $34 per share in
cash.  The tender offer is being made pursuant to the previously
disclosed merger agreement among Tribune, the Tribune Employee
Stock Ownership Plan, the ESOP's merger subsidiary and an
affiliate of Sam Zell.  The tender offer commenced [Wednes]day
and will expire on May 24, 2007, unless extended.

The repurchase of up to 126 million shares of common stock through
the tender offer represents over 50% of Tribune's outstanding
common shares with a total value of approximately $4.3 billion.  
The stock repurchases will be funded through bank debt and a
$250 million investment from Sam Zell.  The Zell investment was
consummated on April 23, 2007.

"This tender offer will return significant capital to Tribune
shareholders, including employees who currently own about 23
million shares of stock," said Dennis FitzSimons, Tribune
chairman, president and chief executive officer.  "With Sam Zell's
initial investment completed, and the tender offer launched, the
first stage of our transaction that will result in Tribune Company
going private is underway."

If more than 126 million shares are tendered, the company will
purchase all shares tendered in the tender offer on a pro rata
basis, except for "odd lots", which will not be prorated.  If
fewer shares are properly tendered, the company will purchase all
shares that are properly tendered and not withdrawn.  All shares
acquired in the tender offer will be acquired at the same price
of $34 per share.  Shareholders whose shares are purchased in the
offer will be paid the purchase price in cash, without interest,
promptly after the expiration of the offer period.

The Chandler Trusts, which collectively hold approximately 20%
of Tribune's outstanding shares of common stock, have agreed to
tender all shares of Tribune common stock held by them at the
expiration of the offer.  The ESOP and Zell will not tender any
of the shares of Tribune common stock held by them in the offer.

Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and Banc of America Securities LLC will serve
as Co-Dealer Managers for the tender offer.  Innisfree M&A
Incorporated will serve as Information Agent and Computershare
Trust Company, N.A. will serve as the Depositary.

The Offer to Purchase, Letter of Transmittal and related documents
will be mailed to shareholders of record and will also be made
available for distribution to beneficial owners of Tribune common
stock.

                      About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is one of the country's top media   
companies, operating businesses in publishing, interactive and
broadcasting.  It reaches more than 80 percent of U.S. households
and is the only media organization with newspapers, television
stations and websites in the nation's top three markets.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun
(Baltimore), South Florida Sun-Sentinel, Orlando Sentinel  and
Hartford Courant.  The company's broadcasting group operates 23
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.  

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Ba3 from Ba1, existing senior unsecured notes to
B2 from Ba1, and subordinated notes to B2 from Ba2.  The rating
actions reflect the significant increase in leverage that will
result from Tribune's repurchase of approximately $4.2 billion of
common stock through a tender offer in the first step of its plan
to go private, and that the increase in leverage is occurring at a
time of pressure on Tribune's advertising revenue and operating
margins.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six 2005-C17 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-C17 as:

    - Class A-1, $87,090,328, affirmed at Aaa
    - Class A-1A, $372,595,763, affirmed at Aaa
    - Class A-2, $288,753,000, affirmed at Aaa
    - Class A-3, $82,046,000, affirmed at Aaa
    - Class A-4, $1,079,352,000, affirmed at Aaa
    - Class A-J, $187,242,000, affirmed at Aaa
    - Class A-PB, $224,353,000, affirmed at Aaa
    - Class X-C, Notional, affirmed at Aaa
    - Class X-P, Notional, affirmed at Aaa
    - Class B, $74,897,000, affirmed at Aa2
    - Class C, $23,830,000, affirmed at Aa3
    - Class D, $47,661,000, affirmed at A2
    - Class E, $27,235,000, affirmed at A3
    - Class F, $27,235,000, affirmed at Baa1
    - Class G, $30,639,000, affirmed at Baa2
    - Class H, $37,448,000, affirmed at Baa3
    - Class J, $6,808,000, affirmed at Ba1
    - Class K, $10,213,000, affirmed at Ba2
    - Class L, $13,617,000, affirmed at Ba3
    - Class M, $6,808,000, affirmed at B1
    - Class N, $6,808,000, affirmed at B2
    - Class O, $6,808,000, affirmed at B3

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.6%
to $2.68 billion from $2.72 billion at securitization.  The
certificates are collateralized by 226 loans, the same as at
securitization.  The loans range in size from less than 1.0% to
8.0% of the pool, with the top 10 loans representing 34.9% of the
pool.  The pool includes five investment grade shadow rated loans,
representing 15.7% of the pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Twenty-five
loans, representing 11.9% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 93.5% and 74.2%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 99.8%, compared to 99.0% at securitization, resulting
in the affirmation of all classes.

The largest shadow rated loan is the One & Two International Place
Loan ($215.5 million -- 8.0%), which represents a 50.0%
participation interest in a first mortgage loan secured by two
Class A office towers located Boston, Massachusetts.  The two
buildings total 1.9 million square feet and were 100.0% occupied
as of December 2006, compared to 90.0% at securitization.  Moody's
current shadow rating is Baa3, the same as at securitization.

The second largest shadow rated loan is the Theraldson Pool I-B
Loan ($74.9 million -- 2.8%), which is secured by 13 limited
service hotels totaling 1,436 guestrooms.  The hotels are located
in six states and operate under five different hotel flags.  
Performance has improved due to higher revenues and loan
amortization.  The loan has amortized by approximately 6.2% since
securitization.  Moody's current shadow rating is A1, compared to
A2 at securitization.

The third largest shadow rated loan is the Theraldson Pool I-A
Loan ($54.3 million -- 2.0%), which is secured by 25 limited
service hotels.  The hotels total 1,436 guestrooms, are located in
12 states and operate under six different hotel flags.  
Performance has improved due to higher revenues and loan
amortization.  The loan has amortized by approximately 6.2% since
securitization.  Moody's current shadow rating is A3, compared to
Baa1 at securitization.

The fourth largest shadow rated loan is the Great Wolf Resorts
Pool Loan ($47.9 million -- 1.8%), which is secured by two full
service hotels located in Traverse City, Michigan and Kansas City,
Kansas.  The hotels total 562 guestrooms. Performance has declined
due to decreased revenues and increased expenses.  RevPAR and
occupancy for calendar year 2006 were $137.88 and 65.0%,
respectively, compared to $140.68 and 67.0% at securitization.
Moody's current shadow rating is A1, compared to Aa3 at
securitization.

The fifth largest shadow rated loan is the 200 Varick Street Loan
($27.0 million -- 1.0%), which is secured by a 400,000 square
office building located in New York City.  Moody's current shadow
rating is Aa2, compared to Aa3 at securitization.

The top three conduit loans represent 14.9% of the pool.  The
largest conduit loan is the Digital Realty Trust Portfolio Loan
($150.2 million -- 5.6%), which is secured by six office buildings
totaling 1.4 million square feet and located in five states.  The
portfolio was 95.0% occupied as of December 2006, compared to
93.6% at securitization.  Moody's LTV is 88.0%, compared to 92.8%
at securitization.

The second largest conduit loan is the 450 West 33rd Street Loan
($132.5 million -- 4.9%), which represents a 50.0% participation
interest in a 1.7 million square foot Class B office building
located in New York City.  The property was 90.0% occupied as of
December 2006, compared to 84.5% at securitization.  Moody's LTV
is 96.1%, the same as at securitization.

The third largest conduit loan is the Olympia Portfolio Loan
($83.1 million -- 3.1%), which is secured by a portfolio of 22
retail properties and two office properties totaling 409,000
square feet.  The properties are located in Florida and Georgia
and are 100.0% leased, the same as at securitization.  Twenty of
the properties, representing 88.3% of the allocated loan balance,
are anchored by Walgreens.  Moody's LTV is 94.6%, compared to
96.8% at securitization.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six 2005-C18 Certs.
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 23 classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-C18 as:

    * Class A-1, $36,026,055, affirmed at Aaa
    * Class A-1-A, $70,049,202, affirmed at Aaa
    * Class A-2, $22,149,000, affirmed at Aaa
    * Class A-3, $174,126,000, affirmed at Aaa
    * Class A-PB, $81,472,000, affirmed at Aaa
    * Class A-4, $476,015,000, affirmed at Aaa
    * Class A-J-1, $140,537,000, affirmed at Aaa
    * Class A-J-2, $89,592,000, affirmed at Aaa
    * Class X-P, Notional, affirmed at Aaa
    * Class X-C, Notional, affirmed at Aaa
    * Class B, $31,621,000 affirmed at Aa2
    * Class C, $12,297,000, affirmed at Aa3
    * Class D, $28,107,000, affirmed at A2
    * Class E, $14,054,000, affirmed at A3
    * Class F, $19,324,000, affirmed at Baa1
    * Class G, $12,297,000, affirmed at Baa2
    * Class H, $24,594,000, affirmed at Baa3
    * Class J, $5,270,000, affirmed at Ba1
    * Class K, $7,027,000, affirmed at Ba2
    * Class L, $5,270,000, affirmed at Ba3
    * Class M, $3,514,000, affirmed at B1
    * Class N, $3,513,000, affirmed at B2
    * Class O, $5,270,000, affirmed at B3

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.7%
to $1.38 billion from $1.40 billion at securitization.  The
Certificates are collateralized by 71 loans, ranging in size from
less than 1.0% to 15.6% of the pool, with the top 10 loans
representing 58.2% of the pool.  The pool includes three
investment grade shadow rated loans, representing 18.7% of the
pool.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Nine loans,
representing 9.0% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 100.0% and 92.1%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 104.0%, compared to 102.7% at securitization,
resulting in an affirmation of all classes.

The largest shadow rated loan is the One & Two International Place
Loan ($215.5 million - 15.6%), which represents a 50.0%
participation interest in a first mortgage loan secured by two
Class A office towers located in Boston, Massachusetts.  The two
buildings total 1.9 million square feet and were 100.0% occupied
as of December 2006, compared to 90.0% at securitization.  Moody's
current shadow rating is Baa3, the same as at securitization.

The second largest shadow rated loan is the 2700 Broadway Loan
($27.5 million - 2.0%), which is secured by a 25,000 square foot
condominium interest in the retail portion of a mixed use building
located in New York City.  The condo unit is 100.0% leased to
Columbia University.  Moody's current shadow rating is A2, the
same as at securitization.

The third largest shadow rated loan is the Topanga and Victory
Loan ($16.0 million - 1.2%), which is secured by two flex office
buildings located in Los Angeles, California. The buildings were
98.0% occupied as of December 2006, compared to 93.0% at
securitization.  Despite the increase in occupancy, performance
has declined due to increased expenses.  Moody's current shadow
rating is Ba1, compared to Baa3 at securitization.

The top three conduit loans represent 26.1% of the pool. The
largest conduit loan is the 450 West 33rd Street Loan ($132.5
million - 9.6%), which represents a 50.0% participation interest
in a 1.7 million square foot Class B office building located in
New York City.  The property was 90.0% occupied as of December
2006, compared to 84.5% at securitization.  Moody's LTV is 96.1%,
the same as at securitization.

The second largest conduit loan is the Kadima Medical Office Loan
($127.5 million - 9.2%), which is secured by 17 medical office
buildings totaling 797,000 square feet.  The properties are
located in eight states with the largest concentration in Florida
(9 properties).  The portfolio was 97.0% leased as of December
2007, the same as at securitization. Despite the stable occupancy,
performance has declined due to increased expenses.  Moody's LTV
is 117.2%, compared to 109.9% at securitization.

The third largest conduit loan is the Park Place II Loan ($100.0
million - 7.2%), which is secured by a 275,000 square foot mixed
use office and retail property located in Irvine, California.  The
property was 100.0% occupied as of December 2006, compared to
89.0% at securitization.  The loan is on the master servicer's
watchlist due to concerns regarding the financial condition of the
largest tenant, New Century Financial Corporation, which occupies
29.0% of the premises.  Moody's LTV is 108.5%, compared to 114.5%
at securitization.


WACHOVIA BANK: Moody's Holds Low-B Ratings on 7 2004-C14 Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 21 classes of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2004-C14 as:

    * Class A-1, $20,107,178, affirmed at Aaa
    * Class A-1A, $286,948,370, affirmed at Aaa
    * Class A-2, $226,423,000, affirmed at Aaa
    * Class A-3, $80,236,000, affirmed at Aaa
    * Class A-4, $305,906,000, affirmed at Aaa
    * Class X-P, Notional, affirmed at Aaa
    * Class X-C, Notional, affirmed at Aaa
    * Class B, $28,797,000, affirmed at Aa2
    * Class C, $13,712,000, affirmed at Aa3
    * Class D, $17,826,000, affirmed at A2
    * Class E, $10,970,000, affirmed at A3
    * Class F, $12,341,000, affirmed at Baa1
    * Class G, $12,341,000, affirmed at Baa2
    * Class H, $15,084,000, affirmed at Baa3
    * Class J, $2,742,000, affirmed at Ba1
    * Class K, $4,113,000, affirmed at Ba2
    * Class L, $6,856,000, affirmed at Ba3
    * Class M, $2,742,000, affirmed at B1
    * Class N, $2,742,000, affirmed at B2
    * Class O, $2,742,000, affirmed at B3
    * Class MAD, $13,555,555, upgraded to Aaa from Baa2
    * Class PP, $38,4321,685, affirmed at Ba1

As of the April 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.6%
to $1.12 billion from $1.15 billion at securitization.  The
Certificates are collateralized by 83 loans, the same as at
securitization.  The loans range in size from less than 1.0% to
12.9% of the pool, with the top 10 loans representing 56.3% of the
pool.  The pool includes two investment grade shadow rated loans,
representing 16.8% of the pool.  Four loans, representing 10.0% of
the pool, have defeased and are secured by U.S.  Government
securities.  The largest defeased loan is the 11 Madison Avenue
Loan ($82.0 million -- 7.3%), which was shadow rated investment
grade at securitization.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Six loans,
representing approximately 5.0% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial-year 2006
operating results for 99.6% and 96.8%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 94.2%, compared to 99.7% at Moody's last full review
in February 2006 and compared to 95.1% at securitization.  Moody's
is affirming the ratings of all the pooled classes as well as the
non-pooled Class PP. Moody's is upgrading Class MAD, which is
secured by a B Note on 11 Madison Avenue, due to defeasance.

The largest shadow rated loan is the Park Place Mall Loan ($144.1
million -- 12.9%), which is secured by a 1.0 million square foot
regional mall located in Tucson, Arizona.  The mall is anchored by
Sears, Dillard's and Macy's.  Property performance has been stable
since securitization.  The property is also encumbered by a $38.4
million B Note which serves as the collateral for non-pooled Class
PP.  Moody's current shadow ratings of the A and B notes are Baa3
and Ba1, the same as at last review.

The second shadow rated loan is the Independence Plaza Loan ($44.0
million -- 3.9%), which is secured by a 562,000 square foot office
property located in downtown Denver, Colorado.  The property was
95.0% occupied as of December 2006, essentially the same as at
last review.  Moody's current shadow rating is Baa2, the same as
at last review.

The top three conduit exposures represent 19.5% of the pool. The
largest conduit exposure is the BJB Portfolio ($107.1 million --
9.5%), which consists of 10 cross-collateralized loans secured by
10 multifamily properties located in Chicago, Illinois.  The
portfolio totals 964 units in properties that range in size from
six to 190 units.  Moody's LTV is 99.6%, compared to 99.1% at last
review.

The second largest conduit loan is the 444 North Michigan Avenue
Loan ($71.5 million - 6.4%), which is secured by a 511,000 square
foot office property located in Chicago, Illinois.  As of December
2006 the property was 80.4% occupied, essentially the same as at
last review.  Performance has declined since last review due to
increased expenses.  Moody's LTV is in excess of 100.0%, similar
to last review.

The third largest conduit loan is the FBI Field Office Loan ($40.8
million - 3.8%), which is secured by a 156,000 square foot Class A
office property located approximately seven miles northwest of
Baltimore in Woodlawn, Maryland.  The property is 100.0% occupied
by the FBI through July 2014.  Moody's LTV is 89.4%, compared to
91.9% at last review.


WESCO HOLDINGS: High Debt Leverage Cues S&P's B+ Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Wesco Holdings Inc.  The outlook is stable.  At
the same time, S&P withdrew its 'B+' corporate credit rating on
Wesco Aircraft Hardware Corp., a wholly owned subsidiary of Wesco
Holdings.  In addition, S&P affirmed its 'B+' bank loan and '2'
recovery ratings on Wesco Aircraft's $75 million senior secured
revolving credit facility and $450 million first-lien term
facility.  Also affirmed is the 'B-' bank loan and '5' recovery
ratings on the $150 million second-lien term facility.  Wesco
Aircraft is the borrower under the senior secured credit
facilities.
      
"The rating on Valencia, California-based Wesco Holdings reflects
high debt leverage, weak cash flow protection measures, modest
scale of operations [annual sales around $400 million], and risks
associated with cyclical demand for commercial aircraft, the
company's largest end market," said Standard & Poor's credit
analyst Roman Szuper.  "This outweighs the firm's position as a
leading distributor of small aerospace components and good profit
margins."  The rating also incorporates expectations that Wesco
will employ its free cash flow to reduce its high debt level.
     
The Carlyle Group, one of the world's largest private equity
firms, acquired a majority interest in Wesco in late 2006, with
the balance held by current management.  As a result of the
transaction, the company's financial profile is highly leveraged,
with debt to EBITDA at 4.5x-5x expected in the near term.  
Internal cash flow generation will likely be limited by working
capital requirements to support growth of the business.  Thus,
only a gradual, albeit steady, debt reduction is anticipated,
which should improve key credit protection measures to levels
appropriate for the rating.
     
The commercial aircraft manufacturing industry is Wesco's largest
end market, accounting for about two-thirds of sales.  This sector
continued its recovery in 2007, reversing a severe downturn after
the Sept. 11, 2001, attacks and other shocks to the aviation
system.  Increasing jetliner deliveries and strong orders have
improved the company's business.  Long-term growth prospects are
generally favorable, supported by an expected global economic
growth and the need to replace older planes.  Wesco's stability is
enhanced by sales to the military sector and a broad customer
base.
     
Wesco is the leading distributor (15%-20% market share) of high-
volume, low-cost (generally priced below $250 per unit) aerospace
parts, such as fasteners, rivets, nuts, bolts, screws, and clamps.   
These, known as "C class" components, comprise about 90% of the
firm's sales.  The company also provides supply chain management
services, including just-in-time.
     
A generally favorable market environment, efficient operations,
and a commitment to debt reduction should gradually strengthen the
company's financial profile to a level appropriate for the rating.  
An outlook revision to either positive or negative is not likely,
at least in the near term.


* Hunton & Williams Names Brian Buroker Head of IP Practice
-----------------------------------------------------------
Hunton & Williams LLP has named Brian M. Buroker, Esq. as head of
its intellectual property practice.

Mr. Buroker focuses his practice on ecommerce, telecommunications,
business method and software patent litigation, as well as
reexamination, licensing, prosecution and counseling.  A former
patent examiner in the software arts, he has litigated several
closely watched cases for the intellectual property community such
as MercExchange v. eBay et al., in which he serves as counsel for
patent holder MercExchange.

"Brian has a long been the 'go-to' IP lawyer for many of our most
significant clients," said Wally Martinez, Esq., the firm's
managing partner.  "He has earned the respect of not only his
clients but also his colleagues throughout the firm.  We look
forward to the talent and energy that he will bring to his
leadership of the IP group."

"Having worked with Brian on several cases, I know that his
stature as both a litigator and seasoned counsel to his clients is
unparalleled and he will bring that dedication to his new role,"
added Frank E. Emory Jr., head of the firm's litigation department
which includes IP among its many practice areas.

Mr. Buroker holds a J.D. magna cum laude from Georgetown
University and a B.S. cum laude in both electrical and computer
engineering from North Carolina State University.

                    About Hunton & Williams

Hunton & Williams LLP -- http://www.hunton.com/-- provides legal  
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 975 attorneys serving clients in 100 countries
from 19 offices around the world.  While the firm's practice has a
strong industry focus on energy, financial services, and life
sciences, its experience extends to more than 100 separate
practice areas, including bankruptcy and creditors rights,
commercial litigation, corporate transactions and securities law,
intellectual property, international and government relations,
regulatory law, products liability, and privacy and information
management.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         117       (4)
AFC Enterprises         AFCE        (31)         163        7
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (6)         677       49
Apex Silver Mine        SIL        (103)       1,270      394
Bare Escentuals         BARE       (229)         156       66
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,290)       9,845     (763)
Calpine Corp            CPNLQ    (6,887)      18,590   (2,890)
Carrols Restaurant      TAST        (26)         453      (31)
Cell Therapeutic        CTICD      (102)         102       30
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm-A          CHTR     (6,345)      15,177   (1,015)
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (792)       2,014       29
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271       42
Crown Holdings I        CCK        (225)       6,582      310
Crown Media HL          CRWN       (479)         768       48
CV Therapeutics         CVTX        (90)         356      263
Dayton Superior         DSUP       (106)         312       79
Delta Air Li-Old        DALRQ   (13,676)      19,811     (384)
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (27)          53       26
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (397)       1,360     (161)
Echostar Comm           DISH       (219)       9,769    1,008
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (119)         703      (42)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       41
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix  Pharmaceutical    EPIX        (32)         125       75
Extendicare Real        EXE-U       (24)       1,315     (112)
Foamex Intl             FMXI       (396)         565       24
Ford Motor Co           F        (3,773)     290,217   (2,171)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (85)         772      241
HCA Inc                 HCA     (10,157)      23,643    2,328
Healthsouth Corp.       HLS      (1,526)       3,360     (381)
I2 Technologies         ITWO        (15)         185       28
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMAX        (33)         243       84
IMAX Corp               IMX         (33)         243       84
Immunomedics Inc        IMMU        (25)          45       15
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (133)          91       51
Intermune Inc           ITMN        (55)         249      218
Interstate Bakeries     IBCIQ      (293)       1,147     (423)
Investools Inc.         SWIM        (64)         132      (65)
Ista Pharmaceuticals    ISTA        (15)          48       18
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR         (25)         205       23
Lodgenet Entertainment  LNET        (54)         274        8
Maxxam Inc              MXM        (212)       1,010       28
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
Mervelo Maddux P        MMPI        (45)         508      N.A.
Molecular Insight       MIPI        (14)          13        1
National Cinemed        NCMI       (575)         308       (1)
Navisite Inc.           NAVI         (2)         101       (9)
Neurochem Inc            NRM        (11)          83       43
New River Pharma        NRPH       (110)         152      (19)
New World Restaurant    NWRG        (75)         133       (8)
Nexstar Broadcasting    NXST        (73)         725       22
NPS Pharm Inc.          NPSP       (193)         225      145
ON Semiconductor        ONNN       (138)       1,441      309
Paetec Holding          PAET       (288)         237       22
Protection One          PONN        (80)         444       (5)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (79)         131        2
Ram energy Resources    RAME        (28)         162        3
Regal Entertainment     RGC         (20)       2,469     (315)
Riviera Holdings        RIV         (28)         221       13
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (90)         293       44
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Sipex Corp              SIPX         (8)          60       12
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (187)       3,717      (50)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (360)         900     (364)
Switch & Data FA        SDXC        (20)         152       (8)
Syntroleum Corp.        SYNM        (14)          44       29
Town Sports Int.        CLUB        (18)         436      (58)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      979
Westmoreland Coal       WLB        (121)         761      (67)
Worldspace Inc.         WRSP     (1,603)         569      140
WR Grace & Co.          GRA        (467)       3,631      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA        (38)          91       43
YTB International       YTBL         (2)          29      (13)

                             *********

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, John Paul C. Canonigo, 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 ***