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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 8, 2007, Vol. 11, No. 57

                             Headlines

AFC ENTERPRISES: Kenneth Keymer Resigns as Chief Executive Officer
AGAPE CHRISTIAN: Files for Chapter 11 Protection in Texas
AGAPE CHRISTIAN: Case Summary & 18 Largest Unsecured Creditors
AMERICAN CASINO: S&P Puts B+ Ratings on Developing CreditWatch
AMERICAN CELLULAR: Wants to Buy Back $675 Mil. of 10% Senior Notes

AMERICAN CELLULAR: S&P Junks Rating on Proposed $425 Mil. Notes
AMTROL INC: Files Joint Plan of Reorganization in Delaware
APIDOS CDO: S&P Rates $12 Million Class D Notes at BB
ARMSTRONG WORLD: Wants Partial Summary Judgment on Sea-Pac's Claim
BAKER STREET: Fitch Holds B+ Rating on $1 Mil. Class H-USD Notes

BUHRMANN U.S.: S&P Lifts EUR925 Mil. Sr. Facilities' Rating to BB
CALPINE CORP: Court Approves $5 Billion Replacement DIP Financing
CALPINE CORP: Court Approves $242 Million Power Systems Sale
CARESTREAM HEALTH: Declining Revenues Cues Moody's B1 Rating
CATHOLIC CHURCH: San Diego Wants Victim's Names Filed Under Seal

CELANESE US: Moody's Rates New $2 Billion Senior Loan at Ba3
CELLSTAR CORP: Inks Settlement Pact with Fine Day on Note Payment
CHAMPION ENT: Moody's Revises Outlook to Negative from Stable
CHARLES MCCRODEN: Case Summary & Eight Largest Unsecured Creditors
CHASE COMMERCIAL: Fitch Holds Rating on $5.9MM Class L Certs. at B

CINEMARK USA: Commences Tender Offer for 9% Senior Sub. Notes
COLLINS & AIKMAN: Inks Letter of Intent with Cadence Innovation
CONSOLIDATED CONTAINER: S&P Junks Rating on Proposed $250MM Loan
CORRECTIONS CORP.: Earns $105.2 Million in Year Ended December 31
CREDIT SUISSE: Losses Prompts Moody's Ratings' Downgrades

CREDIT SUISSE: S&P Slashes Rating on Class E Certificates to BB+
CRYSTAL US: Moody's Lifts Corporate Family Rating to Ba3 from B1
CVS CORPORATION: Moody's Holds Ba1 Rating on $125 Million Certs.
DAIMLERCHRYSLER: Offers $100,000 Buyouts to Shed 13,000 Jobs
DAIMLERCHRYSLER AG: Zetsche Confirms Proposed SUV Deal with GM

DARLENE HASLOCK: Voluntary Chapter 11 Case Summary
DELTA AIR: Wants Exclusive Solicitation Period Extended to June 1
DELTA AIR: Wants More Time to Decide on 400 Unexpired Leases
DTN INC: S&P Rates Proposed $267 Million Credit Facilities at B+
FEDERAL-MOGUL: Wants Court OK on Anderson Memorial Settlement Pact

FLEETWOOD ENTERPRISES: S&P Pares Corp. Credit Rating to B from B+
FLIR SYSTEMS: To Restate Historical Financial Statements
FLOYD HUSZAGH: Voluntary Chapter 11 Case Summary
FORD MOTOR: In Talks w/ Navistar on Diesel Engine Pricing Dispute
FR X OHMSTEDE: S&P Holds B- Rating on $200 Million Facilities

FRIENDLY ICE CREAM: May Sell Business; Hires Goldman Sachs
FRIENDLY ICE CREAM: Dec. 31 Balance Sheet Upside-Down by $126MM
FRIENDLY ICE CREAM: Planned Sale Cues S&P's Developing CreditWatch
GE COMMERCIAL: Moody's Holds B3 Rating on $3.1 Mil. Class O Certs.
GENERAL MOTORS: Further Delays Filing of Reports Until March 16

GENERAL MOTORS: Wagoner Does Not Expect Auto Industry Tie-Up Soon
GENERAL NUTRITION: Receives Requisite Consents for Senior Notes
GENERAL NUTRITION: Discloses Fourth Quarter Financial Estimates
GEORGIA GULF: Form 10-K Filing Delay Cues S&P's Negative Watch
GIBRALTAR LTD: Notes' Payment Cues S&P to Withdraw Ratings

GOLDEN NUGGET: S&P Holds BB- Rating and Removes Negative Watch
GRANITE BROADCASTING: Files Amended Chapter 11 Plan
GRANITE BROADCASTING: Confirmation Hearing Scheduled on April 16
GREAT ATLANTIC: To Buy Pathmark for $1.3 Billion in Cash
GREEKTOWN HOLDINGS: S&P Holds B Rating on $390MM Secured Facility

HANLEY WOOD: $110 Million Add-on Cues S&P to Affirm B Rating
INTERPUBLIC GROUP: Posts $31.7 Million Net Loss in Full Year 2006
INTERPUBLIC GROUP: Good Performance Cues Moody's Stable Outlook
INTERSTATE BAKERIES: Philip Vachon Appointed to Board of Directors
IPIX CORP: Final Auction of Remaining Assets Scheduled on March 27

JACOB KAMUONKA: Case Summary & 20 Largest Unsecured Creditors
JIM CANDLER: Case Summary & Three Largest Unsecured Creditors
KARA HOMES: Auction Sale on Six Subdivisions Slated for March 22
LANDRY'S RESTAURANTS: S&P Holds BB- Rating & Removes Neg. Outlook
LITTLE PROFESSIONALS: Case Summary & 20 Largest Unsec. Creditors

LONG BEACH: S&P Holds Class B Certificates' Rating at BB+
MAGELLAN HEALTH: Earns $64.31 Million in Year Ended December 31
MESABA AVIATION: Discharges Sonnenschein Nath as Special Counsel
MITCHELL INT'L: S&P Cuts Corporate Credit Rating to B from B+
MMM DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors

MOORE MEDICAL: Court Okays Asset Sale to Norman Regional Hospital
MORGAN STANLEY: Levi's Action Cues S&P's to Lift Rating
NAVISTAR INT'L: In Talks w/ Ford on Diesel Engine Pricing Dispute
NELNET INC: Moody's Lifts $200 Million Subordinated Debt's Rating
NEXEN INC: Earns CDN$77 Million in Quarter Ended December 31

NORTHWEST AIRLINES: Wants Exclusive Periods Extended to June 29
NORTHWEST AIRLINES: Panel Objects to AFA's CBA Rejection Appeal
OFFICEMAX INC: Earns $91.72 Million in Year Ended December 31
OI EUROPEAN: Plans Private Offering of EUR300 Million Senior Notes
ON SEMICONDUCTOR: Moody's Rates Amended & Restated Facility at Ba1

PATHMARK STORES: Inks $1.3 Billion Merger Deal with Great Atlantic
PIEDMONT ENGINEERS: Case Summary & 20 Largest Unsecured Creditors
PRUDENTIAL STRUCTURED: S&P Places Junk Ratings on Negative Watch
PUBLIC STEERS: S&P Lifts Class A & B Certificates' Rating to BB+
R.H. DONNELLEY: Stable Revenue Base Cues Fitch to Lift Ratings

RADIANT ENERGY: Will File Financial Statements on March 9
RAMP: S&P Cuts Rating on Class M-3 Certs. to B & Holds Neg. Watch
READER'S DIGEST: Completes $2.6 Bil. Merger Deal with Ripplewood
RESMAE MORTGAGE: Citadel Wins March 5 Auction with $180 Mil. Bid
ROGERS COMMS: Moody's Lifts Senior Debt's Rating to Baa3 from Ba1

ROGERS WIRELESS: Moody's Lifts Sr. Debt's Rating to Ba1 from Ba2
RURAL/METRO CORP: Moody's Reviews Ratings and May Downgrade
SELECT MEDICAL: Moody's Pares Corp. Family Rating to B2 from B1
SG RESOURCES: S&P Rates $235 Million Credit Senior Facility at BB-
SHARPS S&P: S&P Cuts 2 Series 2004 Notes' Ratings to BB- from BBB-

SIGMA HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
SOLUTIA INC: Appoints James Voss to Become President of Flexsys
SOUTHERN NATURAL: Intends to Redeem Aggregate $400 Million Notes
SR TELECOM: Completes Redemption of 10% Secured Debentures
STONEY LANE: S&P Rates $18 Million Class D Notes at BB

SUNTERRA CORP: To Pay $3 Million to European Taxing Authorities
SWEETSKINZ HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
SYNAGRO TECH: Moody's Junks Rating on Proposed $150 Mil. Term Loan
TK ALUMINUM: Soliciting Consents to Proposed Indenture Amendments
TXU CORP: No Increase in Electric Delivery Rates, Say Investors

TXU CORP: Units Inks $1.5 Billion Credit Agreement With Lenders
UNIVEST MULTI-STRATEGY: Injunction Hearing Scheduled on March 15
US ONCOLOGY: S&P Rates $400 Million Senior Notes at B-
UTSTARCOM INC: Defers 10-K Filing Due to Measurement Dates Errors
VALASSIS COMMS: Completes Acquisition of ADVO Inc. for $1.2 Bil.

W.R. GRACE: Submits Status Report on Asbestos PI Estimation
W.R. GRACE: Wants Estimation Trial Moved to July 30
WAYNE CARTER: Case Summary & 10 Largest Unsecured Creditors
WENONA HARBOR: Bankruptcy Filing Halts Auction of Property
WENONA HARBOR: Case Summary & Two Largest Unsecured Creditors

WORNICK COMPANY: Moody's Junks Senior Secured Notes' Rating
XILINX INC: S&P Rates Proposed $900 Mil. Junior Debentures at BB+

* Altman Group Names Fernando Carneiro as Managing Director

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

AFC ENTERPRISES: Kenneth Keymer Resigns as Chief Executive Officer
------------------------------------------------------------------
Chief Executive Officer and President Kenneth L. Keymer of AFC
Enterprises Inc. will resign effective March 30, 2007.

Mr. Keymer joined Popeyes in June 2004 as President and was
promoted to AFC's Chief Executive Officer in September 2005.  
Since that time, Mr. Keymer has been instrumental in re-
energizing the Popeyes brand.  Some of his many accomplishments
while with AFC and Popeyes include assembling an experienced
management team, accelerating new restaurant opening growth,
strengthening franchisee relations, improving operations
throughout the entire Popeyes system, and driving marketing
initiatives with food-focused advertising.

The AFC Board of Directors has engaged an executive
search firm to work with the company to find a new chief
executive with proven industry leadership.

The company also appointed Frederick B. Beilstein, former Chief
Financial Officer of AFC Enterprises from 2004-2005, as the
interim Chief Executive Officer effective upon Mr. Keymer's
departure.  Mr. Beilstein has been a Managing Partner of
Equicorp Partners, LLC, an Atlanta-based investment and advisory
services firm since 2005.  Mr. Beilstein has remained an active
consultant to AFC and the Popeyes brand since his departure.  
His day-to-day responsibilities will include working with the
existing management team to oversee the execution of the
Company's operations.

AFC also disclosed the promotion of James W. Lyons, the
company's Chief Development Officer, to the newly created
position of Chief Operating Officer.  Mr. Lyons joined the
Popeyes management team in July 2004 and he has played a key
role in improving the Company's development pipeline and
accelerating new restaurant openings.  Mr. Lyons has more than
20 years experience in the restaurant industry.  Prior to
joining Popeyes, Mr. Lyons held senior executive positions with
Burger King Corporation, Domino's Pizza, and Denny's
Corporation.  Mr. Lyons holds a bachelor's of arts from the
State University of New York and a master's of business from
Adelphi University.

"Working on the Popeyes brand with our talented and dedicated
employees and franchisees has been one of the most rewarding
experiences in my life," AFC CEO Kenneth Keymer stated.  "Deciding
to resign was a very difficult decision, but I am at the point
where I wanted to devote more time to personal interests and
family considerations in Colorado.  Today, the Popeyes' Brand is
well positioned, an experienced management team in place and our
franchisees are excited about the prospect for growth.  I
believe Popeyes has unlimited potential to delight all of our
guests, investors and franchisees."

"Ken has done an outstanding job and we thank him for his many
significant contributions to the business over the past few
years," AFC Chairman Frank Belatti stated.  "We all wish him much
success in the future.  Today the Popeyes brand is in an
excellent position and I am confident that the combined efforts
of Fred as our interim CEO, Jim as our new COO, and the rest of
the experienced management team, will continue to drive the
brand forward and deliver the operational performance the
company has previously projected for 2007."

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. (Nasdaq:
AFCE) engages in the development, operation, and franchising of
quick-service restaurants.  Founded in 1972, the company's
restaurants offer food and beverage products.  As of Dec. 25,
2005, the company operated 1,828 Popeyes restaurants in the United
States, Puerto Rico, Guam, and 24 foreign countries.

At Oct. 1, 2006, AFC Enterprises' balance sheet showed a
stockholders' deficit of $39.6 million, compared to a deficit of
$48.7 million at Dec. 25, 2005.


AGAPE CHRISTIAN: Files for Chapter 11 Protection in Texas
---------------------------------------------------------
Agape Christian Fellowship filed for chapter 11 protection Monday
with the U.S. Bankruptcy Court for the Northern District of Texas.

The church was put into turmoil last year after its founder and
former pastor, Terry Hornbuckle, was convicted of raping three
women, including two church members, the Staff-Telegram reports.
Mr. Hornbuckle was sentenced to serve 15 years in prison.

The Staff-Telegram cites Davor Rukavina, Esq., Agape's bankruptcy
counsel, as saying that the church is currently facing seven civil
lawsuits and the bankruptcy filing was done "to reorganize and to
address the suits and creditors in an organized process."

"The church's finances are solid," the Staff-Telegram reports
quoting Mr. Rukavina.

The pending cases include three civil lawsuits filed by
Mr. Hornbuckle's victims, two former employees and two others, the
Staff-Telegram relates.

The Staff-Telegram further relates that in a prepared statement,
Charles Richardson, president of the church's board, said: "We
believe that a reorganization will provide us with an opportunity
to promptly and fairly address these problems from our past,
enable us to move forward to a brighter future that will allow us
to accomplish our vision and protect the interests of our members
who continue to remain faithful to the church.


AGAPE CHRISTIAN: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Agape Christian Fellowship of Arlington
        2350 East Mayfield
        Arlington, TX 76006-1056

Bankruptcy Case No.: 07-40983

Type of Business: The Debtor is a religious organization.
                  See http://agapecf.org/

Chapter 11 Petition Date: March 5, 2007

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Davor Rukavina, Esq.
                  Munsch, Hardt, Kopf & Harr, P.C.
                  500 North Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sam's Club                                                $14,615
P.O. Box 4596
Carol Stream, IL 60197

Wells Fargo                        Credit Card            $14,345
Payment Remittance Center
P.O. Box 54349
Los Angeles, CA 90054

Konica Minolta                     Photocopier Lease      $12,019
Business Solutions
P.O. Box 7247-0322
Philadelphia, PA 19170-0322

Champion Energy Services                                  $11,185

Couch & Russell                    Accounting Services    $10,397

TXU Energy                         Electricity             $8,028

Shell Fleet Plus                                           $7,880

Home Depot Credit Services                                 $6,681

TruGreen LandCare                                          $6,339

Cynthia A. Cox, CPA                Accounting/Tax          $5,909
                                   Services

Citi Card                                                  $4,795

Lisa Fuller                        Pending Lawsuit        Unknown

Olivia Mitchell                    Pending Lawsuit        Unknown

Jason Sterling                     Pending Lawsuit        Unknown

Joycelyn Lloyd                     Pending Lawsuit        Unknown

Rosita Sterling                    Pending Lawsuit        Unknown

Krystal Buchanan                   Pending Lawsuit        Unknown

Gregory G. Jones, Esq.             Legal Services         Unknown


AMERICAN CASINO: S&P Puts B+ Ratings on Developing CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured debt ratings on American Casino &
Entertainment Properties LLC on CreditWatch with developing
implications.

The CreditWatch listing follows the report by ACEP's parent
company, American Real Estate Partners L.P. that it is
evaluating alternatives for refinancing, recapitalizing, or
selling ACEP to maximize shareholder value.  AREP is a publicly
traded entity engaged in acquiring and managing real estate and
other activities and controlled by Carl Icahn.  ACEP had about
$255 million in debt outstanding as of Dec. 31, 2006.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.  An example of a transaction that
might have a positive impact would be an acquisition by a  
higher-rated entity.  An example of a transaction that could have
a negative impact might include a decision to increase debt levels
to pursue an acquisition or a recapitalization, including a
special dividend to the owner, which was contemplated during 2006.

In resolving its CreditWatch listing, Standard & Poor's will
continue to monitor developments associated with AREP's pursuit of
alternatives for ACEP to maximize shareholder value.  As the
company may not provide ongoing guidance relative to its progress,
Standard & Poor's may decide to resolve the CreditWatch listing at
a later date if it appears a transaction is not likely to occur.


AMERICAN CELLULAR: Wants to Buy Back $675 Mil. of 10% Senior Notes
------------------------------------------------------------------
American Cellular Corporation, a wholly owned subsidiary of Dobson
Communications Corporation, has amended the terms and conditions
of its tender offer for its 10% Senior Notes due 2011 (CUSIP No.
025058AG3; ISIN No. 025058AG34) and related consent solicitation.  

The tender offer is subject to the terms and conditions set forth
in the company's Offer to Purchase and Consent Solicitation
Statement dated Feb. 15, 2007, as supplemented by a supplement
dated March 6, 2007.

The company is now offering to purchase $675 million in aggregate
principal amount of the Notes, rather than the full $900 million
previously sought.

The company had planned on conducting a concurrent private
placement of $425 million of new senior notes.  The company has
determined, however, that given recent volatility in the bond
markets, the pricing of the new senior notes is not sufficiently
attractive.

Instead, the company plans on replacing its existing $250 million
senior secured credit facility with a new $1.05 billion senior
secured credit facility, and using borrowings under the new senior
secured credit facility to:

    (i) repurchase the Notes that are validly tendered and not
        validly withdrawn and accepted for payment in the tender
        offer, and

   (ii) repay all outstanding amounts under the existing senior
        secured credit facility.

The company also reserves the right, in its sole discretion, to
purchase more than $675 million aggregate principal amount of the
Notes in the tender offer.

In the event holders tender more Notes than the company is
offering to purchase, the company will accept for purchase Notes
in the aggregate principal amount the company is offering to
purchase on a pro rata basis among the tendering holders, rounding
each tendering holder's pro rata amount of Notes downward to the
nearest $1,000 and subject to the requirement that Notes be issued
in minimum denominations of $1,000.

The amended tender offer and consent solicitation will expire at
12:00 midnight, New York City time, on Monday, March 19, 2007,
unless extended, and is expected to settle shortly thereafter.  
Any holder who has validly tendered and not validly withdrawn
Notes pursuant to the original tender offer and consent
solicitation will be deemed to have validly tendered in the
amended tender offer and consent solicitation without any further
action by the holder.

Holders who tendered Notes pursuant to the original tender offer
and consent solicitation may withdraw their Notes and revoke their
consents up to 5:00 p.m., New York City time, on March 12, 2007.  
For Notes that are withdrawn and subsequently re-tendered by a
holder prior to the Expiration Time, the consideration will be the
Tender Offer Consideration, $1,035.56 for each $1,000 principal
amount of the Notes, plus accrued interest to the settlement date.

The tender offer is subject to the satisfaction of certain
conditions, including entry into the new senior secured credit
facility.

The company has engaged Morgan Stanley & Co. Incorporated as
Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation.  Persons with questions regarding the tender
offer or the consent solicitation should be directed to Morgan
Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384
(attention: Tate Forrester).  Requests for documents should be
directed to Bondholder Communications Group, the Information and
Tender Agent for the tender offer and consent solicitation, at
(212) 809-2663, attention: Denise Conway.  Copies of the documents
are also available on-line at http://www.bondcom.com/acc/

American Cellular Corporation provides wireless communications
services in rural and suburban United States.  American Cellular
Corporation and ACC Holdings, LLC are owned by Dobson
Communications Corporation -- http://www.dobson.net/--  
(Nasdaq:DCEL)


AMERICAN CELLULAR: S&P Junks Rating on Proposed $425 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating, the
same as the corporate credit rating, and '3' recovery rating to
American Cellular Corp.'s proposed $850 million senior secured
credit facilities, indicating expectations for a meaningful (50%-
80%) recovery of principal in the event of a payment default.

At the same time, Standard & Poor's affirmed the 'B-' corporate
credit rating on American Cellular.  The outlook is positive.

A 'CCC' rating was also assigned to the company's proposed
offering of $425 million of senior notes due 2015.

"The new notes are rated two notches below the 'B-' corporate
credit rating because of the significant amount of priority
obligations, consisting primarily of the senior secured credit
facilities," said Standard & Poor's credit analyst Susan Madison.

Proceeds from the notes and a portion of the new credit
facility will be used to refinance American Cellular's existing
$250 million senior secured credit facilities, $900 million of 10%
senior notes due 2011, and $18 million remaining 9.5% senior
subordinated notes due 2009.  Upon closing of the new facility,
the 'B+' bank loan rating and '1' recovery rating on the existing
$250 million senior secured credit facility will be withdrawn.

American Cellular is a wholly owned operating subsidiary of Dobson
Communications Corp., an Oklahoma City, Oklahoma-based wireless
communications provider serving approximately 1.7 million
subscribers in rural and suburban markets in 17 states across the
U.S.

At Dec. 31, 2006, debt for the consolidated company, pro forma for
the new credit facilities and senior notes, totaled about $2.7
billion.

The ratings on American Cellular reflect the ratings of its
parent, Dobson.  The corporate credit rating on Dobson reflects
increasing competition in the wireless sector, particularly from
larger, better-capitalized national competitors, the company's
reliance on roaming revenue, and a highly leveraged financial
profile.  These risks are somewhat tempered by the recent
improvement in operating trends, which suggests that the impact
from the transition of the company's customer base to upgraded
network systems has largely subsided; a favorable roaming
agreement with AT&T Mobility Inc., its largest roaming partner,
which expires in 2009; and a strengthening financial profile.


AMTROL INC: Files Joint Plan of Reorganization in Delaware
----------------------------------------------------------
AMTROL Inc. has reached an important milestone in its effort to
complete a financial restructuring under Chapter 11 of the U.S.
Bankruptcy Code.

On March 1, the company and the Official Committee of Unsecured
Creditors filed a Joint Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court for the
District of Delaware.

The company anticipates that the requisite number and amount of
its Senior Subordinated Notes will vote in favor of the Plan and,
pursuant to the Plan, the Notes will be exchanged for
substantially all of the equity in the reorganized company,
thereby reducing the company's debt by approximately 40% and
greatly improving its long-term financial stability.  The Plan
provides for all pre-filing trade liabilities to be paid in full.

The company's domestic operations are being financed under Chapter
11 with a $115 million debtor-in-possession facility provided by
Barclays Capital, the investment banking division of Barclays Bank
PLC.  The company has received a number of commitments to repay
the DIP facility with long-term, low-cost financing as it
completes the reorganization.  The company anticipates that the
reorganization will result in a reduction in total annual interest
cost of more than 50%.

AMTROL has continued to operate in the normal course of business
and has experienced no disruptions during the Chapter 11
reorganization process.  All of the company's manufacturing and
distribution facilities remain open and are continuing to serve
customers.  The company also continues to honor all commitments to
its customers, including warranties and the payment of sales
rebates, pay all wages and benefits to employees and independent
sales representatives and pay suppliers for goods and services
provided under Chapter 11, all in the normal course.  The
company's foreign operations are not involved in the
reorganization.

The Plan remains subject to approval by the U.S. Bankruptcy Court.  
The company expects to complete the reorganization and emerge from
Chapter 11 in the second quarter of this year.

The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware is presiding over the cases.  AMTROL's
principal legal advisors for the proceedings are Douglas Gray,
Stuart Brown and William Chipman, Jr., of Edwards Angell Palmer &
Dodge LLP.  The company's financial advisor is Miller Buckfire &
Co., LLC.

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

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtor's financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.  The
Debtors' exclusive period to file a chapter 11 reorganization plan
expires on April 17, 2007.


APIDOS CDO: S&P Rates $12 Million Class D Notes at BB
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Apidos CDO V/ Apidos CDO V Corp.'s $367 million
floating-rate notes due 2021.

The preliminary ratings are based on information as of
March 6, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and the preference shares;

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

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.


                  Preliminary Ratings Assigned

                         Apidos CDO V
                      Apidos CDO V Corp.
   
           Class                 Rating           Amount
           -----                 ------           -------
           A-1                   AAA           $130,000,000
           A-1-S                 AAA           $150,000,000
           A-1-J                 AAA            $17,000,000
           A-2                   AA             $19,000,000
           B (PIKable)           A              $21,000,000
           C (PIKable)           BBB            $18,000,000
           D (PIKable)           BB             $12,000,000
           Preference shares     NR             $33,000,000
   
                       PIK -- Payment in kind.
                          NR -- Not rated.


ARMSTRONG WORLD: Wants Partial Summary Judgment on Sea-Pac's Claim
------------------------------------------------------------------
Armstrong World Industries, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for a partial summary judgment on
Sea-Pac Sales Company's Claim No. 4854 relating to AWI's alleged
breaches of the parties' commercial flooring products
distributorship agreement, and residential flooring products and
distributorship agreement and sales/service center agreement to
the extent Sea-Pac asserts a prepetition claim.

AWI also asks the Court to find as a matter of law that:

    * Sea-Pac waived AWI's alleged breach of the Commercial
      Agreement in appointing a second distributor; and

    * Sea-Pac waived, by withdrawing the original Sea-Pac Claim,
      Claim No. 3528, with prejudice, any claim for prepetition
      damages relating to AWI's alleged breach of the Residential
      Agreement.

Pursuant to Rule 56 of the Federal Rules of Civil Procedure, made
applicable through Rules 7056 and 9014 of the Federal Rules of
Bankruptcy Procedure, summary judgment is warranted when "there is
no genuine issue as to any material fact. . .," Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
states.

"It is hornbook law that when one party to a contract has actual
knowledge of the other party's breach and continues to perform
under the contract and accepts the benefits of the contract, such
continuing performance constitutes a waiver of the breach," Mr.
Madron says.

Similarly, the fact that a party is on notice of a breach of
contract and renews or extends that contract also waives the prior
breach and resulting claims, Mr. Madron adds.

It is undisputed that AWI gave Sea-Pac notice of its appointment
of a second distributor in the Pacific Northwest sales territory,
and that Sea-Pac had actual knowledge of the appointment, Mr.
Madron tells the Court.  After learning of the alleged breach in
February 2003, Sea-Pac:

    -- failed to invoke the dispute resolution procedures of the
       Commercial Agreement;

    -- withdrew with prejudice the Aug. 30, 2001 Claim No. 3528 on
       May 28, 2003;

    -- failed to file any administrative expense claim before the
       Nov. 24, 2003 bar date;

    -- failed to file any motion to compel AWI to assume or reject
       the Commercial Agreement;

    -- failed to terminate the Commercial Agreement for breach;

    -- failed to seek relief form the stay to cancel the
       Commercial Agreement without cause;

    -- negotiated an extension from the expiration of the contract
       on February 15, 2004, until March 31;

    -- continued the commercial relationship from March 31, 2004,
       until August 27;

    -- entered into a new interim contract from Aug. 27, 2005,
       until Dec. 31; and

    -- continued the commercial relationship after Dec. 31, 2004.

Mr. Madron points out that Sea-Pac's voluntary withdrawal of the
Original Sea-Pac Claim with prejudice precludes Sea-Pac from now
asserting the portion of the second Sea-Pac Claim, Claim No. 4854,
alleging prepetition obligations of AWI under the Residential
Agreement.

As a result, Mr. Madron asserts, Sea-Pac waived any alleged
prepetition
breach by AWI of the Residential Agreement and any related claim,
including the $400,000 prepetition claim Sea-Pac asserts in the
Second
Sea-Pac Claim.

                         About Armstrong

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- designs and manufactures floors,   
ceilings and cabinets.  AWI operates 42 plants in 12 countries and
employs approximately 14,200 people worldwide.

The company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. D. Del. Case No. 00-04469).
StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C.Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represented the Debtors in their restructuring efforts.  The
company and its affiliates tapped the Feinberg Group for analysis,
evaluation, and treatment of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

(Armstrong Bankruptcy News, Issue No. 108; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


BAKER STREET: Fitch Holds B+ Rating on $1 Mil. Class H-USD Notes
----------------------------------------------------------------
Fitch affirms 20 classes of notes issued by Baker Street Finance
Limited and Baker Street USD Finance Limited,.  These affirmations
are the result of Fitch's review process and are effective
immediately:

   -- EUR137,500,000 class A-1a notes at 'AAA';
   -- EUR110,000,000 class A-1b notes at 'AAA';
   -- EUR92,400,000 class A-1c notes at 'AAA';
   -- EUR90,200,000 class A2 notes at 'AAA';
   -- EUR89,100,000 class B notes at 'AA+';
   -- EUR68,750,000 class C notes at 'AA';
   -- EUR55,000,000 class D notes at 'AA-';
   -- EUR39,600,000 class E notes at 'A';
   -- EUR24,200,000 class F notes at 'A-';
   -- EUR22,000,000 class G notes at 'BBB';
   -- EUR19,250,000 class H notes at 'BB+.
   -- $8,400,000 class A1-USD notes at 'AAA';
   -- $8,200,000 class A2-USD notes at 'AAA';
   -- $8,100,000 class B-USD notes at 'AA+';
   -- $6,250,000 class C-USD notes at 'AA';
   -- $5,000,000 class D-USD notes at 'AA-';
   -- $3,600,000 class E-USD notes at 'A';
   -- $2,200,000 class F-USD notes at 'A-';
   -- $2,000,000 class G-USD notes at 'BBB'; and
   -- $1,750,000 class H-USD notes at 'BB+'.
   
Baker Street is a fully managed synthetic CDO that references a
EUR2.75 billion and $250 million diversified portfolio.  

The portfolio consists of primarily investment grade corporate
bonds referenced via direct investments, and through 10 inner
tranche credit default swaps as well as various investment grade
ABS.  The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.

The legal maturity date of the CDS is October 2040, but this trade
is scheduled to amortize on or after April 2016.  The ratings of
the notes address the likelihood that investors will receive full
and timely payments of interest and ultimate receipt of principal
by the scheduled maturity date.

The affirmations are the result of the stable performance of the
referenced entities, the credit enhancement provided by
subordination for each tranche, the strength of the
counterparties, and the transaction's sound financial and legal
structure.


BUHRMANN U.S.: S&P Lifts EUR925 Mil. Sr. Facilities' Rating to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the EUR925 million senior secured bank loan facilities issued by
The Netherlands-based office products distributor Buhrmann U.S.
Inc. to '1' from '3'.  The revised recovery rating indicates
Standard & Poor's high expectation of full recovery of principal
in the event of a payment default.

At the same time, the issue rating on the facilities was raised to
'BB' from 'BB-', one notch above the corporate credit rating on
Buhrmann U.S.' parent company, Buhrmann N.V.

"Standard & Poor's considers that the strong and sustained
improvement of trading and earnings at Buhrmann translates into
materially enhanced recovery prospects for the senior secured
lenders," said Standard & Poor's recovery analyst Marc Lewis.

Lenders benefit from a reasonably strong security package,
incorporating asset security, subsidiary share pledges, and
guarantees.

The ratings on Buhrmann reflect its highly leveraged financial
risk profile.  Although the group has sustained improvements to
its operating performance, its leverage remains high for the
rating level.  The ratings also reflect Buhrmann's sensitivity to
the business cycle, particularly white-collar employment, and the
highly competitive nature of the global office products market.
The ratings are supported by the group's leading market positions
in North America, Australia, and Europe, together with
Standard & Poor's expectation that Buhrmann will continue to
broadly sustain its operating performance despite the economic
slowdown in the U.S.
  
Recovery analysis:

At the end of 2006, Buhrmann's senior facilities comprised:

     -- EUR255 million revolving credit facility maturing in 2008;

     -- An EUR80 million amortizing term loan A repayable by 2009;
        and

     -- A EUR592 million term loan D repayable by 2010.
  
Other facilities include an accounts receivable securitization of
about 200 million, other local debt facilities and finance leases
of about EUR40 million, and EUR350 million of unsecured high-yield
notes.

Senior secured lenders benefit from cross-guarantees and a
security package on at least two-thirds of the group's assets.
Assets pledged are primarily in the U.S. and The Netherlands, both
of which have reasonably favorable insolvency regimes for secured
creditors.  Share pledge security and guarantees are provided by
up to 80% of the group by EBITDA and assets, but share pledges of
the various European operations are restricted to 65%.  The
various gaps in the security package could result in leakage of
about 15% of the stressed enterprise value away from secured
creditors in an enforcement scenario.

The loan documentation allows the group additional flexibility to
raise further amounts under the senior secured facilities, subject
to meeting certain leverage and performance criteria.  The
facilities include interest coverage, fixed-charge, and leverage
covenants, with levels set to give adequate headroom and a 50%
cash sweep as long as leverage exceeds EBITDA by 2.5x.

To determine recoveries, Standard & Poor's forecasts a
hypothetical default scenario.  In the case of Buhrmann, this
scenario assumes cyclical pressure on revenues, increasing costs,
and sensitivity to increased interest rates, leading to a default
in 2010.

Standard & Poor's has assumed that, although the group
successfully refinances working capital facilities due in 2008,
the default is partially caused by difficulty refinancing the main
term debt maturities in advance of 2010.  

Standard & Poor's  valuation of the group in default is estimated
to be about EUR1.25 billion.  Priority debt of up to
EUR350 million in the form of finance leases and drawings under
the receivables securitization is then deducted from the
enterprise value.  Assuming scheduled repayments have been met and
the revolver is fully drawn, approximately EUR810 million of the
senior secured debt will be outstanding at default, leading to
Standard & Poor's expectation of full recovery for secured
lenders.

The subordinated notes all rank pari passu and benefit from a
package of guarantees similar to those available to the secured
debtholders.  The guarantees, and therefore the bonds, are
contractually subordinated to the senior credit facilities and are
rated 'B', which is two notches below the corporate credit rating.
The notching reflects the level of priority liabilities to total
consolidated assets being more than 30%.
  

CALPINE CORP: Court Approves $5 Billion Replacement DIP Financing
-----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Calpine Corporation
and its debtor-affiliates to take all actions necessary to enter
into the $5,000,000,000 Replacement Financing.

Judge Lifland grants, in part, the Debtors' request to repay
prepetition debt.  The CalGen Secured Lenders' claims for damages
will be limited to the amount calculated in accordance with the
percentage allocations that the Court found reasonable.

Judge Lifland notes that the principle issue before the Court is
whether a trust indenture drafting omission relieves the debtors
of the obligation to pay "prepayment premiums" or similar "make-
whole" damages upon repayment in full of principal and accrued
interest shot of the original maturity dates.

Generally, no-call provisions that purport to prohibit optional
repayment of debt are unenforceable in Chapter 11 cases, Judge
Lifland relates.  The "essence of bankruptcy reorganization is to
restructure debt . . . and adjust debtor-creditor relationships,"
the Court cites In re Ridgewood Apts of DeKalb County, Ltd., 174
B.R. 712, 720 (Bankr. S.D. Ohio 1994).

Denying a debtor the ability to reorganize because a creditor has
contractually forbidden it violates the purpose behind the
Bankruptcy Code, the Court says.

With respect to the purported prepayment premiums, Judge
Lifland notes that none of the agreements governing the CalGen
Secured Debt require a prepayment premium for repayment before
April 1, 2007.  Thus, pursuant to the terms of the Agreements,
so long as the refinancing is completed before April 1, 2007,
no prepayment premium is due, the Court holds.

Apparently the CalGen Secured indentures were somewhat
"antiquated," Judge Lifland contends, because they fail to
contain some up-to-date commonly found bondholder protective
provisions.  Modern indentures generally provide for prepayment
provisions or penalties even during a no-call period or if the
facility is accelerated.

Each of the CalGen Secured Debt agreements also provides that a
bankruptcy filing by Debtor Calpine Generating Company, LLC, is
an event of default resulting in an automatic acceleration of
debt.  Thus, the CalGen Secured Debt has been accelerated by
virtue of the Debtors' bankruptcy filing and thus is "due and
payable immediately," the Court finds.

Judge Lifland also notes that none of the six tranches of CalGen
Secured Debt includes any form of liquidated damage provision for
payment before April 1, 2007.  Absent a provision authorizing the
payment of fees, costs or charges, the secured party is
prohibited from incorporating amounts into its allowed secured
claim, the Court opines.

                            Defeasance

The third lien debt indentures contain a defeasance provision.  
Judge Lifland contends that the defeasance provision is
inoperable under the present circumstances for these reasons:

   (a) Defeasance is a feature designed to protect the borrower,
       not the lender, allowing a borrower to take advantage of
       rising interest rates and avoid prepayment premiums or
       make its balance sheet more attractive.

   (b) The Indenture itself prohibits the Debtors from utilizing
       defeasance providing that the debt cannot be defeased if
       an "Event of Default shall have occurred and be
       continuing."

   (c) The Indenture also provides that defeasance must not
       result in a default under any material agreement or
       instrument to which the Company or any of its subsidiaries
       is a party.

   (d) The requirement for a legal opinion regarding the lack of
       adverse tax consequences under the Indenture cannot be
       met.

Thus, defeasance, which would require depositing $270,000,000,000
in treasury bonds, is not an option for repayment of the third
lien debt, Judge Lifland opines.

                              Damages

The Court concedes that the CalGen Secured Lenders' expectation
of an uninterrupted payment stream has been dashed, giving rise
to damages, albeit not measurable as the Lenders would wish.  
While the CalGen Agreements do not provide a premium or
liquidated damages for repayment during the pre-April 1, 2007,
period, the CalGen Secured Lenders still have an unsecured claim
for damages for the Debtors' breach of the agreements.

Judge Lifland finds that the 2.5% prepayment premium of the First
Lien Notes and the 3.5% prepayment premium of the Second Lien
Notes are reasonable proxies for measures of damages to be
awarded to the CalGen Lenders.  While the Third Lien Notes do not
provide for a premium, based on the calculations submitted by all
of the experts, Judge Lifland finds that a 3.5% premium is a
reasonable proxy of damages to be awarded in respect of the Third
Lien Note agreements.

                         Default Interest

The CalGen Lenders has asserted that because the CalGen estate is
solvent, allowing the Debtors to pay only the contract rate of
interest -- and not the default rate of interest -- will only
benefit the CalGen equity holders and not the creditors.  The
Debtors argued that the issue does not turn on solvency, and that
it is, "nearly impossible to determine with finality the solvency
of the CalGen Debtors within the short window of time available
to consummate the Proposed Refinancing."

The record reveals a complex interrelationship that precludes at
this time a finding one way or another as to stand alone solvency
for CalGen, the Court contends.

"Whether the CalGen estate is solvent or whether the Debtors will
move to substantively consolidate the Debtors' cases is not ripe
for decision, but it does suggest to the Court that a decision
today on the default rate of interest may be premature," Judge
Lifland says.

                    About Calpine Corporation

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

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  The Debtors' exclusive period to file chapter 11
plan of reorganization expires on June 20, 2007.  (Calpine
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Court Approves $242 Million Power Systems Sale
------------------------------------------------------------
Calpine Corporation has received approval from the U.S. Bankruptcy
Court, Southern District of New York for the sale of substantially
all of the assets of Power Systems Mfg., LLC, a subsidiary of
Calpine, to Alstom Power, Inc. for a cash purchase price of
$242 million.

The asset sale will advance Calpine's restructuring program to
further focus the company's resources on those core business
activities involving the production and sale of power in key
markets in which Calpine can best compete.  The company expects to
close the transaction, pending certain regulatory approvals, in
the next 30 days.

"The sale of PSM represents another successful step toward
emerging from Chapter 11 as a stronger, more competitive power
company," Calpine Chief Executive Officer Robert P. May stated.  
"We continue to identify and execute on opportunities that
generate near-term results and enhance the long-term value of
Calpine for all of our stakeholders.  The sale of PSM represents a
new beginning for PSM to grow and strengthen its business.  For
Calpine, the sale will eliminate the capital commitment associated
with the research, development and manufacturing of turbine
components, while maintaining our ability to enhance our
operations with the purchase of innovative PSM turbine products
and services."

Calpine is PSM's largest customer, and both Calpine and PSM desire
to continue their business relationship after the sale.  Calpine
will purchase, on a preferential basis from PSM, turbine parts to
be used in certain of Calpine's combustion gas turbines throughout
the company's fleet of clean, reliable and fuel-efficient natural
gas-fired power generation facilities.

Formed in 1998 and located in Jupiter, Florida, PSM designs,
manufactures and sells highly engineered turbine and combustion
aftermarket components for industrial, heavy-duty gas turbines.  
Under the leadership of Tom Churbuck and due to the strength of
its highly skilled and experienced team of professionals, PSM has
quickly grown to become recognized as a quality source of
alternative technology for the industrial gas turbine market.  
With its dedicated staff of over 100 employees, whom are expected
to be retained by Alstom, PSM also provides turbine services,
which include system modernizations and conversions, maintenance
and fuel system repairs, to independent power producers,
industrial self-generators and electric utilities.

In January, the company initially obtained a $200 million bid from
Marubeni Corporation and in February, Calpine received approval
from the Bankruptcy Court of the bidding procedures to sell
substantially all of the assets of PSM.  In accordance with
bidding procedures approved by the Bankruptcy Court, Calpine held
an auction on March 5, 2007 to allow other potential buyers to bid
on the assets of PSM.  At the conclusion of this auction, Alstom
Power, Inc. was selected as the winning bidder.  Proceeds from the
sale will be used to reduce debt and enhance liquidity.

                      About Calpine Corporation

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

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

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


CARESTREAM HEALTH: Declining Revenues Cues Moody's B1 Rating
------------------------------------------------------------
Moody's Investors Service assigned a rating for Carestream Health,
Inc.'s Corporate Family Rating of B1 with a stable outlook.  The
B1 rating, although supported by the company's large revenue base
and diversified global operations, faces pressure from shrinking
margins and declining revenues due to the industry's continuing
transition to digital imaging solutions.

Although experiencing double digit revenue growth and increasing
profitability in its digital imaging equipment and information
systems businesses, the Company has experienced revenue declines
on a year over year basis for the past few years due to the
magnitude and pace of deterioration in the medical film industry.

Despite the company's opportunities to reduce overall operating
costs and minimize working capital usage, Moody's forecasts that
revenues and margins will continue to contract over the next two
years.  However, these concerns are somewhat offset by the
company's large current revenue base and established global
geographic diversification.  As well, the company benefits from
strong branding and name recognition.

Moody's assigned these ratings with a stable ratings outlook:

   * Corporate Family Rating, B1
   * $1,500 First Lien Term Loan B, Ba2, LGD2, 18%
   * $150 First Lien Revolver, Ba2, LGD2, 18%
   * $440 Second Lien Term Loan, B3, LGD4, 59%
   * Probability of Default Rating, B2
   * Family LGD assessment LGD3, 35%

Carestream Health, Inc., headquartered in Rochester, New York, is
a leading global healthcare imaging company.  Formerly operating
as the Kodak Health Group, under the auspices of Eastman Kodak,
the company reported total net revenues of $1.8 billion for the
nine months ended Sept. 30, 2006.


CATHOLIC CHURCH: San Diego Wants Victim's Names Filed Under Seal
----------------------------------------------------------------
The Roman Catholic Bishop of San Diego seeks permission from the
U.S. Bankruptcy Court for the Southern District of California to
file under seal portions of documents that disclose the names of
victims of sexual abuse, including:

    -- portions of Schedule F to its Schedules of Assets and
       Liabilities;

    -- the creditor mailing list; and

    -- any other pleadings, reports, and documents filed from time
       to time.

The Diocese intends to provide copies of the sealed portions to
the Office of the United States Trustee.

Gerald P. Kennedy, Esq., at Procopio, Cory, Hargreaves & Savitch
LLP, in San Diego, California, San Diego's proposed bankruptcy
counsel, relates that prior to the Petition Date, San Diego
engaged in extensive settlement negotiations with 143 alleged
victims involved in the coordinated proceeding for the abuse
cases against the Dioceses of San Diego and San Bernardino.
However, the Diocese of San Diego was not able to achieve a
settlement consistent with the apparent expectations and demands
of the claimants without compromising its stewardship and
ministry obligations to the Catholic community.

Mr. Kennedy tells the Court that many Claimants have filed suit,
or advised the Diocese of potential claims, under pseudonyms or
have disclosed their names expecting that their identities would
be held in confidence.  He contends that the Diocese has the duty
to keep the identities of abuse victims private.  Furthermore,
the Claimants should not be forced to make their identities
public in order to participate in the Reorganization Case, Mr.
Kennedy adds.

San Diego has no objection if individuals who contend that they
are victims of sexual abuse decide to make their identities
public; the Diocese, however, believes that that decision should
be left to each individual and should not be forced on the
victims.

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.  The Diocese's exclusive period to file a chapter
11 plan of reorganization expires on June 27, 2007.  (Catholic
Church Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CELANESE US: Moody's Rates New $2 Billion Senior Loan at Ba3
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Crystal US Holdings 3 LLC, a subsidiary of Celanese Corporation,
to Ba3 from B1, and assigned Ba3 ratings to Celanese US Holdings'
new guaranteed senior secured credit facilities.  

The new debt is being issued to refinance Celanese's existing
senior secured term loans, senior subordinated notes, and senior
discount notes.  Moody's ratings on the existing credit facilities
and retired notes will be withdrawn at the conclusion of the
refinancing.  

The outlook for Celanese's long term ratings remains positive.

These are the rating actions:

Rating upgrades:

   * Crystal US Holdings 3 LLC

      -- Corporate family rating, Ba3 from B1

      -- Probability of default rating, Ba3 from B1

      -- $339 million 10.5% Senior Discount Notes due 2014, B3 to
         B2, LGD6, 95% *

      -- $81 million 10% Senior Discount Notes due 2014, B3 to
         B2, LGD6, 95% *

   * Celanese US Holdings LLC

      -- Credit-linked Letter of Credit Facility, Ba3 to Ba2,
         LGD3, 40% *

      -- Guaranteed Senior Sec. Revolving Credit Facility due
         April 2009, Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Revolving Credit Facility due     
         April 2009, Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Term Loan Facility due April 2011,
         Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Term Loan Facility due April 2011,
         Ba3 to Ba2, LGD3, 40% *

      -- 9.625% Guaranteed Senior Sub. Global Notes due June 2014,
         B3 to B2, LGD5, 88% *

      -- 10.375% Guaranteed Senior Sub. Global Notes due June
         2014, B3 to B2, LGD5, 88% *

* These ratings will be withdrawn at the conclusion of the
  Refinancing.

   * CNA Holdings, Inc

      -- 7.125% Senior Unsec. MTN due March 2009, B3 to B2, LGD6,
         93%

      -- Various Pollution Control & Industrial Revenue Bonds due
         at Various Dates through 2030, B3 to B2, LGD6, 93%

Rating assigned:

   * Celanese US Holdings LLC

      -- $600 million Guaranteed Senior Sec. Revolving Credit
         Facility due 2013, Ba3, LGD3, 43%

      -- $2,280 million Guaranteed Senior Secured Term Loan B due
         2014, Ba3, LGD3, 43%

      -- $400 million (EUR) Guaranteed Senior Secured Term Loan B
         due 2014, Ba3, LGD3, 43%

      -- $228 million Guaranteed Senior Secured Credit Linked
         Letter of Credit Facility due 2014, Ba3, LGD3, 43%

Affirmed:

   * Crystal US Holdings 3 LLC

      -- Speculative grade liquidity rating at SGL-1

The upgrade of Celanese's CFR reflects the strong pricing and
demand in its Chemical Products businesses, material reduction in
interest expense due to the refinancing, improving credit metrics,
and resolution of the minority shareholder issue at Celanese AG.
Celanese is currently capitalizing on the very strong operating
environment in acetyls, acetate and Ticona being driven by
increased demand and relatively high industrial utilization rates.
Moody's also believes that with the comprehensive refinancing, the
company will have enhanced ability to de-lever in a timely
fashion.

The ratings take into account Celanese's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities. The ratings are tempered by its leverage
at this point in the commodity cycle, significant exposure to
volatile petrochemical feedstocks, on-going acquisition activity
that has prevented material reduction of debt, and significant
debt-like obligations of $1.2 billion.

As of Dec. 31, 2006, Celanese's leverage remains elevated with
roughly $3.5 billion of balance sheet debt.  However debt to
EBITDA has declined significantly over the past two years and is
currently at 3.0 times; retained cash flow to total debt is 24%
and free cash flow to total debt is almost 13%.

When utilizing Moody's Standard Adjustments, which also include
the capitalization of pension obligations ($541 million) and
operating leases ($654 million), debt rises to almost
$4.7 billion, debt to EBITDA is 3.5x, retained cash flow to total
debt is 20% and free cash flow to total debt is 9.2%.  Post
refinancing proforma credit metrics show further improvement due
to reduced interest expense and reduction in debt by roughly
$200 million.

The positive outlook reflects Moody's expectation that the acetyls
business will remain strong for much of 2007 and into 2008,
providing good liquidity and the opportunity to reduce debt
further using free cash flow and cash.  This will substantially
improve the company's credit profile and raise its metrics to be
much closer to investment grade over the cycle.

In addition, Celanese continues to pursue cost reduction
opportunities, synergies from acquired businesses, and will
continue to benefit from an advantaged long-term methanol supply
agreement.  To the extent that over the next 12-15 months the
company continues to generates EBITDA over $1.3 billion and free
cash flow at least in the $200-250 million range, maintains
margins despite a possible decrease in acetyl pricing due to the
expected decline in methanol prices, and keeps debt at or below
the post refinancing levels, Moody's could raise the company's
ratings by one more notch.

The notching of the senior secured credit facilities at the same
level as the CFR reflects the predominance of secured bank debt in
the new capital structure, less subordinated debt cushion beneath
it, and insufficient collateral coverage.  The recent sale of
certain US assets in the oxo products and derivatives business
further reduced the available collateral.  The unsecured debt
instruments are junior to a large amount of secured debt having a
93% loss given default rate, and thus are rated two notches below
the CFR.

The affirmation of Celanese's speculative grade liquidity rating
at SGL-1 reflects the company's sizable cash balance
($250-300 million post transaction proforma cash balance) as well
as the expected level of free cash flow that will be generated in
2007 (over $200 million), and access to the vast majority of its
$600 million credit facility.

Moody's does not foresee any significant usage of the new revolver
over the next twelve months due to good free cash flow generation
and a cash balance that will likely remain sufficient.  Celanese's
financial covenant obliges the company to maintain maximum total
senior secured leverage of 3.9x.  Moody's notes that this
financial covenant is only effective once there is an outstanding
balance under the revolving credit facility; Moody's would expect
Celanese to be well in compliance with this covenant.

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer), acetate tow and engineered thermoplastics.  Celanese
reported sales of $6.7 billion for the fiscal year ending
Dec. 31, 2006.  Crystal US Holdings 3 LLC is a subsidiary of
Celanese.  BCP Crystal US Holdings LLC and Celanese Americas
Corporation are subsidiaries of CUSH and co-borrowers under the
credit facilities.  CNA Holdings Inc. is a subsidiary of CAC and
the holding company for Celanese's North American operating
companies.


CELLSTAR CORP: Inks Settlement Pact with Fine Day on Note Payment
-----------------------------------------------------------------
CellStar Corporation signed an agreement, effective Feb. 27, 2007,
with Fine Day Holdings Limited and Mr. Horng An-Hsien, Fine Day's
Chairman and sole shareholder, accepting a settlement of an
outstanding note receivable related to the company's September
2005 sale of its Hong Kong and People's Republic of China
operations.

                     September 2005 Sale

On Sept. 2, 2005, the company had sold its operations in the PRC
and Hong Kong to Fine Day, a company formed by Mr. Horng, who was
the Chairman and Chief Executive Officer of CellStar (Asia)
Corporation Limited and effectively the head of the company's
Asia-Pacific Region for a total consideration of $12 million.  In
conjunction with the closing of the sale, Mr. Horng resigned from
his position effective Sept. 2, 2005.  The company received
$6 million in cash at closing and a $6 million unsecured
subordinated promissory note maturing Sept. 1, 2008.

Since Sept. 2, 2005, Fine Day has made timely interest payments to
the company on the promissory note.  However, Fine Day recently
informed the company it would not be able to pay quarterly
interest payments or the principal amount of the note at maturity.  

                           Settlement

In settlement of the outstanding note, the company has agreed to
accept a $650,000 cash payment, along with the transfer to the
company of all of Mr. Horng's shares of CellStar common stock,
approximately 474,000 shares.  The shares of stock valued at $2.59
per share, based on the closing price on March 2, 2007, and the
cash payment total approximately $1.9 million.  The book value of
the note as of Nov. 30, 2006, was $2.4 million.  The closing of
the transaction is expected to occur on April 13, 2007.  In
addition, Mr. Horng will grant the company an irrevocable proxy
that will allow the company to vote the Shares at the upcoming
Special Meeting of Stockholders to be held March 28, 2007.

"In February we filed a Proxy Statement with the Securities and
Exchanges Commission regarding two transactions that would result
in the sale of substantially all of the company," Mike Farrell,
Executive Vice President of Finance and CAO, said.  "In the Proxy
Statement, we estimated net proceeds to stockholders from the
transactions to be in the $2.91 to $3.25 range per share.  We do
not expect the settlement of the outstanding note receivable
related to the sale of the Hong Kong and PRC operations to
materially affect this range."

As stated in the company's Proxy Statement, the amount and timing
of distributions to stockholders is subject to uncertainties and
depends on the resolution of contingencies, and, as a result, no
assurance can be given that any amounts will be paid to
stockholders, or will be paid when anticipated.

Headquartered at Coppell, Texas, CellStar Corp. (OTC Pink Sheets:
CLST) -- http://www.cellstar.com/-- provides logistics and  
distribution services to the wireless communications industry.  
CellStar Corp. has operations in North America and Latin America,
including Mexico, and distributes handsets, related accessories
and other wireless products from manufacturers to a network of
wireless service providers, agents, MVNOs, insurance/warranty
providers and big box retailers.  CellStar Corp. specializes in
logistics solutions, repair and refurbishment services, and in
some of its markets, provides activation services.

                        *    *    *

CellStar Corp.'s 5% Convertible Subordinated Notes due 2002
carry Moody's Investors Service's Ca2 rating.


CHAMPION ENT: Moody's Revises Outlook to Negative from Stable
-------------------------------------------------------------
Moody's Investors Service changed Champion Enterprises' ratings
outlook to negative from stable reflecting continued industry
deterioration and uncertainties concerning the timing of any
improvement.  The company's speculative grade liquidity rating was
downgraded to SGL-4 from SGL-3 while Moody's affirmed all of
Champion's other ratings.  

The downgrade of the SGL rating primarily reflects the concerns
surrounding the company's covenant compliance and lower cash flow
generation.

Moody's has downgraded this rating at Champion Enterprises, Inc.:

   -- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
      SGL-3.

Moody's has affirmed these ratings at Champion Enterprises, Inc.:

   -- $89 million 7.625% senior notes, due 2009, rated B1, LGD4,
      56%;

   -- Corporate Family Rating, rated B1;

   -- Probability of default, rated B1;

   -- $400 million multiple seniority shelf registration, rated
      B3/B3/B3.

Moody's has affirmed these ratings at Champion Home Builders Co.:

   -- $200 million senior secured term loan facility, due 2012,
      rated B1, LGD4, 56%;

   -- $40 million senior secured revolving credit facility, due
      2010, rated B1, LGD4, 56%;

   -- $60 million senior secured synthetic letter-of-credit back-
      up facility, due 2012, rated B1, LGD4, 56%.

The ratings outlook has been changed to negative.

The change in the company's ratings outlook to negative from
stable reflects the continued deterioration in the general
homebuilding industry including modular homes, and weakness in the
HUD-code segment.  In 2006, industry shipments of HUD-code homes
declined to approximately 117,300 homes -- the lowest volume since
1961. HUD-code homes delivered as a percentage of single family
homes sold declined to 11% - well below the 27 year average of
35%.

Champion derives approximately 60% of its revenues from the
HUD-code building segment.  Moody's does not expect the market
dynamics to improve significantly in 2007 as the current industry
trends suggest that the shipments of HUD-code homes remain at last
year's levels.

Relative to traditional "stick built" homes, modular homes are
less expensive to build and go up quicker, as a result small
builders may increasingly consider modular homes as these require
less working capital and allow for more homes to be built with the
same amount of capital.

While traditional homebuilders' cash flow generation is expected
to improve as the slowdown unfolds due to reduction in inventory
levels, the amount of cash flow that Champion can generate from
decreasing inventories is minimal as the company's inventories
days on hand is substantially lower when compared to the
traditional homebuilders.  However, an increased focus on
manufacturing processes and lower unfinished goods inventory could
benefit cash flow.  For FYE 2007, Moody's projects the company's
free cash flow generation to be positive.

The affirmation of the company's corporate family, credit
facilities, and senior notes ratings reflects the fact that the
company's credit metrics still fall within the B1 category.
Moody's expects the company's adjusted debt to EBITDA to be around
4.6x for FYE 2007.

Moody's downgraded the company's SGL rating to SGL-4 from SGL-3
indicating that the company's liquidity position for the next 12
months is expected to be weak.  The SGL rating takes into
consideration internal and external liquidity, covenant
compliance, and the availability of alternate liquidity sources.

Moody's projects Champion's cash flow from operations to be
sufficient to cover the majority of its working capital needs.  
The company's cash position is expected to be ample and range
between $55 million and $90 million.  The company has access to a
$40 million revolving credit facility and a $60 million L/C
facility.  Moody's expects the company to have no borrowings under
its revolving credit facility but utilize almost all of its $60
million L/C facility.  The company has publicly stated that it
could violate the leverage covenant under its bank credit facility
and therefore will seek amendments from its bank group.  Moody's
notes that the company does not have any unencumbered assets that
could be sold to raise cash in a short period of time.

The ratings or outlook may improve if the company's annual free
cash flow to debt increases above 13% on a prospective basis and
there is ample headroom under the credit facility covenants.  The
SGL-4 may improve if the company successfully renegotiates it bank
covenants, has access to its revolver, and its business stabilizes
further.  The ratings may decline if the outlook for free cash
flow to debt were expected to decline to below 8% on an annual
basis or if the company will need to seek additional amendments
beyond the ones that the company is currently seeking.  

A meaningful debt financed acquisition could also result in
adverse ratings action.  An increase in inventory levels, trends
suggesting higher industry wide foreclosures, or a tightening of
credit to the company's customer base could pressure the rating
and/or outlook.

Headquartered in Auburn Hills, Michigan, Champion Enterprises,
Inc. is the manufactured housing industry's second largest
producer, with 2006 revenues of $1.4 billion.


CHARLES MCCRODEN: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Charles Eugene McCroden
        Sandra Lee McCroden
        111 West 24th Street
        Ogallala, NE 69153

Bankruptcy Case No.: 07-40403

Chapter 7 Petition Date: March 2, 2007

Date Converted to Chapter 11: March 2, 2007

Court: Nebraska U.S. Bankruptcy Court (Lincoln Office)

Judge: Timothy J. Mahoney

Debtors' Counsel: Kathryn J. Derr, Esq.
                  Derr & Howell, PCLLO
                  11205 Wright Circle, Suite 210
                  Omaha, NE 68144
                  Tel: (402) 933-0070
                  Fax: (402) 933-0707

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Western Bank            Guaranty of             $5,061,146
696 Main Street               Hickocks, Inc.
Deadwood, SD 57732            Debt

Adams Bank & Trust                                    $1,407,043
315 North Spruce Street
Ogallala, NE 69153

First Western Bank Equity                             $1,240,858
696 Main Street
Deadwood, SD 57732

Great Western Bank                                      $370,000
14545 West Center Road
Omaha, NE 68144

Great Western Bank            Judgment                  $370,000
14545 West Center Road
Omaha, NE 68144

Johnson Wolf                                              $3,202
117 East 4th Street
Ogallala, NE 69153

Rasmussen & Mitchell                                      $3,000
1005 South 107th Avenue
Suite 101
Omaha, NE 68114

Adams Bank & Trust                                          $961
315 N. Spruce Street
Ogallala, NE 69153


CHASE COMMERCIAL: Fitch Holds Rating on $5.9MM Class L Certs. at B
------------------------------------------------------------------
Fitch upgrades Chase Commercial Mortgage Securities Corp.,
commercial mortgage pass-through certificates, series 1999-2:

   -- $11.7 million class F to 'AAA' from 'AA+';
   -- $27.4 million class G to 'A+' from 'A-';
   -- $7.8 million class H to 'A-' from 'BBB+'; and
   -- $6.8 million class I to 'BBB+' from 'BBB'.

In addition, Fitch affirms these ratings:

   -- $468.5 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $41.1 million class B at 'AAA';
   -- $37.2 million class C at 'AAA';
   -- $11.7 million class D at 'AAA';
   -- $27.4 million class E at 'AAA';
   -- $8.8 million class J at 'BBB-';
   -- $6.8 million class K at 'BB-';
   -- $5.9 million class L at 'B'.

The $13.7 million class M is not rated by Fitch.  Class A-1 has
been paid in full.

The rating upgrades reflect the improved credit enhancement levels
as a result of loan payoffs, amortization and the additional
defeasance of nine loans (14.6%) since Fitch's last rating action.
In total, 23 loans (31.9%) have defeased.  As of the February 2007
distribution date, the pool's aggregate collateral balance has
been reduced approximately 13.8% to $675.0 million from
$782.7 million at issuance.

There is currently one asset in special servicing which is real
estate owned.  The asset is secured by a retail property located
in Warr Acres, Oklahoma.  The special servicer has listed the
property for sale.  Losses are expected which will be absorbed by
the non-rated class M.


CINEMARK USA: Commences Tender Offer for 9% Senior Sub. Notes
-------------------------------------------------------------
Cinemark USA, Inc. has commenced a cash tender offer for any and
all of its 9% Senior Subordinated Notes due 2013 (CUSIP No.
172441AN7), of which $332,250,000 principal amount remains
outstanding.

In conjunction with the Tender Offer, the company is also
soliciting consents to adopt proposed amendments to the indenture
under which the Notes were issued that would eliminate
substantially all restrictive covenants and certain event of
default provisions.  Any holder who tenders Notes pursuant to the
Offer must also deliver a consent.  The Offer is being made upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated March 6, 2007.

Holders who validly tender their Notes and deliver their consents
at or prior to 12:00 midnight, New York City time, on March 19,
2007, unless extended, will be eligible to receive the Total
Consideration.  The "Total Consideration" to be paid for each Note
validly tendered and accepted for payment at or prior to the
Consent Date, will be equal to a price per $1,000 principal amount
of the Notes that will be determined by pricing the Notes using
standard market practice to the first call date at a fixed spread
of 50 basis points over the bid-side yield on the 4-5/8% U.S.
Treasury Notes due Feb. 29, 2008, determined as of 2:00 p.m., New
York City time, on the Price Determination Date.  The Total
Consideration for each Note so tendered includes a consent payment
of $30.00 for each $1,000 principal amount.

Holders whose valid tenders are received after 12:00 midnight, New
York City time, on the Consent Date, but at or prior to 12:00
midnight, New York City time, on April 2, 2007, will receive the
Tender Offer Consideration but will not receive the Consent
Payment.  The "Tender Offer Consideration" is the Total
Consideration less the Consent Payment.

Holders of Notes who validly tender and do not validly withdraw
their Notes in the Offer will also receive accrued and unpaid
interest from the last interest payment date to, but not
including, the applicable settlement date, payable on the
applicable settlement date.

The company's obligation to accept for purchase and to pay for the
Notes validly tendered and consents validly delivered, and not
validly withdrawn, pursuant to the Offer is subject to and
conditioned upon the satisfaction of or, where applicable, the
company's waiver of, certain conditions including:

   (1) the tender of at least a majority in principal amount of
       the outstanding Notes at or prior to the Consent Date (and,
       thereby, obtaining the requisite consents for the proposed
       amendments to the underlying indenture),

   (2) the execution and delivery of an amendment and waiver to
       the company's credit facility by each of the lenders
       on terms and conditions satisfactory to the company and

   (3) certain other general conditions, each as described in more
       detail in the Offer to Purchase.

Holders who desire to tender their Notes must consent to the
proposed amendments, and holders may not deliver consents without
tendering the related Notes.  Holders may not revoke consents
without withdrawing the Notes tendered pursuant to the Tender
Offer.

The company has retained Lehman Brothers Inc. to serve as sole
Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. to
serve as Information Agent and Tender Agent for the Offer.

Requests for documents may be directed to

     D.F. King & Co., Inc.
     48 Wall Street, 22nd Floor
     New York, NY 10005
     Telephone (888) 628-8208 (toll free) or
               (212) 269-5550 (collect)

Questions regarding the terms of the Offer should be directed to
Lehman Brothers Inc. at (800) 438-3242 (toll free) or (212) 528-
7581 (collect), attention: Liability Management Group.

Cinemark Inc. -- http://www.cinemark.com/-- operates 202  
theatres and 2,469 screens in 34 states in the United States and
operates 112 theatres and 932 screens internationally in 13
countries, mainly Mexico, South and Central America.  Cinemark
was founded in 1987 by its Chief Executive Officer and Chairman
of the Board, Lee Roy Mitchell.  In 2004 a controlling interest
in Cinemark was sold to Madison Dearborn Capital Partners.
Cinemark was among the first theatre exhibitors to offer
advanced real-time Internet ticketing at its own website.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service affirmed Cinemark's B1 corporate family
rating.

Standard & Poor's affirmed its existing ratings on Cinemark,
including the 'B' corporate credit ratings.


COLLINS & AIKMAN: Inks Letter of Intent with Cadence Innovation
---------------------------------------------------------------
Collins & Aikman Corporation has signed a letter of intent with
Cadence Innovation for the sale of a significant portion of the
company's North American Plastics Business assets and business
operations.  The company and Cadence will work together on an
expeditious schedule to sign a definitive asset purchase
agreement.  Details of the bid will be made available when the
company files its sale motion with the bankruptcy court for a
hearing.  Any offer will be subject to overbid through a
bankruptcy court monitored auction process.

"This transaction will preserve a significant number of jobs,
generate important recoveries for our creditors and represents a
significant step toward confirmation of our chapter 11 plan," John
Boken, Collins & Aikman's Chief Restructuring Officer, said.

The portion of the Plastics business covered in the LOI includes
nine facilities in the United States, Canada and Mexico, employs
approximately 3,500 people and produces products for all major
North American automakers.

Collins & Aikman continues to pursue efforts to sell many of its
remaining businesses.  The company is in the process of working
with its customers and creditors while soliciting and reviewing
qualified bids for the purchase of all or portions of these
businesses.

The company remains committed to providing updates to all
interested parties on these matters and other potential sales
transactions when appropriate and as they become available.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in  
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.


CONSOLIDATED CONTAINER: S&P Junks Rating on Proposed $250MM Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Consolidated Container Co. LLC and its wholly owned subsidiary
Consolidated Container Capital Inc. to positive from negative, and
affirmed its 'B-' corporate credit rating on the companies.

At the same time, Standard & Poor's assigned a 'B-' bank loan
rating and a recovery rating of '2' to the company's proposed
$390 million first-lien term loan indicating its expectation for a
substantial recovery of principal in the event of a payment
default.

Standard & Poor's also assigned a 'CCC' bank loan rating and a
'5' recovery rating to a proposed $250 million second-lien term
loan, indicating its expectation for a negligible recovery of
principal in the event of a payment default.  The rating on the
second-lien loan is two notches below the corporate credit rating
reflecting the amount of priority debt in the capital structure.
The term loans along with a $100 million unrated first-lien
asset-backed revolving credit facility will be used mainly to
refinance existing debt and meet transaction expenses.  Ratings
are based on preliminary terms and conditions.

"The outlook revision to positive reflects our expectation for an
improvement in the financial risk profile following the successful
completion of the proposed financing transaction," said
Standard & Poor's credit analyst Paul Kurias.

The refinancing of debt as planned addresses a key concern
regarding refinancing requirements, by meaningfully extending the
debt maturity profile and improving liquidity.  

In addition, Standard & Poor's expects operating results and cash
generation to maintain the trend of improvement exhibited in 2006.
Operating results have improved despite volatility in input costs
in 2006, and benefited from ongoing cost-saving initiatives,
including the recent closure of plants, and stable to improving
volumes.  Operating margins (before depreciation and amortization)
improved to around 14.5% at Sept. 30, 2006, from levels of about
12.5% in 2005.

The ratings reflect the company's highly leveraged financial
profile, which overshadows its weak business risk profile in the
relatively stable beverage and consumer product packaging markets.
With annual revenues of about $860 million, Atlanta, Georgia-based
Consolidated Container is a domestic producer of rigid plastic
containers for dairy products, water, juice, and other beverages;
food, household, and agricultural chemicals; and motor oil.  The
company derives about 59% of its revenues from dairy, water, and
juice packaging, which are relatively commodity-type products and
have mature demand patterns.


CORRECTIONS CORP.: Earns $105.2 Million in Year Ended December 31
-----------------------------------------------------------------
Corrections Corp. of America reported net income of $105,239,000
on revenues of $1,331,088,000 for the year ended Dec. 31, 2006,
compared to a $50,122,000 net income on $1,192,640,000 of revenues
for 2005.

As of Dec. 31, 2006, the company's  balance sheet showed total
assets of $2,250,860,000, total liabilities of $1,201,179,000 and
total stockholders' equity of $1,049,681,000.  

The company had cash and cash equivalents of $29,121,000 as of
Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ac3.

                       California Facilities

On Feb. 2, 2007, the Governor of California ordered the State of
California Department of Corrections and Rehabilitation to begin
the involuntary transfer of prisoners to correctional facilities
outside of California in a further effort to relieve prison
overcrowding.  As a result of the Governor's request, the company
agreed to amend the contract with the CDCR to potentially provide
up to 4,670 additional beds for a total of approximately 5,670
beds.

Lawsuits have been filed against California officials by employee
unions, advocacy groups, and others seeking to halt the out-of-
state inmate transfers.  

On Feb. 20, 2007, a California trial court, the Superior Court of
California, County of Sacramento, ruled that the Governor of
California acted in excess of his authority in issuing the
emergency proclamation and that the contracts entered into by the
CDCR to implement out of state transfers violated civil service
principles contained in the State's constitution.  The enforcement
of this ruling is stayed for ten days following entry of judgment
and the company expects no change in the status of inmates already
transferred to its facilities while the stay of enforcement is in
place.  The company expects that the Governor of California will
appeal this ruling and seek an extension of the stay of
enforcement pending the results of the appeal.

                About Corrections Corp. of America

Corrections Corp. of America -- http://www.correctionscorp.com/--  
is headquartered in Nashville, Tenn., and owns and operates
privatized correctional facilities in the United States.  As of
Dec. 31, 2006, it owned 43 correctional, detention, and juvenile
facilities, three of which are leased to other operators. It
currently operates 64 facilities, with a total design capacity of
approximately 72,000 beds in 19 states and the District of
Columbia.

                        *     *     *

As reported in the Troubled Company reporter on March 6, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on prison and correctional services
company Corrections Corp. of America to 'BB' from 'BB-'.  The
outlook is stable.


CREDIT SUISSE: Losses Prompts Moody's Ratings' Downgrades
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 23
tranches issued by CSFB Home Equity Asset Trust in 2002 and 2003.    
Each of these deals is primarily backed by first-lien, subprime
fixed and adjustable rate mortgage loans.

For each transaction being downgraded, the event of step-down has
adversely affected the amount of credit enhancement available to
the subordinate bonds despite relatively lower than anticipated
losses to date.  The downgrades are attributed to the recent pace
of losses and subsequent erosion of overcollateralization due to
limited amounts of available excess spread.  Higher than
anticipated loss severities on liquidated collateral have
contributed to the accelerated pace of losses.

These are the rating actions:

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2002-1

      -- Class B-1, downgraded to B3; previously Baa2.

   * Credit Suisse First Boston Mortgage Securities Corp. Series     
      2002-2

      -- Class B-1, downgraded to B2; previously Baa2.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2002- 3

      -- Class B-1, downgraded to B3; previously Baa2.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2002-4

      -- Class B-1, downgraded to Ba3; previously Baa2.

   * Credit Suisse First Boston Mortgage Acceptance Corp. Series
     2002-5

      -- Class B-1, downgraded to B1; previously Baa2.

   * Credit Suisse First Boston Mortgage Securities Corp. Series    
     2003-1

      -- Class B-1, downgraded to Ba1; previously Baa1,
      -- Class B-2, downgraded to B2; previously Ba1,
      -- Class B-3, downgraded to Caa3; previously B1.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-2

      -- Class B-1, downgraded to B2, previously Baa3,
      -- Class B-2, downgraded to Caa3, previously B1.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-3

      -- Class B-1, downgraded to Ba2; previously Baa1,
      -- Class B-2, downgraded to Caa2; previously Ba2,
      -- Class B-3, downgraded to Caa3; previously Ba3.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-4

      -- Class B-3, downgraded to B1; previously Ba3.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-5

      -- Class B-1, downgraded to Ba2; previously Baa1,
      -- Class B-2, downgraded to B2; previously Baa2,
      -- Class B-3, downgraded to Caa3; previously Baa3.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-6

      -- Class B-1, downgraded to Baa2; previously Baa1,
      -- Class B-2, downgraded to B1; previously Baa2,
      -- Class B-3, downgraded to Caa2; previously Baa3.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-7

      -- Class B-2, downgraded to Ba2; previously Baa2,
      -- Class B-3, downgraded to B3; previously Baa3.

   * Credit Suisse First Boston Mortgage Securities Corp. Series
     2003-8

      -- Class B-3, downgraded to Ba3; previously Baa3.


CREDIT SUISSE: S&P Slashes Rating on Class E Certificates to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-CND1 and removed them from CreditWatch negative, where they
were placed Nov. 17, 2006.  At the same time, the ratings on five
classes from the same series were affirmed.

The lowered ratings reflect Standard & Poor's analysis of the
remaining loans in the transaction, which indicate that two
collateral properties, Hotel 71 and Royal Palm, are not meeting
Standard & Poor's initial expectations for condominium conversion
and unit sales.  Both properties are significantly behind in their
conversion schedules and are being marketed for sale.  There have
been no unit sales at either property to date.  In addition, the
Hotel 71 mezzanine borrower recently filed a voluntary bankruptcy
petition while the mezzanine lender was in the process of
foreclosing on the borrower's equity interest in the property.

There are three loans remaining in the pool, down from eight at
issuance.  The pool's principal balance is currently $248 million,
compared with $665 million at issuance.

The first loan is collateralized by Hotel 71 and is located on
Wacker Drive and Michigan Avenue in Chicago, Illinois.  All of the
property's 454 rooms were scheduled to be converted into condo
hotel units at securitization.  While the conversion is
continuing, the number of units scheduled to be converted has been
reduced significantly.  The sponsor/borrower for the loan, Robert
Falor, Guy Mitchell, and Geoffrey Hockman, is in default under the
mezzanine forbearance agreement.  The mezzanine lender, Oaktree
Capital Management LLC, is currently pursuing a foreclosure action
against the borrower's equity interest in the property.

On March 2, 2007, based on the Northern District of IlU.S.
Bankruptcy Court filing, the mezzanine borrower initiated a
Chapter 11 voluntary bankruptcy petition.  The first mortgage loan
is scheduled to mature on April 9, 2007, and has two one-year
extensions remaining.  The loan's debt stack consists of a whole
loan of $98.7 million and a $27.3 million mezzanine loan.

The Royal Palm property is located on Collins Avenue in the South
Beach section of Miami Beach, Florida.  The property includes 417
hotel rooms, 160 of which were scheduled to be converted into
hotel condo units.  The sponsor is still in the process of
converting the units, but has held off any sales.  Because the
property is being marketed for sale, the sponsor doesn't want to
limit its potential future use.  The first mortgage loan is
scheduled to mature March 9, 2007, and has two one-year
extensions remaining.  According to the servicer, Wachovia
Securities, the loan  is not satisfying its extension
requirements.  If the loan is not refinanced by the maturity date,
the servicer will transfer the loan to the special servicer.  The
loan's debt stack consists of a whole loan of $109.2 million and a
$24.5 million mezzanine loan.  The mezzanine lender is an
affiliate of BlackRock.  The first mortgage loan is sponsored by
the same participants as Hotel 71.

The remaining loan in this transaction is secured by two Marriott
hotel properties, which are located in Waikoloa and Wailea,
Hawaii.  Both properties are being renovated and are expected to
be fully operational by the third quarter of 2007, as they
suffered minimal damage during the earthquake that affected Hawaii
Oct. 15, 2006.  The borrower is currently making the necessary
repairs to the properties.  The loan has a maturity date of
Aug. 9, 2007, and two one-year extensions.

Standard & Poor's will continue to closely monitor the foreclosure
action that Oaktree is pursuing on the Hotel 71 mezzanine loan, as
well as the bankruptcy of the mezzanine borrower.  In addition,
Standard & Poor's will follow the possible transfer of the Royal
Palm loan to the special servicer.  Standard & Poor's will
evaluate new information as it becomes available to determine if
there is any impact to the ratings.

                   Ratings Lowered And Removed
                    From Creditwatch Negative
    
                   Credit Suisse First Boston
                    Mortgage Securities Corp.

                Commercial Mortgage Pass-Through
                  Certificates Series 2005-Cnd1

                              Rating
                              ------
                  Class   To           From
                  -----   --           ----
                  B       A+           AA+/Watch Neg
                  C       A            AA/Watch Neg
                  D       BBB-         A/Watch Neg
                  E       BB+          A-/Watch Neg
   
                        Ratings Affirmed
    
                   Credit Suisse First Boston
                    Mortgage Securities Corp.

                Commercial Mortgage Pass-Through
                  Certificates Series 2005-Cnd1

                       Class      Rating
                       -----      ------
                       A-1        AAA
                       A-2        AAA
                       AX-1       AAA
                       A-X-3      AAA
                       A-Y        AAA


CRYSTAL US: Moody's Lifts Corporate Family Rating to Ba3 from B1
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Crystal US Holdings 3 LLC, a subsidiary of Celanese Corporation,
to Ba3 from B1, and assigned Ba3 ratings to its (Celanese US
Holdings LLC) new guaranteed senior secured credit facilities
($600 million multi-currency revolver, $2.8 billion term loans,
and $228 million synthetic letter of credit facility).  

The new debt is being issued to refinance Celanese's existing
senior secured term loans, senior subordinated notes, and senior
discount notes.  Moody's ratings on the existing credit facilities
and retired notes will be withdrawn at the conclusion of the
refinancing.  

The outlook for Celanese's long term ratings remains positive.

These are the rating actions:

Rating upgrades:

   * Crystal US Holdings 3 LLC

      -- Corporate family rating, Ba3 from B1

      -- Probability of default rating, Ba3 from B1

      -- $339 million 10.5% Senior Discount Notes due 2014, B3 to
         B2, LGD6, 95% *

      -- $81 million 10% Senior Discount Notes due 2014, B3 to
         B2, LGD6, 95% *

   * Celanese US Holdings LLC

      -- Credit-linked Letter of Credit Facility, Ba3 to Ba2,
         LGD3, 40% *

      -- Guaranteed Senior Sec. Revolving Credit Facility due
         April 2009, Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Revolving Credit Facility due     
         April 2009, Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Term Loan Facility due April 2011,
         Ba3 to Ba2, LGD3, 40% *

      -- Guaranteed Senior Sec. Term Loan Facility due April 2011,
         Ba3 to Ba2, LGD3, 40% *

      -- 9.625% Guaranteed Senior Sub. Global Notes due June 2014,
         B3 to B2, LGD5, 88% *

      -- 10.375% Guaranteed Senior Sub. Global Notes due June
         2014, B3 to B2, LGD5, 88% *

* These ratings will be withdrawn at the conclusion of the
  Refinancing.

   * CNA Holdings, Inc

      -- 7.125% Senior Unsec. MTN due March 2009, B3 to B2, LGD6,
         93%

      -- Various Pollution Control & Industrial Revenue Bonds due
         at Various Dates through 2030, B3 to B2, LGD6, 93%

Rating assigned:

   * Celanese US Holdings LLC

      -- $600 million Guaranteed Senior Sec. Revolving Credit
         Facility due 2013, Ba3, LGD3, 43%

      -- $2,280 million Guaranteed Senior Secured Term Loan B due
         2014, Ba3, LGD3, 43%

      -- $400 million (EUR) Guaranteed Senior Secured Term Loan B
         due 2014, Ba3, LGD3, 43%

      -- $228 million Guaranteed Senior Secured Credit Linked
         Letter of Credit Facility due 2014, Ba3, LGD3, 43%

Affirmed:

   * Crystal US Holdings 3 LLC

      -- Speculative grade liquidity rating at SGL-1

The upgrade of Celanese's CFR reflects the strong pricing and
demand in its Chemical Products businesses, material reduction in
interest expense due to the refinancing, improving credit metrics,
and resolution of the minority shareholder issue at Celanese AG.
Celanese is currently capitalizing on the very strong operating
environment in acetyls, acetate and Ticona being driven by
increased demand and relatively high industrial utilization rates.
Moody's also believes that with the comprehensive refinancing, the
company will have enhanced ability to de-lever in a timely
fashion.

The ratings take into account Celanese's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities. The ratings are tempered by its leverage
at this point in the commodity cycle, significant exposure to
volatile petrochemical feedstocks, on-going acquisition activity
that has prevented material reduction of debt, and significant
debt-like obligations of $1.2 billion.

As of Dec. 31, 2006, Celanese's leverage remains elevated with
roughly $3.5 billion of balance sheet debt.  However debt to
EBITDA has declined significantly over the past two years and is
currently at 3.0 times; retained cash flow to total debt is 24%
and free cash flow to total debt is almost 13%.  When utilizing
Moody's Standard Adjustments, which also include the
capitalization of pension obligations ($541 million) and operating
leases ($654 million), debt rises to almost $4.7 billion, debt to
EBITDA is 3.5x, retained cash flow to total debt is 20% and free
cash flow to total debt is 9.2%.  Post refinancing proforma credit
metrics show further improvement due to reduced interest expense
and reduction in debt by roughly $200 million.

The positive outlook reflects Moody's expectation that the acetyls
business will remain strong for much of 2007 and into 2008,
providing good liquidity and the opportunity to reduce debt
further using free cash flow and cash.  This will substantially
improve the company's credit profile and raise its metrics to be
much closer to investment grade over the cycle.

In addition, Celanese continues to pursue cost reduction
opportunities, synergies from acquired businesses, and will
continue to benefit from an advantaged long-term methanol supply
agreement.  To the extent that over the next 12-15 months the
company continues to generates EBITDA over $1.3 billion and free
cash flow at least in the $200-250 million range, maintains
margins despite a possible decrease in acetyl pricing due to the
expected decline in methanol prices, and keeps debt at or below
the post refinancing levels, Moody's could raise the company's
ratings by one more notch.

The notching of the senior secured credit facilities at the same
level as the CFR reflects the predominance of secured bank debt in
the new capital structure, less subordinated debt cushion beneath
it, and insufficient collateral coverage.  The recent sale of
certain US assets in the oxo products and derivatives business
further reduced the available collateral.  The unsecured debt
instruments are junior to a large amount of secured debt having a
93% loss given default rate, and thus are rated two notches below
the CFR.

The affirmation of Celanese's speculative grade liquidity rating
at SGL-1 reflects the company's sizable cash balance ($250-300
million post transaction proforma cash balance) as well as the
expected level of free cash flow that will be generated in 2007
(over $200 million), and access to the vast majority of its
$600 million credit facility.

Moody's does not foresee any significant usage of the new revolver
over the next twelve months due to good free cash flow generation
and a cash balance that will likely remain sufficient.  Celanese's
financial covenant obliges the company to maintain maximum total
senior secured leverage of 3.9x.  Moody's notes that this
financial covenant is only effective once there is an outstanding
balance under the revolving credit facility; Moody's would expect
Celanese to be well in compliance with this covenant.

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer), acetate tow and engineered thermoplastics.  Celanese
reported sales of $6.7 billion for the fiscal year ending
Dec. 31, 2006.  Crystal US Holdings 3 LLC is a subsidiary of
Celanese.  BCP Crystal US Holdings LLC and Celanese Americas
Corporation are subsidiaries of CUSH and co-borrowers under the
credit facilities.  CNA Holdings Inc. is a subsidiary of CAC and
the holding company for Celanese's North American operating
companies.


CVS CORPORATION: Moody's Holds Ba1 Rating on $125 Million Certs.
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of eight
securities supported by CVS Corporation lease obligations:

   * CVS Credit Lease Backed Pass-Through Certificates

      -- Series A-1, $158,700,000, confirmed at Baa2

      -- Series A-2, $125,000,000, confirmed at Ba1

      -- CVS Lease-Backed Pass-Through Certificates, Series 2001,
         $238,137,284, confirmed at Baa2

      -- CVS Lease-Backed Pass-Through Certificates, Series
         2002-1, $242,005,705, confirmed at Baa2

      -- CVS Lease-Backed Pass-Through Certificates, Series
         2003-1, $116,964,280, confirmed at Baa2

      -- CVS Leased-Backed Pass-Through Certificates, Series
         2003-2, $283,584,466, confirmed at Baa2

      -- CVS Lease-Backed Pass-Through Certificates, Series
         2004-1, $467,723,923, confirmed at Baa2

      -- CVS Lease-Backed Pass-Through Certificates, Series 2005,
         $376,918,302, confirmed at Baa2

On Feb. 13, 2007 Moody's confirmed the senior unsecured rating of
CVS Corporation at Baa2 and affirmed its short-term rating at
Prime-2 following the Feb. 13, 2007 decision by CVS to increase
its bid for the pharmacy benefits manager Caremark Rx, Inc by an
additional $4 per share.  The corporate rating action concludes
the review for upgrade that commenced on Nov. 2, 2006 when CVS
reported that it had reached agreement to merge with Caremark in
an all-stock transaction.  The rating outlook for CVS is stable.

Headquartered in Woonsocket, Rhode Island, CVS currently operates
about 6,157 drug stores in 44 states and the District of Columbia.


DAIMLERCHRYSLER: Offers $100,000 Buyouts to Shed 13,000 Jobs
------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group will offer as much as $100,000
to some of its 49,600 hourly workers at 11 U.S. plants to leave
the company as part of its recovery plan, the Associated Press
relates.

Published reports claim that the company intends to eliminate
11,000 hourly positions and 2,000 salaried jobs in an effort to
return to profitability following its $1.475 billion loss in 2006.

As reported in the TCR-Europe on March 1, Chrysler and the United
Auto Workers agreed to two special programs that will provide
retirement and separation incentives for the company's bargaining-
unit employees in the United States as part of the Chrysler
Group's Recovery and Transformation Plan.

The negotiated programs include an Incentive Program for
Retirement with US$70,000 cash lump-sum amount for employees with
30 or more years of credited service, or who meet a combination of
age and years-of-service eligibility, and an Enhanced Voluntary
Termination of Employment Program, which provides a lump sum
payment of US$100,000 for employees with at least one year of
credited service.

Chrysler wants to slash production by 400,000 vehicles per year
and plans to offer the buyouts to workers in select plants in the
U.S. and Canada, including one slated for closure in Newark,
Delaware, the Associated Press states.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Zetsche Confirms Proposed SUV Deal with GM
--------------------------------------------------------------
DaimlerChrysler AG Chief Executive Officer Dieter Zetsche
confirmed his company is talking to General Motors Corp. about
sharing the costs of future sport-utility vehicles, but he and
GM's CEO stayed mum about whether GM could try to buy its Chrysler
arm outright, Stephen Power and Neal E. Boudette of the Wall
Street Journal report.

According to the source, Mr. Zetsche reiterated that the auto
maker is considering "all options" for Chrysler, including a
possible sale, which move came amid rising investor frustration
over the division's losses.  

Possible buyers that have expressed interest in Chrysler include
auto-parts maker Magna International Inc. and private-equity
groups Blackstone Group LP and Cerberus Partners LP, the Journal
said citing people familiar with the matter.

Sources said early this week that Blackstone Group topped in its
bid to buy DaimlerChrysler's Chrysler Group.  The private equity
firm, the reports said, is moving forward with a detailed analysis
of Chrysler's finances and operations with an eye toward making a
formal bid.

                       Lower February Sales

As reported in the Troubled Company Reporter on Mar. 2, 2007,
DaimlerChrysler AG's Chrysler Group reported sales for February
2007 of 174,506 units; down 8% compared with February 2006 with
190,367 units.  All sales figures are reported unadjusted.

"In a generally soft market environment in February, the Chrysler
Group had good traffic and solid customer interest especially for
our newly launched, fuel efficient models like the Dodge Avenger,
Dodge Caliber, and Jeep(R) Compass.  Also, the Jeep Wrangler had
its best February ever," Chrysler Group Vice President for Sales
and Field Operations Steven Landry said.

                      About DaimlerChrysler

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
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 locations 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.


DARLENE HASLOCK: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Darlene Marie Haslock
        fka Marie Darlene Ashwell
        fka Darlene Marie Ashwell
        fdba Train Station
        P.O. Box 348
        Stockton, MO 65785

Bankruptcy Case No.: 07-60255

Chapter 11 Petition Date: March 5, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: J. Kevin Checkett, Esq.
                  Checkett & Pauly
                  P.O. Box 409
                  Carthage, MO 64836
                  Tel: (417) 358-4049
                  Fax: (417) 358-6341

Total Assets: $1,094,800

Total Debts:  $1,554,815

The Debtor does not have any unsecured creditors.


DELTA AIR: Wants Exclusive Solicitation Period Extended to June 1
-----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend, pursuant to Section 1121(d) of the Bankruptcy Code, their
exclusive period during which they may solicit acceptances of
their reorganization, and no competing plans may be filed, from
April 16, 2007, to June 1, 2007.

The Debtors seek to allow sufficient time to solicit acceptances
of their Joint Plan of Reorganization through the Court-approved
solicitation process, and thereafter, confirmation of the Plan.
The confirmation hearing is currently scheduled for April 25,
2007.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that since the most recent extension of the Debtors'
Exclusive Solicitation Period, the Debtors have made and continue
to make substantial progress in their Chapter 11 cases, including
the Court's approval of the disclosure statement to their Plan
and the distribution of solicitation packages to creditors.

The Official Committee of Unsecured Creditors supported the
Debtors' request for an extension.

Mr. Huebner contends that ample cause exists to extend the
Debtors' Exclusive Solicitation Period:

   (a) the Debtors' Chapter 11 cases are large and complex;

   (b) the Debtors need more time to solicit acceptances of a
       consensual plan of reorganization;

   (c) the Debtors have made good faith progress toward
       reorganization;

   (d) the Debtors have been paying their postpetition debts when
       due;

   (e) the Debtors have demonstrated reasonable prospects for
       filing a viable plan of reorganization and have made
       progress in negotiating with their creditors;

   (g) the Debtors' Chapter 11 cases have been pending for a
       relatively short period compared to other large
       reorganization cases;

   (h) the Debtors' motive in requesting the extension is not to
       pressure the creditors;

   (i) an extension of the Debtors' exclusive period will enable
       the Debtors to resolve certain contingencies that will
       affect a plan of reorganization; and

   (j) the requested extension is consistent with those granted
       in other large chapter 11 cases.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline        
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

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


DELTA AIR: Wants More Time to Decide on 400 Unexpired Leases
------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York, pursuant
to Section 365(d)(4) of the Bankruptcy Code, to further extend the
time for any Debtor to assume or reject more than 400 unexpired
leases of non-residential real property and related agreements, to
the date the Court confirms a plan of reorganization, without
prejudice to their right to seek a further extension.

The Official Committee of Unsecured Creditors supports the
Debtors' request, Marshall S. Huebner, Esq., at Davis Polk &
Wardwell, in New York, tells the Court.

The Debtors' request falls well within the parameters of Section
365(d)(4) deadline extensions granted by courts in other chapter
11 cases of comparable size and complexity, Mr. Huebner says.

Since the Petition Date, the Debtors have rejected or sought
authority to reject several dozen Leases, and have negotiated
modifications of other Leases, Mr. Huebner relates.

The Debtors will continue to analyze their need for premises
covered by the Leases.  The completion of the analysis, however,
requires a further extension of the Section 365(d)(4) Deadline
because a substantial number of the Leases can be properly
evaluated only in the context of the Debtors' exit strategy,
Mr. Huebner avers.

The Debtors' Joint Plan of Reorganization preserves the valuable
and necessary flexibility regarding their Lease decisions by
contemplating that the lists of most unexpired leases to be
assumed or rejected may be amended until the day before the
confirmation hearing, presently scheduled for April 25, 2007.

Mr. Huebner asserts that sufficient cause exists in the instant
case to extend the Section 365(d)(4) Deadline:

   (a) the Debtors' Chapter 11 cases are complex and involves a
       large number of Leases;

   (b) many of the Leases are among the Debtors' most important
       assets and are vital to their operations.  Thus, it is
       imperative to their ability to successfully reorganize
       that they and their professionals have sufficient time to
       carefully identify and evaluate each of the Leases in the
       time remaining before confirmation; and

   (c) it is critical that the Debtors retain financial,
       operational, network and fleet planning flexibility that
       comes from not yet having to decide whether to assume or
       reject certain Leases, and the future decisions in those
       areas are expected to affect whether to assume or reject
       the Leases.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline        
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  (Delta Air Lines
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                         Plan Update

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


DTN INC: S&P Rates Proposed $267 Million Credit Facilities at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '3' recovery rating to DTN Inc.'s proposed $267 million
first-lien credit facilities.  The bank loan rating, the same as
the corporate credit rating, and the recovery rating reflect
Standard & Poor's expectation for a meaningful (50%-80%) recovery
of principal in a simulated payment default.

Proceeds will be used to refinance the company's existing
$180 million first-lien and $60 million second-lien facilities.

At the same time, Standard & Poor's revised its outlook on the
company to stable from negative.  In addition, Standard & Poor's
affirmed its 'B+' corporate credit rating.

"The outlook revision reflects our expectation that DTN will be
able to sustain recent operating improvements and strengthen its
credit protection measures over the intermediate term," said
Standard & Poor's credit analyst Emile Courtney.

Upon exiting bankruptcy in late 2003, DTN implemented a business
strategy focused on enhancing its presence in traditional markets,
leveraging its products and services into adjacent and new
markets, and ongoing product development.  The strategy is geared
towards larger customers, and has resulted in increased average
revenue per user and stabilized revenue and cash flow.  Still,
overall subscriber counts are declining, primarily in the
agriculture segment, a trend that is expected to continue over the
intermediate term.


FEDERAL-MOGUL: Wants Court OK on Anderson Memorial Settlement Pact
------------------------------------------------------------------
In 1992, Anderson Memorial Hospital filed an individual and class
action against T&N, plc, in the South Carolina Circuit Court.
The Debtors acquired T&N in 1998 and subsequently assumed all of
its liabilities, Scotta E. McFarland, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware,
notes.

Since filing for bankruptcy, the Circuit Court Litigation against
Federal-Mogul Corporation and its debtor-affiliates has been
stayed pursuant to Section 362(a) of the Bankruptcy Code.

Anderson Memorial also filed eight class proofs of claim and
2,907 asbestos property damage claims against the Debtors.

Anderson Memorial currently serves as a member of the Official
Committee of Asbestos Property Damage Claimants.

Through various orders from the U.S. Bankruptcy Court for the
District of Delaware and voluntary withdrawals, only 886 Anderson
Memorial Claims are pending in the Debtors' bankruptcy cases.  The
Remaining Anderson Memorial Claims roughly represent 97% of the
912 remaining unresolved Asbestos Property Damage Claims against
the Debtors, according to Ms. McFarland.

Anderson Memorial asserts that the aggregate amount for damages
and removal costs for its Remaining Claims is more than
$1,000,000,000.

Although the Debtors strongly dispute the amount of the Remaining
Anderson Memorial Claims, the Debtors acknowledge that Anderson
Memorial has provided them with evidence supporting the
legitimacy of some of the Remaining Claims.

The Debtors also acknowledge that despite the many meritorious
defenses they have asserted or could assert against the Remaining
Anderson Memorial Claims, it would be extremely costly and time-
consuming for them to continue pursuing existing claim objections
and file additional claims objections to the Remaining Claims.

Accordingly, the Debtors, along with the Official Committee of
Unsecured Creditors, negotiated a settlement agreement with
Anderson Memorial, which provides for the complete resolution of
the Remaining Anderson Memorial Claims.

Pursuant to the Settlement Agreement, the Debtors will deliver a
$36,200,000 settlement fund to the Class Counsel, in complete
satisfaction of the Remaining Anderson Memorial Claims, on the
later of:

   (i) six months after the effective date of a plan of
       reorganization; or

  (ii) the Circuit Court's final approval of the Settlement
       Agreement without modification.

The Debtors will also withdraw any and all pending objections to
the Remaining Anderson Memorial Claims.

If the Circuit Court does not approve the Settlement Agreement,
or if the Debtors terminate the Settlement Agreement, the
Settlement Fund will be transferred to a trust to be maintained
and administered by W. D. Hilton of Trust Services, Incorporated,
or another qualified individual or entity mutually acceptable to
the Class Counsel and the Debtors.

The sole recovery for the Remaining Anderson Memorial Claims will
be limited to the Settlement Fund, Ms. McFarland clarifies.

In addition, the Debtors will amend their Chapter 11 Plan to
incorporate the Settlement Agreement with Anderson Memorial.
Anderson Memorial and the Class Claimants agree to unanimously
vote in favor of the Plan, and to cooperate with the Debtors in
seeking confirmation of the Plan on any issues relating to the
Settlement Agreement.

The Debtors thus ask the Court to:

   (a) approve their Settlement Agreement with Anderson Memorial;

   (b) lift the automatic stay to allow Anderson Memorial to seek
       the Circuit Court's approval of the Settlement Agreement;
       and

   (c) authorize the Trust to oversee the allocation and
       distribution of the Settlement Fund among the Class
       Claimants if the Circuit Court disapproves the Settlement
       Agreement.

                      About Federal-Mogul

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.  
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for May 8, 2007.  (Federal-
Mogul Bankruptcy News, Issue No. 129; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


FLEETWOOD ENTERPRISES: S&P Pares Corp. Credit Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleetwood Enterprises Inc. to 'B' from 'B+'.

Concurrently, the outlook was revised to negative from stable, and
$260 million in subordinated and convertible trust preferred
securities were downgraded.

"The rating actions reflect near-term earnings pressure as a
consequence of continued deterioration in the beleaguered
manufactured housing industry," said credit analyst James
Fielding.

"Preliminary fiscal third-quarter (ended Jan. 28, 2007) housing
revenues declined 48% to $209 million, and the company expects the
overall net loss for the period to widen relative to the
$20 million loss in the second quarter."  

Mr. Fielding added that weakness in the manufactured housing
sector offsets the relative stability in the recreational
vehicle segment, lower absolute debt levels, and currently
adequate liquidity.

The negative outlook anticipates that the persistent dearth of
chattel financing and the nation's overall housing downturn will
continue to suppress demand for factory-built homes.  

Standard & Poor's  would lower the rating on Fleetwood if the
company were unable to rationalize manufacturing capacity and
operate profitably through the balance of the calendar year.
Ratings would be further pressured if an increase in fuel costs or
a downturn in the economy negatively affects RV sales.  While
industry conditions preclude positive ratings momentum at the
current time, Standard & Poor's would revise its outlook back to
stable if Fleetwood can consistently generate positive free cash
flow and improve its balance sheet in a constrained sales
environment.


FLIR SYSTEMS: To Restate Historical Financial Statements
--------------------------------------------------------
FLIR Systems, Inc., said it will restate its financial statements
from 1995 through 2005, based on the results of an ongoing
voluntary review of the company's equity grant award practices and
related accounting issues.

The Company undertook a voluntary review of its historical stock
option practices and related accounting treatment as a result of
the apparent issuance of options on favorable dates prior to 2000.

Based upon the preliminary results of this review, the company's
Board of Directors formed a Special Committee, comprised of two
outside directors, to investigate stock option grants, practices
and procedures from 1995 to 2006.

The Special Committee conducted its investigation with the
assistance of independent legal counsel from the law firm of
Perkins Coie, LLP, and outside forensic accountants from Deloitte
Financial Advisory Services, LLP retained by counsel.

In the course of its investigation, the Special Committee and its
legal and accounting advisors reviewed approximately 135,000
documents, conducted interviews with relevant management personnel
and current and former members of the Compensation Committee, and
evaluated the accounting for and documentation surrounding 26.3
million options, representing 94% of options granted during the
period from 1995 through 2006.

With respect to stock options granted during the period from early
1995 through the middle of 2000, the Special Committee found
strong circumstantial evidence of the improper selection of grant
dates.

With respect to stock options granted during the period from the
middle of 2000 through 2006, the Special Committee identified
certain procedural and corporate governance issues, but did not
find any evidence that grant dates were selected based upon an
attempt to seek a favorable price.

Based on the findings of its investigation, the Special Committee
has concluded that pursuant to the requirements of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and other authoritative accounting literature, the
grant dates for certain stock option grants made by the company
during the period 1995 to 2005 differ from the measurement dates
previously used to account for such option grants.

Under APB 25, the measurement date for determining compensation
expense is the first date on which are known both the number of
shares that an individual is entitled to receive and the option or
purchase price, if any.  The measurement date does not change the
effective date of a grant but does determine the compensation
expense, if any, required to be recognized for accounting purposes
in connection with the grant.

Based on the findings of the Special Committee's investigation,
subsequent internal analysis by the company's management and
discussions with the company's independent registered public
accountants, on Feb. 26, 2007, the Audit Committee concluded, in
consultation with and upon the recommendation of the company's
management, that the company will need to restate certain of its
annual historical consolidated financial statements for the period
from 1995 through 2005, primarily to record non-cash charges for
compensation expense relating to past stock option grants.

The Audit Committee also concluded that consolidated financial
statements and the related audit reports of its independent
registered public accounting firms, and all quarterly financial
statements and earnings press releases and similar communications
issued by the company relating to periods beginning on or after
Jan. 1, 1995, should no longer be relied upon.  The Company has
discussed this matter with KPMG LLP, the company's current
independent registered public accounting firm.

Although the company's independent registered public accountants
have not yet completed their review of the findings of the
investigation and the company has not yet determined the exact
amount of the non-cash compensation charges and the resulting tax
and financial accounting impacts, the company's management and
Audit Committee currently believe that the aggregate non-cash
compensation charges will be approximately $14 million, excluding
any tax consequences.

Although the company will restate its annual financial statements
for the entire period from 1995 through 2005, the company's
management and Audit Committee believe that such impacts will be
material for years 1995 through 2003 but will not be material for
the years 2004 and 2005.

The Company intends to file in its Annual Report on Form 10-K for
the year ended Dec. 31, 2006, the restated information for prior
periods.  In that filing, the company will summarize the final
results of the investigation by the Special Committee and the
review by Company's management and the impact of the primary stock
compensation accounting errors underlying the final restatements.

Based upon current information, the company and Audit Committee
believe the primary accounting errors are:

   * Inaccurate measurement dates for certain stock options and
     restricted shares granted between Jan. 5, 1995, and the
     middle of 2000.  The grant dates used for certain stock
     option awards and restricted share awards between Jan. 5,
     1995, and the middle of 2000 were likely selected based upon
     stock price considerations, with certain dates from 1995
     through 1999 likely selected in hindsight.  The inaccurate
     use of measurement dates during this period will result in
     non-cash compensation charges of approximately $4 million,
     excluding any tax consequences, over the respective vesting
     periods of the various stock compensation awards.

   * Inaccurate measurement dates for certain stock options and
     restricted shares granted between Sept. 12, 2001, and
     Dec. 27, 2001.  Information obtained during the Special
     Committee's investigation indicated that stock options
     granted to officers of the company during a scheduled
     meeting of the Compensation Committee on Sept. 12, 2001,
     were subject to certain financial performance criteria.
     Because the performance results could not be determined
     until a subsequent date, a later measurement date should
     have been used.  The inaccurate use of the measurement date
     for the Sept. 12, 2001, option grants will result in
     non-cash compensation charges of approximately $3 million,
     excluding any tax consequences, over the periods of 2001 and
     2002.

   * On Dec. 27, 2001, the Compensation Committee, relying on
     information provided to it as to the amount of shares that
     were available for grant under the then existing incentive
     stock plan, awarded stock options to officers of the company
     in amounts that inadvertently exceeded the actual number of
     shares available under the plan.  After this error was
     recognized, the officers voluntarily agreed to a
     cancellation of option grants in an amount sufficient to
     bring the grants in line with shares available under the
     plan.  The date that the stock options were cancelled should
     have been used as the measurement date.  The inaccurate use
     of the measurement date for the Dec. 27, 2001, option grants
     will result in non-cash compensation charges of
     approximately $6 million, not including tax consequences,
     over the vesting periods in 2002 and 2003.

                        About FLIR Systems

FLIR Systems, Inc. (NASDAQ: FLIR) -- http://www.FLIR.com/-- is a  
world leader in the design, manufacture and marketing of thermal
imaging and stabilized camera systems for a wide variety of
thermography and imaging applications including condition
monitoring, research and development, manufacturing process
control, airborne observation and broadcast, search and rescue,
drug interdiction, surveillance and reconnaissance, navigation
safety, border and maritime patrol, environmental monitoring and
ground-based security.

                          *     *     *

FLIR Systems carry Standard & Poor's Ratings Services' B+ long-
term foreign and local issuer credit rating.


FLOYD HUSZAGH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Floyd McRae Huszagh
        ods The Crazy H Ranch, Inc.
        mem The Wickett Group
        4228 North Flintwood Road
        Parker, CO 80134

Bankruptcy Case No.: 07-11876

Chapter 11 Petition Date: March 6, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  Kutner Miller Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FORD MOTOR: In Talks w/ Navistar on Diesel Engine Pricing Dispute
-----------------------------------------------------------------
Ford Motor Co. and Navistar International Corp. are in negotiation
to temporarily settle a long-running pricing dispute over diesel
engines Navistar supplies for Ford's heavy-duty F-Series pickups,
Jeff McCracken of The Wall Street Journal reports.

The negotiation follows the automaker and the engine supplier's
motion Wednesday last week asking Oakland County Circuit Court
Judge John McDonald to delay ruling on the companies' pricing
dispute.

Judge McDonald ordered the two sides to negotiate yesterday and
today, the Journal said.

According to the source, Navistar will for now continue to ship
diesel engines to Ford, which are used in the Ford Super Duty F-
Series pick-up truck line.

The dispute, the report said, goes back over a year, involving a
previous diesel truck engine Navistar built for Ford from 2002
through the end of 2006.  It also involves a new engine Navistar
began shipping last month with the launch of the redesigned Ford
F-Series Super Duty pick-up truck.

The F-series pick-up truck is Ford's best-selling and most
profitable line of vehicles, the Journal relates.

Navistar, the Journal says, is the sole supplier of diesel engines
to Ford, producing 225,000 to 300,000 of them a year.

Last week, Ford estimated $11,182 million in total life-time costs
for restructuring actions.  

Of the total $11,182 million of estimated costs, Ford said that
$9,982 million has been accrued in 2006 and the balance, which is
primarily related to salaried personnel-reduction programs, is
expected to be accrued in the first quarter of 2007.

The company expects a curtailment gain for other postretirement
employee benefit obligations related to hourly personnel
separations that occur in 2007, which gain the company expects to
record in 2007.  Of the estimated costs, those relating to job
bank benefits and personnel-reduction programs also constitute
cash expenditure estimates.

The restructuring cost estimates relate to the automaker's
previously announced commitment to accelerate its restructuring
plan, referred to as Way Forward plan.

The "Way Forward" plan includes closing plants and laying off up
to 45,000 employees.

Ford, which incurred a $12,613 million net loss on $160,123
million of total sales and revenues for the year ended Dec. 31,
2006, said in a regulatory filing with the Securities and Exchange
Commission that its overall market share in the United States has
declined in each of the past five years, from 21.1% in 2002 to
17.1% in 2006.  The decline in overall market share primarily
reflects a decline in the company's retail market share, which
excludes fleet sales, during the past five years from 16.3% in
2002 to 11.8% in 2006, the automaker said.

Ford also reported a $16.9 billion decrease in its stockholders'
equity at Dec. 31, 2006, which, according to the company,
primarily reflected 2006 net losses and recognition of previously
unamortized changes in the funded status of the company's defined
benefit postretirement plans as required by the implementation of
Statement of Financial Accounting Standards No. 158, offset
partially by foreign currency translation adjustments.

                About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers financing
services.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                          *     *     *

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.


FR X OHMSTEDE: S&P Holds B- Rating on $200 Million Facilities
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on FR X Ohmstede Acquisitions Co., a manufacturer
and servicer of shell and tube heat exchangers used in the
refining and petrochemical industries.

At the same time, Standard & Poor's affirmed its 'B-' rating on
Ohmstede's proposed $200 million first-lien bank facilities and
revised the recovery rating to '3' from '2', and affirmed its
'CCC' rating and '5' recovery rating on Ohmstede's proposed
$70 million second-lien bank facilities.

The actions followed the report that the company would increase
the add-on portion of its first-lien facilities by $65 million and
the add-on portion of its second-lien facilities by $20 million.

The outlook is stable.

"The ratings on Ohmstede reflect its niche market position,
aggressive financial leverage, low barriers to entry, and unproven
ability to operate profitably through the cycle," said
Standard & Poor's credit analyst David Lundberg.

"These weaknesses are partially offset by its recent strong
financial performance, strong near-term backlog, and low capital
requirements," Mr. Lundberg continued.


FRIENDLY ICE CREAM: May Sell Business; Hires Goldman Sachs
----------------------------------------------------------
Friendly Ice Cream Corp. said it will consider putting itself up
for sale, The Wall Street Journal reports.

According to the report, the company hired Goldman Sachs & Co. as
financial adviser, and Weil, Gotshal & Manges LLP as legal
adviser, to assist "in exploring strategic alternatives to enhance
shareholder value, including a possible sale of the company."

WSJ relates that a group of investors urged shareholders Tuesday
to support its slate of two candidates for the company's six-
member board.  

The investors, the source said, led by Western Sizzlin Corp.
Chairman Sardar Biglari, called on Friendly Ice Cream to lower the
number of company-owned restaurants and accelerate its
franchising.  The group held a 15% stake in the company as of
December.

The Journal said Friendly Ice Cream discontinued negotiations with
the group in December after rejecting its proposal to declassify
directors through annual elections for the entire board.

               About Friendly Ice Cream Corporation

Headquartered in Wilbraham, Mass., Friendly Ice Cream Corporation
(AMEX: FRN) -- http://www.friendlys.com/-- is a vertically  
integrated restaurant company serving sandwiches, entrees and ice
cream desserts in 525 companies and franchised restaurants
throughout the Northeast.  The company also manufactures ice
cream, which is distributed through more than 4,500 supermarkets
and other retail locations.


FRIENDLY ICE CREAM: Dec. 31 Balance Sheet Upside-Down by $126MM
---------------------------------------------------------------
Friendly Ice Cream Corp. reported fourth quarter 2006 net income
of $100,000 compared to a net loss of $30.2 million for the fourth
quarter of 2005.  The net loss in the fourth quarter of 2005
included $22.2 million in additional non-cash tax valuation
allowance.  Total revenues for the current quarter were
$122.4 million compared to total revenues of $123.5 million for
the same period in the prior year.

For the full-year 2006, the company earned $4.9 million of net
income compared to a net loss of $27.3 million reported for the
prior year.  The net loss in fiscal 2005 included $22.2 million in
additional non-cash tax valuation allowance. Total revenues for
2006 were $531.5 million compared to total revenues of
$531.3 million for the prior year.

Friendly Ice Cream's balance sheet at Dec. 31, 2006, showed total
assets of $220,167,000 and total liabilities of $347,063,000
resulting in a total stockholders' deficit of $126,896,000.  The
company's total stockholders' deficit at Jan. 1, 2006, stood at  
$141,838,000.

The company's Dec. 31 balance sheet also showed strained liquidity
with $58,111,000 in total current assets available to pay
$68,691,000 in total current liabilities.

Commenting on the results, George Condos, the company's president
and chief executive officer, said, "We are pleased with our
results and the positive momentum established this quarter.  Since
my appointment as President and CEO in January 2007, I have had a
first-hand opportunity to review and observe many improvements and
initiatives being undertaken by the Company.  I believe there are
opportunities to improve our performance, increase our bottom line
and build long-term shareholder value.  We will continue to
leverage the value of the Friendly's brand by improving the
quality of our menu and overall guest experience and by creating a
more contemporary environment within our restaurants."

The company's fourth quarter and full-year 2006 results can be
accessed for free at http://researcharchives.com/t/s?1aea

               About Friendly Ice Cream Corporation

Headquartered in Wilbraham, Mass., Friendly Ice Cream Corporation
(AMEX: FRN) -- http://www.friendlys.com/-- is a vertically  
integrated restaurant company serving sandwiches, entrees and ice
cream desserts in 525 companies and franchised restaurants
throughout the Northeast.  The company also manufactures ice
cream, which is distributed through more than 4,500 supermarkets
and other retail locations.


FRIENDLY ICE CREAM: Planned Sale Cues S&P's Developing CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings, including
its 'B-' corporate credit rating, on Wilbraham-Massachusetts-based
Friendly Ice Cream Corp., on CreditWatch with developing
implications.

The placement follows the report that Friendly is evaluating
strategic alternatives to enhance shareholder value that include a
possible sale of the company.  Such a move, which could be
financed with additional debt, may lead to lowered ratings.  
Conversely, should a sale transaction result in an improved
capital structure, a positive rating action could result.

"The current ratings," said Standard & Poor's credit analyst
Jackie E. Oberoi, "reflect Friendly's recent poor operating
trends, thin cash flow measures, and a highly leveraged capital
structure."

Standard & Poor's will continue to monitor developments in
Friendly's strategic review to evaluate any potential impact on
Friendly's credit profile.


GE COMMERCIAL: Moody's Holds B3 Rating on $3.1 Mil. Class O Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 10 classes and
affirmed the ratings of 15 classes of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2004-C1:

   -- Class A-1, $64,963,405, Fixed, affirmed at Aaa
   -- Class A-2, $280,575,000, Fixed, affirmed at Aaa
   -- Class A-3, $368,207,000, Fixed, affirmed at Aaa
   -- Class A-1A, $292,803,671, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $38,233,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $15,931,000, Fixed, upgraded to Aa1 from Aa3
   -- Class D, $30,269,000, Fixed, upgraded to A1 from A2
   -- Class E, $14,337,000, Fixed, upgraded to A2 from A3
   -- Class F, $20,710,000, Fixed, affirmed at Baa1
   -- Class G, $12,745,000, Fixed, affirmed at Baa2
   -- Class H, $17,524,000, Fixed, affirmed at Baa3
   -- Class J, $9,558,000, Fixed, affirmed at Ba1
   -- Class K, $9,559,000, Fixed, affirmed at Ba2
   -- Class L, $6,372,000, Fixed, affirmed at Ba3
   -- Class M, $7,965,000, Fixed, affirmed at B1
   -- Class N, $4,780,000, Fixed, affirmed at B2
   -- Class O, $3,186,000, Fixed, affirmed at B3
   -- Class PRS-1, $1,103,022, Fixed, upgraded to Aa1 from A1
   -- Class PRS-2, $3,239,000, Fixed, upgraded to Aa2 from A2
   -- Class PRS-3, $1,618,000, Fixed, upgraded to Aa3 from A3
   -- Class PRS-4, $3,238,000, Fixed, upgraded to A1 from Baa1
   -- Class PRS-5, $4,080,000, Fixed, upgraded to A2 from Baa2
   -- Class PRS-6, $3,602,000, Fixed, upgraded to A3 from Baa3

As of the Feb. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.5%
to $1.22 billion from $1.27 billion at securitization.  The
Certificates are collateralized by 133 mortgage loans.  The loans
range in size from less than 1.0% to 5.3% of the pool, with the
top 10 loans representing 35.1% of the pool.  

The pool includes four shadow rated loans, representing 14.5% of
the outstanding loan balance.  Six loans, representing 9.7% of the
pool, have defeased and been replaced with U.S. Government
securities.  There have been no loans liquidated from the trust
and no realized losses.  Currently there are three loans,
representing 1.1% of the pool, in special servicing.  Moody's is
estimating approximately $1.8 million of losses from the specially
serviced loans.  Fourteen loans, representing 12.0% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for 98.6% and 60.0%, respectively, of the
performing loans.  Moody's loan to value ratio for the conduit
component is 88.5%, compared to 93.5% at securitization.  Moody's
is upgrading pooled Classes B, C, D and E due to increased
subordination levels and the defeasance of six loans.  Moody's is
upgrading non-pooled Classes PRS-1, PRS-2, PRS-3, PRS-4, PRS-5 and
PRS-6 due to the improved performance of the Paradise Point Resort
and Spa Loan, as discussed below.

The largest shadow rated loan is the AFR Portfolio Loan of
$64.8 million (5.3%), which represents a 23.9% pari-passu interest
in a first mortgage loan secured by 132 properties located in 17
states.  The properties consist of office space, operation centers
and retail bank branches totaling 6.5 million square feet.  Bank
of America Corporation, currently leases approximately 76.8% of
the collateral.  At securitization the loan was secured by 152
properties totaling 7.7 million square feet.  However six
properties have been released from the pool and 14 properties
defeased.  Due to property releases, defeasance and loan
amortization the loan amount has decreased by approximately 20.4%
since securitization.  The loan sponsors are American Financial
Realty Trust and First States Group LP.  Moody's current shadow
rating is A1, compared to A2 at securitization.

The second largest shadow rated loan is the Metropolitan
Apartments I and II Loan of $46.5 million (3.8%), which is secured
by a Class A apartment complex.  Phase I contains 434 units and
was built in 1999; Phase II contains 274 units and was built in
2002.  The property is located in Atlanta, Georgia.  As of June
2006 the property was 94.3% occupied, compared to 94.0% at
securitization.  The net cash flow has declined due to increased
operating expenses.  The sponsor is Gables Residential REIT and
J.P. Morgan Fleming Asset Management.  The loan is interest only
for its entire term and matures in November 2008.  Moody's current
shadow rating is Ba1, compared to Baa3 at securitization.

The third largest shadow rated loan is the Paradise Point Resort
and Spa Loan of $44.1 million (3.6%), which is secured by a
462-room luxury resort hotel built in 1962 and renovated between
1998 and 2003.  The property is located in San Diego's Mission Bay
submarket, approximately 10 miles northwest of downtown San Diego,
California.  In addition to the $44.1 million A Note, there is a
$16.9 million B Note divided into rakes which are included in the
trust.  RevPAR for calendar year 2006 was $174.64, compared to
$144.44 at securitization.  The loan amortizes on a 300-month
schedule.  Moody's current shadow rating is Aaa, compared to Aa3
at securitization.

The fourth largest shadow rated loan is the West Park Village
Apartments Loan of $21.0 million (1.7%), which is secured by a
320-unit Class A apartment complex which includes 39,000 square
feet of retail space.  The property was built in 2001 and is
located in Tampa, Florida. As of September 2006 the property was
96.6% occupied, compared to 93.0% at securitization.  The property
has also benefited from a rental revenue increase.  The loan is
interest only for its entire five-year term.  Moody's current
shadow rating is Baa1, compared to Baa2 at securitization.

The largest conduit loan is Arapahoe Crossings Shopping Center
Loan of $47.7 million (3.9%), which is secured by a 466,000 square
foot retail power center built in phases between 1997 and 2001.
The property consists of 14 contiguous and free standing buildings
and is located in Aurora (Denver), Colorado.  The largest tenants
are Kohl's, Colorado Cinema Holding and Kroger.  As of September
2006 occupancy was 99.4%, compared to 100.0% at securitization.
Moody's LTV is 85.3%, compared to 87.5% at securitization.

The second largest conduit loan is the Shoppes at Grand Prairie A
Loan of $41.0 million (3.3%), which is secured by a 333,810 square
foot retail center built in 2001 and 2002.  The collateral space
is contained in eight contiguous buildings and is part of a larger
open-air, lifestyle center that contains a total of 488,000 square
feet.  The property is located in Peoria, Illinois.  The largest
tenants are Bergner's, Linens-n-Things and Borders.  As of
December 2006 occupancy was 96.0%, compared to 94.3% at
securitization.  Despite the occupancy increase, performance has
declined because of lower rental rates.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Moody's
LTV is in excess of 100.0%, the same as at securitization.

The third largest conduit loan is Elmwood Shopping Center Loan of
$35.5 million (2.9%), which is secured by a 458,000 square foot
retail power center built in 1972 and renovated in 1997.  The
property is located in Harahan approximately 10 miles west of New
Orleans, Louisiana.  The largest tenants are Elmwood Fitness
Marshalls and OfficeMax.  As of November 2006 occupancy was 91.9%,
compared to 90.0% at securitization.  Approximately 34.5% of the
building's space rolls over by year-end 2008.  Moody's LTV is
91.2%, compared to 95.8% at securitization.

The pool's collateral is a mix of retail (33.9%), multifamily &
manufactured housing (30.4%), industrial and self storage (10.4%),
office and mixed use (11.0%), U.S. Government securities (9.7%)
and lodging (4.6%).  The collateral properties are located in 34
states.  The highest state concentrations are California (32.9%),
Florida (7.1%), Texas (6.7%), Colorado (6.2%) and Georgia (5.6%).
All of the loans are fixed rate.


GENERAL MOTORS: Further Delays Filing of Reports Until March 16
---------------------------------------------------------------
General Motors Corp. has pushed back the filing of its Annual
Report on Form 10-K with the U.S. Securities and Exchange
Commission until March 16 after failing to make the March 1 filing
deadline.

The delay is due to the issues regarding the accounting for
deferred income tax liabilities and certain hedging activities
under the Statement of Financial Accounting Standards.

GM also intends to report restated results for the years ended
Dec. 31, 2002, to Dec. 31, 2005, and for the first three quarters
of 2006.

"As disclosed in prior [SEC] filings the current estimate of the
cumulative impact of the accounting adjustments under SFAS No. 133
to retained earnings, as of September 30, 2006, is an increase of
approximately US$200 million," the company disclosed in its SEC
filing.

"In addition, GM previously disclosed that retained earnings as of
December 31, 2001 and subsequent periods are understated by a
range of US$450 million to US$600 million due to an overstatement
of deferred tax liabilities.  GM currently estimates that the
deferred income tax liability overstatement is approximately US$1
billion.  This impact is partially offset by an estimated US$500
million adjustment to stockholders' equity related to taxation of
foreign currency translation, arising primarily prior to 2002, and
affects all periods through the third quarter of 2006.  The
estimate net effect of such tax adjustments results in an
understatement of stockholders' equity as of December 31, 2001 and
subsequent periods of approximately US$500 million," the company
said.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries including Belgium, France, Germany, India, Mexico,
and its vehicles are sold in 200 countries.  GM sells cars and
trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

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

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



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


GENERAL MOTORS: Wagoner Does Not Expect Auto Industry Tie-Up Soon
-----------------------------------------------------------------
General Motors Corp. Chief Executive Rick Wagoner does not expect
a consolidation in the U.S. auto industry in the near term despite
the intense pressures from fierce competition and excess
production capacity, Neal E. Boudette and Stephen Power of The
Wall Street Journal report.

The U.S. auto industry has enough plants to produce more vehicles
than it sells for at least 10 years, the Journal said, citing
Mr. Wagoner as saying in an interview.

Reuters' Kevin Krolicki cited Mr. Wagoner on Tuesday as saying
that escalating costs would mean more industry alliances and
mergers.

Reuters said in that report that according to Mr. Wagoner, the
costs of developing the next generation of automobiles, especially
the replacement for the traditional internal combustion engine,
meant that the industry would be driven toward deeper
collaboration.

GM is open to tie-ups with other automakers to develop an all-
electric car like the Chevrolet Volt concept that GM unveiled in
January, Mr. Wagoner said, as cited by Reuters.

Despite an expected 6 to 7% decline in its U.S. industry sales,
the automaker reported a 3.4% total sales increase last month, due
to an 11% retail sales increase.  

The company lowered its sales forecast for last month following
its decision to reduce sales to daily rental fleets.

As reported in the Troubled Company Reporter on Mar. 1, 2007, GM
reduced discounted fleet sales with the prospect of returning
to profitability in North America.  The move, according to
analysts, allowed the automaker to keep its assembly plants
running but eroded the value of its brands.

According to Reuters, GM planned to cut its daily rental sales
more than 200,000 units this year after a reduction of about
77,000 units in 2006.  The planned cuts would take GM's annual
rental-related sales below 700,000 units by the end of 2008 from
more than 1 million before the effort began.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 284,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, and
Vauxhall.

                          *     *     *

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


GENERAL NUTRITION: Receives Requisite Consents for Senior Notes
---------------------------------------------------------------
GNC Parent Corporation, parent company of General Nutrition
Centers, Inc., said Monday that with respect to its previously
announced tender offer to purchase any and all of its outstanding
Floating Rate Senior PIK Notes due 2011 (CUSIP Nos. 38012V-AA-5
and 38012V-AB-3), GNC Parent has received valid tenders and
consents representing a majority of the aggregate principal amount
of Parent Notes outstanding as of the Consent Date (as defined
below).

GNC Parent also disclosed that it executed the supplemental
indenture relating to the Parent Notes, which became effective
upon execution but will not become operative until after
acceptance of, and final payment for, the Parent Notes on the
Payment Date.

In addition, General Nutrition Centers said that with respect to
its previously announced tender offer to purchase any and all of
each of its outstanding 8-5/8% Senior Notes due 2011 (CUSIP No.
37047R-AE-7) and 8-1/2% Senior Subordinated Notes due 2010 (CUSIP
No. 37047R-AC-1), Centers has received valid tenders and consents
representing a majority of the aggregate principal amount of each
of the Centers Notes outstanding as of the Consent Date.  Centers
also executed the supplemental indentures relating to each of the
Centers Notes, which became effective upon execution but will not
become operative in each case until after acceptance of, and final
payment for, the respective Centers Notes on the Payment Date.

The consent deadline pursuant to the terms of the offers to
purchase and consent solicitation statements for each of the
Parent Notes and the Centers Notes expired at 5:00 p.m., New York
City time, on March 1, 2007.  In each case, rights to withdraw
tendered Notes and to revoke delivered consents terminated on the
Consent Date, except in limited circumstances or as otherwise
required by law.

Centers further said that the consideration payable for each of
the Centers Notes given the expected expiration date of 12:00
midnight, New York City time, on March 15, 2007 and the payment
date of March 16, 2007, is:

    * Holders who validly tendered and did not withdraw their
      Centers Senior Notes and related consents before the Consent
      Date will receive, for each $1,000 principal amount of
      Centers Senior Notes tendered, tender offer consideration
      equal to $1,066.40, which includes a $30 consent payment.

      Holders who tender their Centers Senior Notes and deliver
      their consents after the Consent Date, but before the
      Expiration Date, will receive, for each $1,000 principal
      amount of Centers Senior Notes tendered, tender offer
      consideration equal to $1,036.40 (which is the Total Centers
      Senior Notes Consideration less the Consent Payment).
      Accrued and unpaid interest will be paid on all Centers
      Senior Notes tendered and accepted for purchase.

    * Holders who validly tendered and did not withdraw their
      Centers Senior Sub Notes and related consents before the
      Consent Date will receive, for each $1,000 principal amount
      of Centers Senior Sub Notes tendered, tender offer
      consideration equal to $1,061.35, which includes the Consent
      Payment.

      Holders who tender their Centers Senior Sub Notes and
      deliver their consents after the Consent Date, but before
      the Expiration Date, will receive, for each $1,000 principal
      amount of Centers Senior Sub Notes tendered, tender offer
      consideration equal to $1,031.35.  Accrued and unpaid
      interest will be paid on all Centers Senior Sub Notes
      tendered and accepted for purchase.

The tender offers and consent solicitations for each of the Notes
are being conducted in connection with the previously announced
acquisition of Parent by an affiliate of Ares Management LLC and
the Ontario Teachers' Pension Plan.

J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are the
Dealer Managers for each of the tender offers and Solicitation
Agents for each of the consent solicitations.

Questions concerning the terms of each of the tender offers may be
directed to J.P. Morgan Securities Inc. at (800) 245-8812 (toll-
free) or to Goldman, Sachs & Co. at (800) 828-3182 (toll-free).
Copies of each of the Offers to Purchase may be obtained by
calling the information agent, MacKenzie Partners, Inc., toll-free
at (800) 322-2885 or at (212) 929-5500 (call collect).

Based in Pittsburgh, Pennsylvania, General Nutrition Centers,
Inc., is a wholly owned subsidiary of GNC Parent Corp. --
http://www.gnc.com/-- a specialty retailer of health and wellness  
products, including vitamins, minerals, herbal, and specialty
supplements, sports nutrition products and diet products.  The
company sells its products through a network of more than 5,800
locations operating under the GNC brand name and operates in three
business segments: retail, franchise and manufacturing/wholesale.

GNC's Asian operations include those in Indonesia and the
Philippines.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2007,
Moody's Investors Service assigned a B3 corporate family rating
and SGL-3 liquidity rating to General Nutrition Centers, Inc.

Moody's also rated GNC's proposed secured bank loan at B1, LGD2,
27%, senior notes at Caa1, LGD5, 77%, and senior subordinated
notes at Caa2, LGD6, 95%.  Proceeds from the new debt, together
with preferred and common equity from the new owners Ares
Management and Ontario Teachers' Pension Plan, will be used to
finance the leveraged buyout of GNC from Apollo Management for
total consideration of almost $1.7 billion.  The rating outlook is
stable.


GENERAL NUTRITION: Discloses Fourth Quarter Financial Estimates
---------------------------------------------------------------
General Nutrition Centers, Inc., an indirect wholly owned
subsidiary of GNC Parent Corporation, disclosed estimated ranges
with respect to certain of its financial results for the fourth
quarter ended December 31, 2006.

GNC disclosed the estimates in connection with its private debt
offering to be completed as part of the financing for the
previously announced agreement of GNC Parent Corporation to be
acquired by an affiliate of Ares Management LLC and the Ontario
Teachers' Pension Plan.

GNC plans to file its annual report on Form 10-K for the year
ended December 31, 2006, on or before March 31, 2007.  It is in
the process of completing its audit for 2006 and, as a result, the
ranges presented below are preliminary and unaudited.

GNC expects to report these results for the fourth quarter of
2006:

    * net revenues of between $345.2 million and $350.2 million
      compared to $325.4 million for the same period in 2005;

    * net cash provided by operating activities of between
      $4.3 million and $5.8 million compared to $29.5 million for
      the same period in 2005;

    * EBITDA of between $16.6 million and $18.5 million compared
      to $29.0 million for the same period in 2005; and

    * Adjusted EBITDA of between $39.2 million and $41.1 million
      compared to $30.2 million for the same period in 2005.

GNC does not intend to update or otherwise revise these estimates.

GNC also disclosed that, as of December 31, 2006, it operated
2,554 company-owned stores in the United States, 134 company-owned
stores in Canada, 1,046 domestic franchised stores, 961
international franchised stores in 48 international markets, and
1,227 store-within-a-store locations.

Based in Pittsburgh, Pennsylvania, General Nutrition Centers,
Inc., is a wholly owned subsidiary of GNC Parent Corp. --
http://www.gnc.com/-- a specialty retailer of health and wellness  
products, including vitamins, minerals, herbal, and specialty
supplements, sports nutrition products and diet products.  The
company sells its products through a network of more than 5,800
locations operating under the GNC brand name and operates in three
business segments: retail, franchise and manufacturing/wholesale.

GNC's Asian operations include those in Indonesia and the
Philippines.

                           *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Moody's Investors Service assigned a B3 corporate family rating
and SGL-3 liquidity rating to General Nutrition Centers, Inc.

Moody's also rated GNC's proposed secured bank loan at B1, LGD2,
27%, senior notes at Caa1, LGD5, 77%, and senior subordinated
notes at Caa2, LGD6, 95%.  Proceeds from the new debt, together
with preferred and common equity from the new owners Ares
Management and Ontario Teachers' Pension Plan, will be used to
finance the leveraged buyout of GNC from Apollo Management for
total consideration of almost $1.7 billion.  The rating
outlook is stable.


GEORGIA GULF: Form 10-K Filing Delay Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Georgia
Gulf Corp. on CreditWatch with negative implications.  The
corporate credit rating on the Atlanta, Geoirga-based company is
'BB-'.

At Sept. 30, 2006, Georgia Gulf had approximately $1.8 billion in
debt, following the acquisition of the Royal Group Inc.
    
"The CreditWatch follows Georgia Gulf's recent announcement of a
delay in filing its fiscal 2006 10-K financial report, and our
concern regarding deterioration in the company's key market for
residential housing," said Standard & Poor's credit analyst Paul
Kurias.

Standard & Poor's will resolve the CreditWatch listing after the
company files its financial reports, and following its review of
the impact of the weakness in the housing market on the company's
performance and of progress on the integration of the Royal Group
business.

Standard & Poor's are concerned that a protracted downturn in the
housing market in 2007 will forestall the expected trend of
improvement in the company's financial profile to support current
ratings.  Standard & Poor's expectation at the existing ratings is
for funds from operations to total adjusted debt to improve to
levels above 15%, from estimated levels of slightly over 10% pro
forma for the acquisition, at closing.

In October 2006, Standard & Poor's lowered the corporate credit
rating to 'BB-' from 'BB+' following the debt-funded acquisition
of the Royal Group business to reflect integration risk, higher
debt levels, and increased exposure to a weakening housing market.

Liquidity is sufficient, with about $290 million of availability
under a new $375 million revolving credit facility at the closing
of the transaction.  The businesses have maintained a record of
free cash generation in recent years and are expected to continue
to generate modest free cash flow.  The revolving credit facility
and expected free cash flow should enable Georgia Gulf to manage
short-term increases in working capital requirements caused by
seasonality in the PVC products business or cyclicality in the
resin business.  Seasonal working capital swings have been as high
as $150 million in the PVC products business.  The debt
amortization schedule is favorable.

Georgia Gulf is an integrated producer of chlorovinyl products,
aromatic chemicals, and PVC home building and improvement products
with estimated annual revenues of approximately $3.8 billion, pro
forma for the acquisition of the Royal Group.


GIBRALTAR LTD: Notes' Payment Cues S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, and C notes issued by Gibraltar Ltd., an arbitrage CBO
transaction managed by Seneca Investment Management LLC.

Standard & Poor's previously rated the class C notes BB+.

The rating withdrawals follow the redemption of the notes pursuant
to section 9.1(a) of the indenture.  The redemption took place on
the Feb. 26, 2007, payment date.


GOLDEN NUGGET: S&P Holds BB- Rating and Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Landry's Restaurants Inc. and its wholly owned
subsidiary, Golden Nugget Inc.  Ratings for both entities were
removed from CreditWatch with negative implications, where they
were placed on Jan. 16, 2007.  

This action follows the company's failed attempt to acquire Smith
& Wollensky Restaurant Group Inc.  The outlook is negative.

On Jan. 16, 2007, Landry's reported interest in acquiring
Smith & Wollensky for $7.50 per share in cash, or a total of about
$64 million.  On Feb. 26, 2007, Smith & Wollensky instead agreed
to be acquired by Patina Restaurant Group LLC for about
$79.6 million in cash.

The ratings on Houston, Texas-based Landry's reflect the company's
small size in the highly competitive casual dining sector of the
restaurant industry, its acquisitive history, high leverage, and
limited track record of managing gaming properties.  These risks
are only partially offset by the company's good presence in the
causal seafood dining sector, good locations for its restaurants,
and adequate financial flexibility.

"The negative outlook," said Standard & Poor's credit analyst
Stella Kapur, "reflects pro forma credit metrics which remain
somewhat weak for current rating levels."

Lease-adjusted debt to EBITDA would need to strengthen to the
mid-4x area before a stable outlook would be considered.

"A significant deterioration in either restaurant or gaming
profitability levels," Ms. Kapur explained further, "or a
meaningful debt-financed acquisition leading to weaker credit
metrics could result in a lower rating."


GRANITE BROADCASTING: Files Amended Chapter 11 Plan
---------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates delivered an
Amended Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Southern District
of New York.

The Court, on March 2, 2007, entered its formal order approving
the Debtors' Disclosure Statement citing that it contained
adequate information within the meaning of Section 1125 of the
Bankruptcy Code; all objections to the Disclosure Statement that
have not been otherwise resolved, are overruled.

                      Overview of the Plan

The Amended Plan provides, among other things, a revised
classification and treatment of claims and interests, provisions
for the assumption and rejection of executory contracts and
unexpired leases, and the deletion of the provision for minimum
distribution.

The Amended Plan also incorporates:

   i. the appointment of Andrew Hruska, Esq., at King & Spalding
      LLC, on Feb. 23, 2007, as Examiner;

  ii. the stipulations resolving claims filed by Stuart Beck and
      Twentieth Television and Twentieth Century Fox Film
      Corporation; and

iii. biographical information regarding the management of the
      Reorganized Debtors.

                 Reorganization Considerations

The Amended Plan provides for certain conditions that must be
satisfied or waived prior to confirmation of the Plan including
that (i) the total amount of Cash required to pay Allowed Claims
in Classes 4A, 5, 6, 7, 8, and 9 will not exceed $11,000,000, and
(ii) the occurrence of the Plan Effective Date.

According to the valuation analysis prepared by the Debtors'
financial advisor, Houlihan Lokey Howard & Zukin Capital, Inc.,
the value of the collateral securing the Secured Claims is less
than the amount of the Claims, and, therefore, holders of (i)
Claims in Classes 4A, 5, 6, 7, 8, and 9 and (ii) Interests in
Classes 10, 11, and 12 are not entitled to receive a distribution
under the Plan or the Bankruptcy Code's distribution priority
scheme.

The Debtors' note that there is no assurance that the Court will
adopt their position on this matter, and therefore, holders of
interests in Classes 10, 11 and 12 should not assume that they
will necessarily receive the projected distributions unless and
until the Court enters the confirmation order.  

Because the distributions to Classes 10, 11 and 12 are not
mandatory under the Bankruptcy Code, under certain circumstances,
the Debtors could modify the Plan to increase, reduce, or
eliminate the distributions to holders of interests in Classes 10,
11, and 12 without providing any notice regarding the
modifications to the parties.  Holders of interests in Classes 10,
11, and 12 are advised to monitor closely the process leading to
Plan confirmation.

             Classification of Claims and Interests

The First Amended Plan classifies claims and interests into 14
classes:

   Class  Description       Recovery           Amount
   -----  -----------       --------           ------
    N/A   DIP Claims             100%    Undetermined

    N/A   Administrative         100%      $2,530,105
          Expenses      

    N/A   Compensation and       100%       6,460,000
          Reimbursement
          Claims of
          Professionals

    N/A   Priority Tax           100%               0
          Claims

   1A-IF  Secured Claims        90.9%     496,172,870

     2    Secured Tax            100%               0
          Claims     

     3    Priority Non-Tax       100%               0
          Claims          

    4A    Granite General        100%       2,086,899
          Unsecured Claims

    4B    Malara Guaranty          0%        up to
          Claims                           29,281,000

     5    KBWB General           100%       8,056,750
          Unsecured Claims

     6    KBWB License           100%               0
          General
          Unsecured Claims

     7    WEEK-TV                100%               0
          License General
          Unsecured Claims

     8    WXON General           100%         129,817
          Unsecured Claims

     9    WXON License           100%               0
          General
          Unsecured Claims

    10    Preferred                0%             N/A
          Interests

    11    Class A                  0%             N/A
          Interests

    12    Class B                  0%             N/A
          Interests

    13    Securities               0%               0
          Claims

    14    Subordinated             0%               0
          Claims

Holders of claims in Classes 1A-1F, 4A, 5, 6, 7, 8, and 9, as of
March 2, 2007, are entitled to vote on the Plan.  Classes 2 and 3
are conclusively presumed to accept the Plan and are not entitled
to vote.  Holders of claims in Classes 4B, 10, 11, 12, 13, and 14
are deemed to reject the Plan and are not entitled to vote.

Classes 1A-1F, 4A, 4B, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 are
impaired.  Classes 2 and 3 are unimpaired.

The First Amended Plan provides a full recovery to unsecured
creditors and a partial recovery to Granite's preferred and common
stockholders.  In the aggregate, approximately 90% of the holders
of the Secured Claims have agreed to, or indicated that they
intend to, support the Plan.  Holders of Secured Claims will
transfer a portion of their recoveries to holders of General
Unsecured Claims, Preferred Interests, Class A Interests, and
Class B Interests.  Holders of the Term Loan A Claims and Term
Loan B Claims have also agreed to forego payment in Cash by the
Debtors of postpetition interest subject to the Plan being
confirmed and consummated.

Holders of an additional approximate 17% of the principal amount
of the Debtors' Secured Notes have indicated that they intend to
vote to support the Plan, subject to definitive documentation of a
shareholders' agreement and related documentation, the principal
terms of which have been negotiated and a copy of which
will be included in a Plan Supplement.  

The Debtors disclose that Plan Supplements will be filed with the
Court prior to April 6, 2007.  No later than March 30, documents
to be included in the Plan Supplements will be available at
http://www.nysb.uscourts.govas they become available.

For each month beyond Mar. 31, 2007, until the actual effective
date of the Plan, the valuation level required to provide a
distribution to holders of Preferred Interests increases by
approximately $4,500,000 due to the accrual of postpetition
interest on the Secured Claims at the default rate.

                       Examiner's Report

The Debtors do not believe that the Examiner's Investigation will
uncover any claims held by the Debtors against the holders of
Secured Claims because they contend that the allegations are
wholly without merit.

Silver Point Finance, LLC, concurs in the Debtors' belief, and
additionally believes that the Debtors may hold claims against
Harbinger Capital Partners Master Fund I, Ltd. and GoldenTree High
Yield Master Fund II, Ltd.

In addition, the Debtors believe that their board of directors
fulfilled their fiduciary duties in consummating the Prepetition
Credit Agreement, the Restructuring Support Agreement, and
otherwise.

Harbinger Capital, GoldenTree and MFC Global Investment
Management (U.S.), LLC -- the Preferred Equity Shareholders --
however, believe the matters to be investigated have merit and
could result in damages being recovered by the Debtors resulting
in additional value available to be distributed to holders of
Claims and Interests and, thus, could affect the distributions
contemplated by the Plan.

Although the Debtors do not believe there is any merit to the
allegations that any of their lenders could be deemed an "insider"
of the Debtors or that any avoidable transfers were made to these
lenders, a contrary determination by the Court could have these
consequences:

   (a) the period during which payments made by the Debtors to an
       entity found to be an insider, may be avoided as
       preferential payments may be extended from 90 days before    
       the Petition Date to one year before the Petition Date;
       and

   (b) any ballots cast by an entity found to be an insider may
       not be counted for purposes of determining whether the
       Plan satisfies the requirement for confirmation set forth
       in Section 1129(a)(10).

The Examiner' Report, due on April 2, 2007, will be posted on the
Voting Agent's Web site at http://www.trumbullgroup.comand will  
be available upon written request to the Voting Agent.

A full-text copy of Granite's First Amended Plan of Reorganization
is available at no charge at:

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

A full-text copy of Granite's Disclosure Statement explaining the
First Amended Plan is available at no charge at:

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

                  About Granite Broadcasting

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides     
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.

The Debtors' exclusive period to file a plan expires on April 10,
2007.


GRANITE BROADCASTING: Confirmation Hearing Scheduled on April 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on April 16, 2007, to
consider confirmation of Granite Broadcasting Corp. and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.  

Objections to Plan, if any, are due at 4:00 p.m., on April 6.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides     
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The company and five of its debtor-affiliates filed for chapter 11
protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984).  
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, it estimated
assets of $443,563,020 and debts of $641,100,000.

The Debtors' exclusive period to file a plan expires on April 10,
2007.


GREAT ATLANTIC: To Buy Pathmark for $1.3 Billion in Cash
--------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. reported that its
wholly owned subsidiary, Sand Merger Corp., had entered into an
Agreement and Plan of Merger with Pathmark Stores, Inc., dated
Mar. 4, 2007, pursuant to which the Great Atlantic, through
Sand Merger, would acquire all of the shares of Pathmark for
approximately $1.3 billion in cash, stock and debt assumption
or retirement.

The merger is not conditioned upon receipt of financing by
Great Atlantic, however, in connection with entry into the Merger
Agreement, Great Atlantic has entered into a Commitment Letter
dated as of Mar. 4, 2007, pursuant to which Banc of America
Securities LLC, Bank of America, N. A. and Banc of America Bridge
LLC, Lehman Brothers Commercial Bank, Lehman Brothers Inc. and
Lehman Commercial Paper Inc. have committed to provide financing
to support the acquisition.

The commitment provides for up to $1.395 billion of senior secured
credit facilities, of which up to $615 million will be a five-year
ABL facility and up to $780 million will be a twelve-month bridge
facility.

It is presently contemplated that the company will finance the
merger through a combination of:

   -- borrowings under a senior secured revolving credit facility;

   -- either the issuance and sale by Great Atlantic of senior
      secured notes or borrowings under a senior secured bridge
      loan;

   -- the issuance to Pathmark's shareholders of Great Atlantic's      
      common equity; and

   -- proceeds from the sale of up to 7.1 million shares of Metro,
      Inc. stock and, if needed, the issuance of Great Atlantic's
      common and preferred stock.

The commitments are subject to various conditions, including
consummation of the Merger in accordance with the Merger Agreement
and other customary closing conditions.

Founded in 1859, The Great Atlantic & Pacific Tea Company, Inc.
(NYSE: GAP) -- http://www.aptea.com/-- operates supermarket   
chains with 410 stores in 9 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, The Food
Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-Center
and Food Basics.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 7, 2007,
Moody's Investors Service placed the long term ratings of The
Great Atlantic & Pacific Tea Co. under review for possible
downgrade and affirmed the Speculative Grade Liquidity Rating of
SGL-3.


GREEKTOWN HOLDINGS: S&P Holds B Rating on $390MM Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Detroit, Michigan-based Greektown Holdings LLC's senior secured
financing, following the company's proposed $100 million in
additional secured borrowings.  

Proposed changes to Greektown's credit facilities are:

   * A $37.5 million add-on to the existing $190 million term loan
     B,

   * A $37.5 million delayed-draw term loan B; and

   * A $25 million increase to the existing $100 million revolving
     credit facility.

Standard & Poor's rate the secured bank facility, which will total
$390 million following the proposed changes, 'B' with a recovery
rating of '3', indicating the expectation for meaningful recovery
of principal in the event of a payment default.  Proceeds from the
proposed transaction are expected to fund a portion of the
company's expansion project.

"At the same time, we affirmed our other existing ratings on
Greektown Holdings LLC, including the 'B' corporate credit
rating," said Standard & Poor's credit analyst Guido DeAscanis
III.

The rating outlook is negative.  Greektown Holdings is the parent
company of Greektown Casino LLC.

The 'B' corporate credit rating on Greektown reflects the
expectation for high debt levels over the next few years to fund
payments to minority owners and the expansion of Greektown Casino,
the company's reliance on a single property for cash flow
generation, and the risks to cash flow at the existing facility
associated with potential disruptions caused by the proposed
expansion.  

In addition, the rating reflects the expectation that the Sault
Ste. Marie Tribe of Chippewa Indians would support Greektown in
curing any potential breaches of financial covenants imposed by
the Michigan Gaming Control Board, as well as in meeting the
company's obligation to make payments to minority owners.


HANLEY WOOD: $110 Million Add-on Cues S&P to Affirm B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' bank loan
rating and recovery rating of '3' on the bank facility of Hanley
Wood LLC, following the company's report that it will add
$110 million to its first-lien term loan.  The '3' recovery rating
indicates an expected meaningful recovery of principal in the
event of a default.

At the same time, Standard & Poor's affirmed its existing 'B'
corporate credit rating on Hanley Wood.  The outlook remains
stable.

Pro forma for the proposed add-on term loan, the bank facility
will consist of a $75 million revolving credit facility due 2013
and a $400.9 million term loan B due 2014.  Proceeds from the
proposed add-on term loan will be used to repay $105 million of
existing 12.25% senior subordinated notes, which were previously
unrated.

"The ratings reflect high financial risk resulting from the August
2005 leveraged acquisition of the company, cyclical operating
performance, and limited business diversity," said
Standard & Poor's credit analyst Michael Altberg.

"These factors are only partially offset by the company's good
niche competitive positions in the publishing and exhibition
industries."

Hanley Wood is a leading specialized business-to-business media
company serving the residential and commercial construction
industry.


INTERPUBLIC GROUP: Posts $31.7 Million Net Loss in Full Year 2006
-----------------------------------------------------------------
The Interpublic Group of Cos., Inc. reported total revenues of
$6.19 billion for the year ended Dec. 31, 2006, down from total
revenues of $6.27 billion in 2005.

For the year ended Dec. 31, 2006, the company incurred a net loss
of $31.7 million compared to a $262.9 million net loss in 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $11.86 billion, total liabilities of $9.92 billion, and
$1.94 billion in stockholders' equity.

As of Dec. 31, 2006, cash and cash equivalents and marketable
securities were $1.95 billion, versus $2.07 billion as of Dec. 31,
2005.  The decrease is primarily due to working capital usage, as
well as costs associated with capital markets activity and capital
expenditures, partially offset by improved operating results.

                    Material Weaknesses in 2005

Management initiated a comprehensive remediation program, aimed at
remediating the material weaknesses disclosed in the company's
2005 Annual Report on Form 10-K by Dec. 31, 2007.  

Cross-functional teams were established to focus on the material
weaknesses.  During 2006, the company combined multiple agency
controller organizations by region, except in North America, into
a central unit.  These actions and specific changes in internal
control over financial reporting resulted in the remediation of
certain material weaknesses during the fourth quarter of 2006.

The company continues to have remaining material weaknesses
attributable partly to its decentralized structure and the number
of disparate accounting systems of varying quality and
sophistication that it utilizes across the company.  It has
developed a work plan with the goal of remediating all of the
identified material weaknesses by the time the company files its
Annual Report on Form 10-K for the year ending Dec. 31, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ad3

               About Interpublic Group of Cos., Inc.

New York-based, Interpublic Group of Cos., Inc. (NYSE:IPG)
-- http://www.interpublic.com/-- is an advertising agency and  
marketing services company.  The Interpublic Group has about
42,000 employees working in offices in more than 130 countries,
including Argentina, Brazil, Barbados, Belize, Chile, Colombia,
Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala,
Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Puerto
Rico, Peru, Uruguay, and Venezuela.


INTERPUBLIC GROUP: Good Performance Cues Moody's Stable Outlook
---------------------------------------------------------------
Moody's Investors Service changed The Interpublic Group of
Companies, Inc.'s outlook to stable from negative and affirmed its
Ba3 corporate family rating, its Ba3 debt ratings, and its SGL-1
assessment.

The outlook change reflects a decrease in the likelihood that
Moody's will downgrade IPG's ratings over the near term to
intermediate term, due to stabilized revenue, improving margins
due to declining costs, and better than expected remediation
progress in the first year of its three-year turnaround.

The most severe revenue and margin issues have been isolated to a
few subsidiaries.  Moody's expects IPG will achieve revenue growth
in the mid-single digits and operating margins in the low double
digits by 2008, unless disrupted by cyclical economic contraction
in the company's dominant operating regions.

Despite clear signs of improvement, IPG's current and near term
operating performance remain significantly below that of its
peers, and the company's margins and free cash flow remain
lackluster and therefore the company remains weakly positioned for
its Ba3 rating.  Moody's anticipates steady improvements including
total debt to EBITDA comfortably under 6x by the end of 2007.  The
Ba3 rating also anticipates a decline in professional fees to help
restore the company's operating profit margins.

Outlook Actions:

   * Interpublic Group of Companies, Inc.

      -- Outlook, Changed To Stable From Negative

The Interpublic Group of Companies, Inc. with its headquarters in
New York, is one of the largest advertising, marketing and
corporate communications holding companies in the world.  The
Corporate Family Rating is Ba3 with a stable outlook.  Annual
revenues approximate $6.2 billion.


INTERSTATE BAKERIES: Philip Vachon Appointed to Board of Directors
------------------------------------------------------------------
Interstate Bakeries Corporation disclosed that Philip A. Vachon,
49, has been appointed to its Board of Directors.  The Equity
Committee organized in IBC's chapter 11 proceedings recommended
Mr. Vachon to fill the vacancy left by the resignation of David N.
Weinstein.

"We are pleased to have Phil join our Board," Chairman of the
Board Michael Anderson said.  "His experience and skills will be
beneficial in guiding IBC forward in a positive direction."

Mr. Vachon presently serves as chief executive officer and
chairman of the board of Liberate Technologies.  Before becoming
chief executive officer of Liberate, Mr. Vachon served as its head
of sales, and then president of the company.  Mr. Vachon
previously served in a number of senior sales positions over a
nine-year period for Oracle Corporation.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts.  The Debtors' exclusive period to file a
chapter 11 plan expires on June 2, 2007.  (Interstate Bakeries
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


IPIX CORP: Final Auction of Remaining Assets Scheduled on March 27
------------------------------------------------------------------
The bidding for IPIX Corporation assets isn't over, according to
Tranzon Fox Baltimore/Washington Regional President Stephen
Karbelk, sales agent for IPIX's Chapter 7 trustee Donald F. King.

Assets that remain for sale include trademarks, video equipment
and accessories plus the brand name "IPIX."  All sales are subject
to U.S. Bankruptcy Court approval according to Mr. King, who heads
the bankruptcy & creditors' rights practice group for Fairfax,
Virginia -- based Odin, Feldman & Pittleman.  Mr. King tapped
Tranzon Fox, a full-service auction firm and member company of the
national auction organization Tranzon, LLC, last summer to
organize a series of auctions for the orderly liquidation of IPIX.

This final auction is scheduled for Tuesday, March 27, 2007 at
1:00 pm in the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division's 200 Washington Street location.  
Motions to approve the sales to the highest bidders will be made
immediately after the auction's conclusion.  The initial offer
price for all of the remaining assets is $50,000.  The book value
of the assets was over $1 million.

"The remaining IPIX assets have potential for alternative uses,
especially with the coveted www.ipix.com website address included
in the sale," Stephen Karbelk, Regional President of Tranzon Fox,
noted.

IPIX earned an international reputation for the quality of its
high-resolution digital 360-degree video cameras and immersive
still photography business.  The 360-degree video camera
technology merges two 180-degree pictures to provide full
panoramic views from all angles -- ideal for homeland security
purposes, including airport surveillance, U.S. border management
and military operations.

Mr. Karbelk said Tranzon Fox received more than 400 inquiries from
around the world just about these IPIX assets.  The three highest
bidders went head-to-head, with Sony emerging as the winner.  The
purchase was for all of IPIX's patents and patent applications.

Those interested in bidding on the remaining IPIX assets may
contact Stephen Karbelk or Meg Vavrick at Tranzon Fox at (703)
539-8644 or via e-mail at mvavrick@tranzon.com

Tranzon Fox is a full-service auction company and a member company
of Tranzon, L.L.C., with offices in Virginia Beach, Richmond and
Fairfax, VA as well as the Baltimore metro area.  Founded in 2001,
Tranzon, L.L.C. is headquartered in Richmond, Virginia and has 14
independently owned and operated member auction companies that
collectively have more than 20 offices coast-to- coast.  The
professionals working at Tranzon member companies specialize in
providing real estate, business asset and liquidation auction and
accelerated marketing services to corporations, financial
institutions, trustees, individuals and estates throughout the
U.S.

                        About IPIX Corp.

Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ: IPIX)
-- http://www.ipix.com/-- provides immersive imaging products for   
government and commercial applications.  The company's immersive,
360-degree imaging technology has been used to create high-
resolution digital still photography and video products for
surveillance, visual documentation and forensic analysis.

The Company filed a voluntary petition for relief under Chapter 7
of the U.S. Bankruptcy Code on July 31, 2006 (Bankr. E.D. Va.
Case No. 06-10856.  As a result of the filing, IPIX terminated all
business activities after concluding it didn't have sufficient
funding to remain solvent and was unsuccessful in securing the
additional funding crucial for continued operation.


JACOB KAMUONKA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jacob Kamuonka
        aka Jacob Kamvonka
        415 Ocean Parkway, Apartment 2G
        Brooklyn, NY 11218-4741

Bankruptcy Case No.: 07-41084

Chapter 11 Petition Date: March 6, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Alina N. Solodchikova, Esq.
                  Law Offices of Stephen B. Kass
                  225 Broadway, Suite 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640

Total Assets: $1,313,165

Total Debts:  $1,940,364

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mortgage Lenders              705 Hibiscus Lane,        $524,000
213 Court Street              Vero Beach, FL            Secured:
Middlesex Corp. Center        32963                     $465,000
Middletown, CT 06457          The house will be
                              rejected within the
                              bankruptcy.

Harbor Federal Savings        Non-residential           $306,229
P.O. Box 1300                 property located at
Fort Pierce, FL 34954         1119 Palmetto Ave.,
                              Melbourne, FL

Century Bank                  669 Banyan Road,          $300,000
c/o Scott D. McKay            Vero beach, FL 32963      Secured:
2055 Wood Street, 120         Arrears of $26,090        $285,000
Sarasota, FL 34237            Property will be
                              rejected

Chase Home Finance, LLC       Primary residence         $269,480
P.O. Box 830016               at 415 Ocean Parkway      Secured:
Baltimore, MD 21283-0016      2G Brooklyn, NY 11218     $250,000
                              Arrears of $9,480

Green Point Savings           705 Hibiscus Lane,         $74,943
                              Vero Beach, FL            Secured:
                              32963                     $465,000
                              Arrears of $28,000
                              Second residence

Sallie Mae Servicing          Educational                $52,269

Chase/Bank One                For purchases of           $45,921
                              miscellaneous
                              consumer goods,
                              necessities and
                              living expenses

Bank of American/Monogram     For purchases of           $25,810
                              miscellaneous
                              consumer goods,
                              necessities and
                              living expenses

Chase                         Credit card                $13,412

Discover Fin                  Credit card                $12,950

Chase Card Member Services    For purchases of            $8,832
                              miscellaneous
                              consumer goods,
                              necessities and
                              living expenses

415 Ocean Owners, Inc.        Primary residence           $7,750
                              at 415 Ocean Parkway      Secured:
                              2G, Brooklyn, NY          $250,000
                              11218                 Senior lien:
                                                        $269,480

Citi Business Card            Business expenses           $7,704

Chase Card Member Services    For purchases of            $6,621
                              miscellaneous
                              consumer goods,
                              necessities and
                              living expenses

Bank of American/Monogram     For purchases of            $6,345
                              miscellaneous
                              consumer goods,
                              necessities and
                              living expenses

Amex                          Credit card                 $2,273

Gembppbycr                    Credit card                 $1,776

US Dept. of Education         Educational student           $914
                              loan

Indian River County           Water charges for              $89
                              Hibiscus property

ABE Anscelovics DDS           Medical bill not               $49
                              covered by
                              insurance


JIM CANDLER: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jim Candler, LLC
        7490 Bershire Lane
        Indianapolis, IN 46229

Bankruptcy Case No.: 07-01674

Chapter 11 Petition Date: March 6, 2007

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  William J. Tucker & Associates, LLC
                  429 North Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Apartment Guide                  Advertising Services      $5,130
c/o Szabo Associates
3355 Lenox Road, Northeast
9th Floor
Atlanta, GA 30326-1332

Verizon Wireless                 Cellular Phone              $926
P.O. Box 9058                    Services
Dublin, OH 43017

Michael J. Williams, Receiver                                $926
Arbor Village Apartments
Linwood Square Apartments
Moynahan Williams, Inc.
P.O. Box 2465
Indianapolis, IN 46206


KARA HOMES: Auction Sale on Six Subdivisions Slated for March 22
----------------------------------------------------------------
Kara Homes Inc. is holding up for sale two additional single-
family subdivisions in Middlesex and Ocean Counties, New Jersey at
an auction set for March 22, 2007.

The properties are:

   1. Woodland Estates
      North Edison, NJ
      Parcel 6320
      19-Site Subdivision
      All sites vacant

   2. Park Meadow
      Edison, NJ
      Parcel 6325
      7 Remaining Sites in
      16-Site Subdivision
      1 partially completed home
      6 vacant sites

As reported in the Troubled Company Reporter on Feb. 20, 2007, the
Debtor obtained authority from the U.S. Bankruptcy Court for the
Western District of New Jersey to sell four of its single-
family subdivisions at an auction set on March 22:

   a) Prospect Ridge Estates
      Stafford Township, NJ
      Parcel 6340
      10-Site Subdivision
      4 partially completed homes
      6 vacant sites

   b) Dayna Estates
      North Dover, NJ
      Parcel 6335
      5-site subdivision
      3 partially competed homes
      2 vacant sites

   c) Hartley Estates
      Little Egg Harbor, NJ
      Parcel 6345
      9-Site Subdivision
      1 partially completed home
      8 vacant sites

   d) Sterling Acres
      Monroe, NJ
      Parcel 6330
      5 Adjacent Sites in a 24-site subdivision
      5 partially completed homes

For brochure and terms of the sale, contact:

    Sheldon Good & Company
    Suite 400
    333 W. Wacker Drive
    Chicago, IL 60606
    Tel: (800) 516-0014

Sheldon Good & Company is a full-service real estate marketing
firm.  Its business consists of four separate divisions: Auction,
Brokerage, Consulting and Financial Services.  The firm is
headquartered in Chicago, with offices in New York City, Denver,
and Houston.

                        About Kara Homes

Based in East Brunswick, New Jersey, Kara Homes Inc. aka
Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  David L. Bruck, Esq., at Greenbaum,
Rowe, Smith, et al., represents the Debtor.  Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$350,179,841 and total debts of $296,840,591.

On Oct. 9, 2006, nine affiliates filed separate chapter 11
petitions in the same Bankruptcy Court.  On Oct. 10, 2006, 12 more
affiliates filed chapter 11 petitions.


LANDRY'S RESTAURANTS: S&P Holds BB- Rating & Removes Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Landry's Restaurants Inc. and its wholly owned
subsidiary, Golden Nugget Inc.  Ratings for both entities were
removed from CreditWatch with negative implications, where they
were placed on Jan. 16, 2007.  

This action follows the company's failed attempt to acquire Smith
& Wollensky Restaurant Group Inc.  The outlook is negative.

On Jan. 16, 2007, Landry's reported interest in acquiring
Smith & Wollensky for $7.50 per share in cash, or a total of about
$64 million.  On Feb. 26, 2007, Smith & Wollensky instead agreed
to be acquired by Patina Restaurant Group LLC for about
$79.6 million in cash.

The ratings on Houston, Texas-based Landry's reflect the company's
small size in the highly competitive casual dining sector of the
restaurant industry, its acquisitive history, high leverage, and
limited track record of managing gaming properties.  These risks
are only partially offset by the company's good presence in the
causal seafood dining sector, good locations for its restaurants,
and adequate financial flexibility.

"The negative outlook," said Standard & Poor's credit analyst
Stella Kapur, "reflects pro forma credit metrics which remain
somewhat weak for current rating levels."

Lease-adjusted debt to EBITDA would need to strengthen to the
mid-4x area before a stable outlook would be considered.

"A significant deterioration in either restaurant or gaming
profitability levels," Ms. Kapur explained further, "or a
meaningful debt-financed acquisition leading to weaker credit
metrics could result in a lower rating."


LITTLE PROFESSIONALS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Little Professionals, Inc.
             2324 Turnpike Street
             North Andover, MA 01810

Bankruptcy Case No.: 07-40769

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      James-Morgan Realty Trust One, LLC         07-40768

Type of Business: The Debtor operates a child care center.

Chapter 11 Petition Date: March 6, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Michael B. Feinman, Esq.
                  Feinman Law Offices
                  23 Main Street
                  Andover, MA 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852

                                Total Assets    Total Debts
                                ------------    -----------
Little Professionals, Inc.          $183,025     $3,324,716

James-Morgan Realty Trust         $2,500,030     $2,893,137
   One, LLC

List of 20 Largest Unsecured Creditors of Little Professionals,
Inc., and James-Morgan Realty Trust One, LLC:

   Entity                                           Claim Amount
   ------                                           ------------
   Salem Five Cents Savings                           $1,320,000
   210 Essex Street                              Collateral FMV:
   Salem, MA 01970                                      $137,000

   New England Certified Dev. Corp.                     $782,000
   500 Edgewater Drive, Suite 555
   Wakefield, MA 01880

   Tufts Health Plan                                     $18,696
   P.O. Box 9224
   Chelsea, MA 02150

   MHF Design Consultants, Inc.                          $18,029
   c/o Johnson & Borenstein, LLC
   12 Chestnut Street
   Andover, MA 01810

   Ford Motor Credit Corp.                               $14,000
                                                 Collateral FMV:
                                                         $10,000

   Town of North Andover                                 $11,163

   North Andover Fire Department                          $7,200

   Keyspan Energy Delivery                                $4,863

   National Grid Processing Center                        $4,629

   National Grid Processing Center                        $4,000

   Delta Dental Plan of Massachusetts                     $3,487

   System 4-North Andover                                 $3,204

   Chase Automotive Finance                               $3,056

   Coverall of Boston                                     $3,009

   Keyspan Energy Delivery                                $2,841

   Pilgrim Insurance Company                              $2,386

   National Grid Processing Center                        $2,277

   Keyspan Energy Delivery                                $2,110

   National Grid Processing Center                        $2,105

   Keyspan Energy Delivery                                $1,938


LONG BEACH: S&P Holds Class B Certificates' Rating at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all of
the classes issued by Long Beach Mortgage Loan Trust 2006-10.  The
ratings have not changed since issuance.

Due to administrative error, four incorrect ratings were released
when they were first assigned Nov. 13, 2006.  The ratings, as they
are affirmed in the list below, are the same as they were when
this transaction was issued.

The affirmations are based on sufficient credit support to
maintain the current ratings on the certificates.  As of the Feb.
25, 2007, distribution date, the overcollateralization level was
at its target of 2.25% of the original pool balance.  There were
no severely delinquent loans and this transaction has not
experienced any losses.

This transaction utilizes a combination of subordination, excess
interest, and overcollateralization as credit support.
    
                         Ratings Affirmed
     
                  Long Beach Mortgage Loan Trust

          Series      Class                       Rating
          ------      -----                       ------
          2006-10     I-A, II-A1, II-A2, II-A3    AAA
          2006-10     II-A4                       AAA
          2006-10     M-1                         AA+
          2006-10     M-2, M-3                    AA
          2006-10     M-4                         A+
          2006-10     M-5                         A
          2006-10     M-6                         A-
          2006-10     M-7                         BBB+
          2006-10     M-8                         BBB
          2006-10     M-9, M-10                   BBB-
          2006-10     B                           BB+


MAGELLAN HEALTH: Earns $64.31 Million in Year Ended December 31
---------------------------------------------------------------
Magellan Health Services, Inc. reported $1.79 billion of net
revenues for the year ended Dec. 31, 2006, compared with net
revenues of $1.8 billion for the year ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, the company reported net income
of $64.31 million, down from net income of $130.58 million in
2005.

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $1.06 billion, total liabilities of $436.4 million, and
total stockholders' equity of $633.07 million.

Cash and cash equivalents as of Dec. 31, 2006, were
$81.03 million, down from $163.73 million as of Dec. 31, 2005.  
Restricted cash for 2006 totaled $149.72 million and
$141.03 million for 2005.

                       Program of Insurance

The company said that it maintains a program of insurance coverage
against a broad range of risks in the Company's business.  As part
of this program of insurance, the company carries professional
liability insurance, subject to certain deductibles and self-
insured retentions.  The company also is sometimes required by
customer contracts to post surety bonds with respect to the
company's potential liability on professional responsibility
claims that may be asserted in connection with services it
provides.  

As of Dec. 31, 2006, the Company had approximately $6.2 million of
surety bonds outstanding.  The company asserted in its annual
report for 2006 that its insurance may not be sufficient to cover
any judgments, settlements or costs relating to present or future
claims, suits or complaints.  Upon expiration of the company's
insurance policies, sufficient insurance may not be available on
favorable terms, if at all.  These factors may have a material
adverse effect on the company's profitability and financial
condition.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ad9

                About Magellan Health Services, Inc.

Headquartered in Avon, Connecticut, Magellan Health Services, Inc.
(NASDAQ: MGLN) -- http://www.magellanhealth.com/-- manages  
behavioral health care and radiology benefits in the U.S.  Its
customers include health plans, corporations and government
agencies.  The Company filed for chapter 11 protection on March
11, 2003 (Bankr. S.D.N.Y. Case No. 03-40515).  The Court confirmed
the Debtors' Third Amended Plan on Oct. 8, 2003, allowing the
Company to emerge from bankruptcy protection on Jan. 5, 2004.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service's revised its Ba3 Corporate Family
Rating to B1 for Magellan Health Services, Inc.


MESABA AVIATION: Discharges Sonnenschein Nath as Special Counsel
----------------------------------------------------------------
Mesaba Aviation Inc., dba Mesaba Airlines, and Sonnenschein Nath
& Rosenthal, LLP, in a stipulation approved by the U.S. Bankruptcy
Court for the District of Minnesota, agree that Sonnenschein's
services as the Debtor's special counsel have not been required in
the Debtor's bankruptcy case, and will not be required in the
future.

Sonnenschein has incurred neither fees nor expenses, and has not
submitted, and will not submit, applications for compensation or
reimbursement.

Sonnenschein has received no inside or other information
regarding the Debtor that could be considered confidential or
subject to any privilege.

No substitution of counsel is also needed as of February 23,
2007.

Accordingly, the parties agree that Sonnenschein is discharged as
special counsel to the Debtor as of February 23, 2007, pursuant
to Rule 9010-3(e)(2) of the Local Rules of Bankruptcy Procedure
for the District of Minnesota.

                    About Mesaba Aviation

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

On Jan. 22, 2007, the Debtor filed a Plan of Reorganization and
subsequently filed a Disclosure Statement explaining that Plan on
Jan. 24, 2007.  On Feb. 27, 2007, the Debtor submitted an Amended
Plan and Disclosure Statement.  The Court approved the Amended
Disclosure Statement on Feb. 28, 2007.  The hearing to consider
confirmation of the Plan is scheduled on April 9, 2007.  (Mesaba
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MITCHELL INT'L: S&P Cuts Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Diego, California-based Mitchell International Inc.
to 'B' from 'B+', and removed the rating from CreditWatch, where
it was placed on Feb. 20, 2007, with negative implications.  

At the same time, Standard & Poor's affirmed its 'B+' rating, with
a recovery rating of '3', on Mitchell's existing $145 million
senior secured bank facility, which consists of a $10 million
revolving credit facility and a $135 million term loan.

"The lowering of the corporate credit rating reflects our
expectation for a substantial increase in operating lease-adjusted
total debt to EBITDA following the acquisition of Mitchell by an
investment group led by Aurora Capital Group,"  said
Standard & Poor's credit analyst Ben Bubeck.  

The affirmation of the 'B+' bank loan rating reflects the fact
that Mitchell's existing creditors do not bear the additional risk
inherent in the new capital structure, as existing debt will be
refinanced as part of the transaction.

Upon the closing of this transaction, all ratings on Mitchell will
be withdrawn, as there will be no publicly rated debt outstanding.
   
The ratings on Mitchell reflect its narrow product focus within a
niche marketplace, customer concentrations, and high debt
leverage.  These are only partly offset by a largely recurring
revenue base supported by intermediate-term customer contracts,
high barriers to entry, and solid operating margins, allowing for
modest free operating cash flow generation.

Mitchell provides information services and technology solutions
designed to automate and optimize the automobile insurance claims
process.  The company's operations are divided into two primary
categories: auto physical damage, and auto injury products.


MMM DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M.M.M. Development Company
        1611 Telegraph Avenue, Suite 406
        Oakland, CA 94612

Bankruptcy Case No.: 07-40676

Type of Business: The Debtor filed for chapter 11 protection on
                  October 5, 2006 (Bankr. N.D. Calif. Case No.
                  06-41810).

Chapter 11 Petition Date: March 6, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Joe Vitrano                                $100,000
P.O. Box 469
Snook, TX 77878

Mawuko K. Tugbenyoh                         $12,000
1724 Filbert Street
Oakland, CA 94607

Christopher Akhidenor                       $12,000
160 Santa Clara Avenue
Oakland, CA 94610

City of Oakland                                $754
Finance Department Personal Property Tax
150 Frank H. Ogawa Pl., Suite 5342
Oakland, CA 94612


MOORE MEDICAL: Court Okays Asset Sale to Norman Regional Hospital
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
approved the sale of substantially all assets of Moore Medical
Center LLC to Norman Regional Hospital Authority, a public trust,
free and clear of all liens, claims, encumbrances, and other
interests.

Normal Regional Hospital's $34,250,000 bid trumped INTEGRIS
Health, Inc.'s $32,000,000 offer.

The assets sold include the Debtor's hospital facility located in
Moore, Oklahoma and any and all personal property owned by the
Debtor used in operation of the Hospital.

The Debtor assured the Court that the consideration received is
reasonable and resulted from good faith, arm's length and bona
fide negotiations.  Norman Regional has demonstrated the ability
to provide adequate assurance of future performance.

The Debtor paid a $50,000 break-up fee to INTEGRIS Health, as the
stalking horse bidder.

Covenants in the Debtor's postpetition credit agreement require an
expeditious sale of the assets.  

The Court directed Michael Schuster to act as an officer of the
Debtor to perform the Debtor's obligations.

The Debtor had contacted approximately 40 parties who indicated or
who the Debtor thought might have an interest in acquiring all or
substantially all of its assets.  The Debtor entered into more
than 19 non-disclosure agreements with parties who expressed an
interest in doing due diligence in regards to a possible purchase
of the Debtor's assets.  The Debtor held an auction to determine
the highest and best bid for the assets.

The Debtor used the sale proceeds to pay:

   -- closing costs and other sale-related expenses;

   -- its $7,000,000 postpetition loan from Hall Oklahoma Medical
      Lender LLC;

   -- a $2,100,000 settlement to HCI Secured Medical Receivables
      Special Purpose Corporation;

   -- all unpaid real and personal property ad valorem taxes for
      2006, if any; and

   -- prorated real and personal property ad valorem taxes for
      2007.

All remaining proceeds were paid to the United States Department
of Housing and Urban Development as assignee of Capmark Finance
Inc., formerly known as GMAC Commercial Mortgage Corporation, in
exchange for releases of mortgages and termination statements.

A full-text copy of the Debtor's Asset Purchase Agreement with
Norman Regional Hospital Authority is available for free at:

           http://bankrupt.com/misc/moore_salepact.pdf

Moore Medical Center, LLC, is a 45-bed general medical and
surgical community hospital located south of Oklahoma City in
Moore, Oklahoma.  The Center opened on Aug. 29, 2005.  Moore filed
for chapter 11 protection on Oct. 28, 2006 (Bankr. W.D. Okla. Case
No. 06-12867).  J. Clay Christensen, Esq., at Day, Edwards,
Propester & Christensen, P.C., and Joseph A. Friedman, Esq., and
Robert J. Taylor, Esq., at Kane Russell Coleman & Logan P.C.,
represent the Debtor.  Marcus A. Helt, Esq., at Gardere Wynne
Sewell LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated its assets and debts between $50 million
and $100 million.


MORGAN STANLEY: Levi's Action Cues S&P's to Lift Rating
-------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3 million class A-12 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B' from 'B-'.

The rating action reflects the raising of the ratings on Levi
Strauss & Co., including its long-term corporate credit rating on
March 2, 2007.

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 lowering of:

   -- the ratings on the respective reference obligations for each
      of the 14 classes.  For class A-12, the referenced
      obligations are issued by Levi Strauss & Co.;

   -- the long-term rating on the swap counterparty and contingent
      forward counterparty's guarantor, Morgan Stanley; and

   -- the credit quality of the underlying securities, BA Master
      Credit Card Trust II's class A certificates from series
      2001-B due 2013.


NAVISTAR INT'L: In Talks w/ Ford on Diesel Engine Pricing Dispute
-----------------------------------------------------------------
Navistar International Corp. and Ford Motor Co. are in negotiation
to temporarily settle a long-running pricing dispute over diesel
engines Navistar supplies for Ford's heavy-duty F-Series pickups,
Jeff McCracken of The Wall Street Journal reports.

The negotiation follows the engine supplier and the automaker's
motion Wednesday last week asking Oakland County Circuit Court
Judge John McDonald to delay ruling on the companies' pricing
dispute.

Judge McDonald ordered the two sides to negotiate yesterday and
today, the Journal said.

According to the source, Navistar will for now continue to ship
diesel engines to Ford, which are used in the Ford Super Duty F-
Series pick-up truck line.

The dispute, the report said, goes back over a year, involving a
previous diesel truck engine Navistar built for Ford from 2002
through the end of 2006.  It also involves a new engine Navistar
began shipping last month with the launch of the redesigned Ford
F-Series Super Duty pick-up truck.

The F-series pick-up truck is Ford's best-selling and most
profitable line of vehicles, the Journal relates.

Navistar, the Journal says, is the sole supplier of diesel engines
to Ford, producing 225,000 to 300,000 of them a year.

Last week, Ford estimated $11,182 million in total life-time costs
for restructuring actions.  

Of the total $11,182 million of estimated costs, Ford said that
$9,982 million has been accrued in 2006 and the balance, which is
primarily related to salaried personnel-reduction programs, is
expected to be accrued in the first quarter of 2007.

The company expects a curtailment gain for other postretirement
employee benefit obligations related to hourly personnel
separations that occur in 2007, which gain the company expects to
record in 2007.  Of the estimated costs, those relating to job
bank benefits and personnel-reduction programs also constitute
cash expenditure estimates.

The restructuring cost estimates relate to the automaker's
previously announced commitment to accelerate its restructuring
plan, referred to as Way Forward plan.

The "Way Forward" plan includes closing plants and laying off up
to 45,000 employees.

Ford, which incurred a $12,613 million net loss on $160,123
million of total sales and revenues for the year ended Dec. 31,
2006, said in a regulatory filing with the Securities and Exchange
Commission that its overall market share in the United States has
declined in each of the past five years, from 21.1% in 2002 to
17.1% in 2006.  The decline in overall market share primarily
reflects a decline in the company's retail market share, which
excludes fleet sales, during the past five years from 16.3% in
2002 to 11.8% in 2006, the automaker said.

Ford also reported a $16.9 billion decrease in its stockholders'
equity at Dec. 31, 2006, which, according to the company,
primarily reflected 2006 net losses and recognition of previously
unamortized changes in the funded status of the company's defined
benefit postretirement plans as required by the implementation of
Statement of Financial Accounting Standards No. 158, offset
partially by foreign currency translation adjustments.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated automotive
brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln,
Mazda, Mercury, and Volvo.  Its automotive-related services
include Ford Motor Credit Company and The Hertz Corporation.

                About Navistar International Corp.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Fitch assigned a 'BB-' rating to Navistar International Corp.'s
proposed $1.3 billion senior unsecured credit facility.

Fitch also withdrew the 'BB-' rating on the company's senior
unsecured notes, the 'B' rating on company's senior subordinated
debt, and the senior unsecured debt rating at Navistar Financial
Corp., all of which have been substantially retired.  Fitch
expected to withdraw the 'BB-' rating on company's existing credit
facility upon the closing of the new $1.3 billion facility.


NELNET INC: Moody's Lifts $200 Million Subordinated Debt's Rating
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of $200 million
of subordinated debt securities issued by Nelnet, Inc. on
Sept. 27, 2006, to Baa3 from Ba1.  The rating outlook remains
stable.  No other ratings are affected.

Moody's Vice President/Senior Analyst Curt Beaudouin said, "The
rating change does not reflect a shift in our view of the
underlying credit fundamentals of Nelnet.  Instead it is due to an
evolution in Moody's view of notching procedures for preferred
stocks and hybrid securities."

In summary, Moody's now believes that instruments without
meaningful mandatory deferral triggers should follow Moody's
standard notching practices.  After market consultation, Moody's
no longer views optional deferral rights as significant enough to
warrant a second notch since anecdotal evidence to date suggests
that the option to defer is very rarely exercised.

Nelnet is headquartered in Lincoln, Nebraska, and reported net
student loan assets of $23.8 billion as of Dec. 31, 2006.


NEXEN INC: Earns CDN$77 Million in Quarter Ended December 31
------------------------------------------------------------
Nexen Inc. reported net income of CDN$77 million on net sales of
CDN$920 million for the fourth quarter ended Dec. 31, 2006,
compared with net income of CDN$303 million on net sales of
CDN$1.073 billion for the same period last year.

Net income for the quarter was reduced by CDN$61 million to adjust
the carrying value of certain oil and gas properties located
primarily on the shelf of the Gulf of Mexico, CDN$49 million of
stock-based compensation expense and CDN$80 million of exploration
expense.  This includes three unsuccessful wells in the Gulf of
Mexico, three wells in Yemen, and one well in Colombia.

Fourth quarter cash flow from operations was CDN$673 million,
compared to CDN$772 million in the fourth quarter of 2005.  The  
marketing division generated CDN$147 million of cash flow in the
quarter, primarily through an increase in the value of financial
contracts protecting the value of physical storage which will be
delivered in the future.  

Full-year 2006 net income was CDN$601 million on net sales of
$3.936 billion, compared with full-year 2005 net income of
CDN$1.14 billion on net sales of CDN$3.932 billion.

Cash flow from operations for the year grew 11% to a record
CDN$2.669 billion, compared to cash flow from operations of
CDN$2.403 billion in 2005.  Oil prices reached new highs resulting
in a 9% increase in the company's realized commodity price over
2005.  In addition, the marketing division had a record year as
they were able to leverage their physical inventory and
transportation assets, and capitalize on market volatility,
primarily in summer/winter natural gas price spreads.  

These positive contributions were offset by charges which
reflected the settlement of the Yemen Block 51 arbitration
(CDN$104 million after tax), an increase in the UK tax rate
(CDN$277 million) and the reduction in the carrying value of oil
and gas assets (CDN$61 million after tax).

At Dec. 31, 2006, the company's balance sheet showed
CDN$17.156 billion in total assets, CDN$12.445 billion in total
liabilities, CDN$75 million in non-controlling interests, and
CDN$4.636 billion 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?1adf

"Overall, I am very pleased with our performance in 2006," said
Charlie Fischer, Nexen's President and Chief Executive Officer.
"We have completed Buzzard and the Syncrude Stage 3 expansion, and
made solid progress at our Long Lake project which will start up
later this year.  Our accomplishments position us for an exciting
2007 as we ramp up production at Buzzard, bring Long Lake on
stream, evaluate our recent discoveries and continue our
exploration program."

The company's 2006 annual production averaged 212,000 boe/d
(156,000 boe/d after royalties) as compared to 242,000 boe/d
(173,000 boe/d after royalties) in 2005.  Natural declines from
the company's properties in Yemen and the Gulf of Mexico reduced
production year over year as did asset dispositions in Canada in
mid-2005.  Since year end, the company has added incremental
production at Aspen and Buzzard.

"We are building material and sustainable businesses in the deep-
water Gulf of Mexico, Athabasca oil sands, North Sea and offshore
West Africa," said Fischer.

"Our projects tend to have longer cycle-times and require
significant upfront capital investment."  In 2006, we had over
CDN$5 billion invested in projects not yet producing oil or cash
flow.  With Buzzard and the Syncrude Stage 3 expansion now on
stream, this investment is translating into production and cash
flow.  We expect our production after royalties to increase
approximately 50%, from 156,000 boe/d in 2006 to between 230,000
and 260,000 boe/d in 2007.  We currently have over CDN$2.5 billion
invested in non-producing development projects like Long Lake and
Ettrick that will deliver additional cash flow and production
growth in the future.

As part of the strategy to protect against commodity price
downturns while preserving upside to higher prices, the company
has options in place providing a WTI floor price of US$50/bbl on
approximately 38 million barrels of 2007 crude oil production.

                 2006 Reserves and Capital Results

In 2006, the company invested CDN$3.3 billion in oil and gas
activities adding 341 mmboe of proved reserves, replacing
approximately 440% of its production.  Over the past five years
the company has invested approximately CDN$14 billion and added
approximately 749 mmboe, replacing 164% of its production.  In
2006, proved reserve additions include 246 mmboe at Long Lake.

             Major and Early Stage Development Projects

Approximately 60% of the company's 2006 oil and gas invested
capital was directed towards early stage and major development
projects including Buzzard, Long Lake, Syncrude Stage 3 and
coalbed methane (CBM).  These projects added approximately 300
mmboe of proved reserves and are characterized by multi-year
investments which result in timing differences between reserve
additions and capital expenditures.

                          About Nexen Inc.

Nexen Inc. (NYSE: NXY) (TSE: NXY) -- http://www.nexeninc.com/--  
is an independent, Canadian-based global energy company.  The
company is uniquely positioned for growth in the North Sea, deep-
water Gulf of Mexico, the Athabasca oil sands of Alberta, the
Middle East and offshore West Africa.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit and senior unsecured debt ratings and its 'BB+'
subordinated debt rating on the company.


NORTHWEST AIRLINES: Wants Exclusive Periods Extended to June 29
---------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend their exclusive periods during which no other party may
file a plan, and for the Debtors to solicit acceptances of their
Plan, until June 29, 2007.

The Debtors' Plan and Disclosure Statement are filed with the
Court, and a hearing to approve their Disclosure Statement is
scheduled for March 26, 2007.

However, the Exclusive Period to solicit votes expires on
March 16, 2007, and accordingly, under the current schedule, the
Debtors do not have sufficient time to obtain approval of their
Disclosure Statement or even to commence the solicitation
process.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, states that the Debtors are on a clear path to
confirmation.  He adds that the requested extension of the
Debtors' Exclusive Period will provide sufficient time for the
Debtors to:

    (a) obtain approval of the Disclosure Statement; and

    (b) mail out the solicitation packages and ballots to all
        parties entitled to vote on the Plan, and give them time
        to consider the materials provided in the solicitation
        packages and return their ballots by the voting deadline.

Moreover, in connection with the proposed Plan, and concurrently
with the solicitation of votes, creditors will also have the
opportunity to exercise subscription rights as described in the
Plan, says Mr. Zirinsky.

These are all necessary steps for the Debtors to continue on the
path to Plan confirmation and emerge within the timeframe
approved by the Court in a scheduling order, Mr. Zirinsky
explains.

                 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.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Panel Objects to AFA's CBA Rejection Appeal
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Northwest
Airlines Corp. and its debtor-affiliates object to the
Association of Flight Attendants -- CWA, AFL-CIO's request for
relief from the Court's June 29, 2006 Memorandum of Opinion and
July 5, 2006 Order granting the Debtors' request to reject their
collective bargaining agreement pursuant to Section 1113 of the
Bankruptcy Code.

The Creditors Committee contends that the request "threatens to
severely prejudice all of the Debtors' reorganization efforts"
and as a result, "threaten the interests of the Debtors'
creditors."

Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
PC, in New York, states that the AFA is not entitled to relief
under Rule 60(b)(5) of the Federal Rules of Civil Procedure
because the Court may relieve a party from a final judgment or
order if it is "no longer equitable that the judgment should have
prospective application."

In its Section 1113(c) Order, the Court permitted the Debtors to
implement the terms of the Professional Flight Attendants
Association Collective Bargaining Agreement dated March 1, 2006,
which neither compelled the Debtors nor the AFA to perform or not
to perform.  The Court was also not required to supervise the
parties' interaction.

Therefore, Section the 1113(c) Order was a final judgment at law
having conclusive, res judicata effect and not prospective in
equity, Mr. Hazan says.

Mr. Hazan notes that should the Court find that its Section
1113(c) Order does have "prospective application", relief should
be granted pursuant to Rule 60(b)(5) only if the Court finds that
the AFA has met its burden of establishing that either:

    (a) changed factual conditions make compliance with the decree
        substantially more onerous;

    (b) a decree proves to be unworkable because of unforeseen
        obstacles; or

    (c) enforcement of the decree would be detrimental to the
        public interest.

Mr. Hazan contends that the AFA fails to cite a single case that
is applicable to the matter before the Court, and instead
proffers factually dissimilar case law in support of its novel
proposition that it should be granted relief from a final
judgment nearly eight months after the judgment was entered.

Furthermore, Mr. Hazan says, if Judge Gropper grants relief
sought by the AFA, then the Court will be sending a message to
Chapter 11 debtors that they may utilize the Bankruptcy Code to
reject prepetition collective bargaining agreements and implement
modified employment terms as part of the reorganization; but they
must temper their restructuring efforts so as not to become "too
successful".

A ruling like this would severely hinder a debtor's
reorganization plan because a debtor will be caused to wonder
whether a creditor, like the AFA, will one day file a request for
relief under Rule 60(b)(5) that will potentially unravel all of
the progress made to date with numerous parties that relied on
the labor savings achieved by a judgment similar to the Section
1113(c) Order, Mr. Hazan says.

Mr. Hazan argues that in addition to finding that changed
economic conditions make the AFA's compliance with the Section
1113(c) Order substantially more onerous, the Court must also
balance the hardship to the party subject to the judgment against
the benefits to be obtained by not disturbing the judgment.

With the confirmation hearing on the Debtors' Chapter 11 Plan
fast approaching, the request of the AFA will not only jeopardize
the Debtors' DIP and exit financing, but other significant
agreements as well like:

    (a) the Air Line Pilots Association, International's agreement
        to accept approximately $358,000,000 in annual
        concessions, including the pilot's agreement to accept an
        across-the-board pay reduction of approximately 24%;

    (b) International Association of Machinists and Aerospace
        Workers' agreement to accept approximately $190,000,000 in
        annual concessions, including the agreement by the
        IAM-represented employees to accept a pay reduction of
        approximately 12%;

    (c) the Agreement of the Aircraft technical Support
        Association, the Northwest Meteorologists Association and
        the Transport Workers Union of America to accept
        approximately $4,000,000 in annual concessions, including
        reductions in base pay of between 4% and 10%; and

    (d) the Debtors' proposed Rights Offering.

Moreover, Mr. Hazan argues that the AFA's request was not timely
filed.

For these reasons, the Creditors Committee asks Judge Gropper to
deny the AFA's request.

                 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.  On Feb. 15, 2007, the Debtors
filed an Amended Plan & Disclosure Statement.  The hearing to
consider the adequacy of the Disclosure Statement has been
scheduled for March 26, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


OFFICEMAX INC: Earns $91.72 Million in Year Ended December 31
-------------------------------------------------------------
OfficeMax(R), Inc., in its Annual Report on Form 10-K for the year
ended Dec. 31, 2006, filed with the Securities and Exchange
Commission, stated sales for 2006 were $8.96 billion, compared
with $9.15 billion for 2005.

Net income for 2006 was $91.72 million, compared with a net loss
of $73.76 million for 2005.  

As of Dec. 31, 2006, the company's balance sheet showed total
assets of $6.21 billion, total liabilities of $4.2 billion, and
$29.88 million in minority interests, which resulted to
$1.98 billion in total stockholders' equity.  

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

                     About OfficeMax(R), Inc.

Headquartered in Itasca, Illinois, OfficeMax(R), Inc. (NYSE: OMX)
-- http://www.officemax.com/-- provides office supplies and  
paper, print and document services, technology products and
solutions, and furniture to consumers and to large, medium and
small businesses.  OfficeMax customers are served by approximately
35,000 associates through direct sales, catalogs, Internet and
approximately 880 superstores.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service affirmed its Ba2 Corporate Family Rating
for OfficeMax Inc.  Additionally, Moody's also revised its
probability-of-default rating on the company's 7.5% Notes due 2008
from Ba2 to Ba3.


OI EUROPEAN: Plans Private Offering of EUR300 Million Senior Notes
------------------------------------------------------------------
OI European Group B.V., an indirect wholly owned subsidiary of
Owens-Illinois, Inc., intends to offer, subject to market and
other conditions, EUR300 million aggregate principal amount of
senior notes due 2017 in a private offering.

OI European Group B.V. intends to use the net proceeds of the
offering to repay borrowings under its existing secured credit
agreement.  In May 2007, a subsidiary borrower of Owens-Illinois,
Inc., intends to borrow under the secured credit agreement in
order to repay all outstanding $300 million of Owens-Illinois,
Inc.'s, 8.10% Senior Notes due May 15, 2007.

The notes have not been and will not be registered under the
Securities Act of 1933, as amended, and are being offered and sold
in the United States only to qualified institutional buyers in
reliance on Rule 144A under the Act and to certain non-U.S.
persons in transactions outside the United States in reliance on
Regulation S under the Act.  Prospective purchasers that are
qualified institutional buyers are hereby notified that the seller
of the notes may be relying on the exemption from the provisions
of Section 5 of the Act provided by Rule 144A.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. (NYSE:OI)
through its subsidiaries, manufacturers glass containers and
healthcare packaging including prescription containers and medical
devices, and closures including tamper-evident caps and dispensing
systems.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2007,
Moody's Investors Service assigned a B3 rating to OI European
Group BV, a subsidiary of Owens-Illinois, Inc., new
EUR300 million senior unsecured notes.

Fitch expects to rate OI European Group B.V.'s, a subsidiary of
Owens-Illinois, Inc., new senior unsecured notes 'B/RR3' upon the
successful completion of the offer.


ON SEMICONDUCTOR: Moody's Rates Amended & Restated Facility at Ba1
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family ratings of
ON Semiconductor Corporation to B1 from B2 and assigned a Ba1
rating to the amended and restated credit facility.  Moody's will
withdraw the ratings on the existing $200 million term loan and
$25 million revolver upon completion of the facility amendment.

The ratings outlook remains positive.

The upgrade reflects ongoing improvements to the company's capital
structure, which has enhanced credit metrics and improved
financial flexibility by reducing borrowing costs and extending
near-term debt maturities.  Importantly, the upgrade reflects
continued good internal execution on cost reduction, manufacturing
improvements, inventory management and supply chain optimization
that have resulted in margin expansion and higher gross cash flows
compared to prior year periods.  It also factors in the company's
broad product portfolio, diversified end markets, more favorable
product mix and strong product development strategy, which has
resulted in ON Semi's move up the value chain.  Moody's notes that
ON Semi's financial metrics suggest a Ba3 rating, however the
rating is constrained by the increase in fixed costs related to
the new Gresham fab, potential heightened competition and some
modest customer concentration.

The positive outlook reflects the company's dedicated focus on
reducing debt and interest expense and Moody's expectation of
continued capital structure improvements.  It also factors Moody's
expectation that the company will achieve above-average revenue
growth and expand gross and operating margins in connection with
incremental benefits from increasing semiconductor content within
OEM/ODM platforms, a gradual shift to higher margin power products
and continued cost savings.  The current ratings and outlook
incorporate expectations of expanding free cash flow, minimal
acquisition activity and limited share repurchases.

Ratings upgraded:

   * Corporate Family Rating to B1 from B2

   * Probability of Default Rating to B1 from B2

These new ratings were assigned to the amended and restated credit
facility:

   * $25 million Guaranteed Senior Secured Revolving Credit
     Facility due 2013 to Ba1, LGD1, 4%

   * $175 million Guaranteed Senior Secured Term Loan maturing       
     through 2013 to Ba1, LGD1, 4%

These ratings will be withdrawn upon completion of the facility
amendment:

   * $25 million Guaranteed Senior Secured Revolving Credit
     Facility due 2008, Ba3, LGD2, 25%

   * $200 million Guaranteed Senior Secured Term Loan Tranche H
     due 2009, Ba3, LGD2, 25%

The ratings outlook is positive.

Headquartered in Phoenix, Arizona, ON Semiconductor is a global
manufacturer of power- and data-management semiconductors and
standard semiconductor components.  Revenues and EBITDA for the
twelve months ended Dec. 31, 2006 were $1.5 billion and
$410 million, respectively.


PATHMARK STORES: Inks $1.3 Billion Merger Deal with Great Atlantic
------------------------------------------------------------------
Pathmark Stores Inc. and The Great Atlantic & Pacific Tea Company
Inc. have reached a definitive merger agreement in which A&P will
acquire Pathmark Stores Inc. for $1.3 billion in cash, stock and
debt assumption or retirement, creating a 550-store, $11 billion
supermarket chain operating in the New York, New Jersey and
Philadelphia metro areas, as well as in Michigan and Louisiana.

The transaction is expected to be completed during the second half
of A&P's Fiscal 2007 year, subject to completion of shareholder
and regulatory approvals, as well as other customary closing
conditions.

Under the terms of the transaction, The Tengelmann Group,
currently A&P's majority shareholder, will remain the largest
single shareholder of the combined entity.  Christian Haub,
Executive Chairman of A&P, will continue as Executive Chairman of
the combined company; Eric Claus, President and CEO of A&P, will
also maintain the same position in the combined company.

Pathmark shareholders will receive $90 in cash and 0.12963 shares
of A&P stock for each Pathmark share.  As a result, Pathmark
shareholders, including its largest investor, The Yucaipa
Companies LLC, will receive a stake in the combined companies.

"This is a significant and historic occasion in our industry,
and for A&P and Pathmark stakeholders" Mr. Haub said.  "This
transaction is the latest step in A&P's strategic transformation,
which began approximately 18 months ago in 2005 with the
successful sale of A&P Canada and its U.S. executive leadership
change.  We are thrilled to bring together a transaction that will
transform A&P's financial performance, efficiency and overall
competitiveness, create substantial value for shareholders of both
companies and offer enhanced opportunity for A&P and Pathmark
employees."

The boards of both A&P and Pathmark have unanimously approved the
transaction.  Both Yucaipa Companies and Tengelmann have entered
into voting agreements to support the transaction.

Following completion of the transaction, approximately 86% of
the combined company will be held by existing A&P shareholders
and approximately 14% will be held by former Pathmark shareholders
on a fully diluted basis. The combined company will have
approximately 49 million fully diluted common shares outstanding,
compared to approximately 42 million fully diluted common shares
today.

"Our team is very excited about the significant potential this
combination promises to deliver" Mr. Claus, A&P's President and
CEO, added.  "By bringing these two great brands together, and
by drawing on the strength of Pathmark's tradition and strong
customer franchise in our Northeast region, we have the
opportunity to establish an entity that appeals to a very diverse
customer base, offering a breadth of products and services.  We
are eager to build on the operating improvements already achieved
at both A&P and Pathmark on a stand-alone basis, by adding
Pathmark's excellent facilities, locations and associates and by
taking full advantage of the financial synergies of the
transaction.  In the future, we will utilize the entire range of
Pathmark and A&P formats, by targeting each to specific locations
for maximum customer benefit."

"I would like to thank all Pathmark associates for their hard
work and dedication" John Standley, Pathmark's CEO, said.  "Their
exceptional efforts have enabled the company to participate in
this transaction, which will create significant value for our
shareholders.  I am confident the combined Pathmark and A&P teams
will join together to create a vibrant new company, which will
benefit our customers, associates and shareholders."

The transaction is not conditioned on receipt of financing by A&P.  
Bank of America and Lehman Brothers have committed to provide
financing to support the acquisition.  A portion of the cash
merger consideration will be provided by the sale by A&P of a
portion of its shares in Metro, Inc. or, if needed, A&P capital
stock, totaling $190 million of net cash proceeds.  A&P will
assume approximately $170 million of Pathmark capital leases.

"I want to express my appreciation to the A&P and Pathmark Boards
of Directors; to the employees of both companies; to Ron Burkle,
Managing Partner of The Yucaipa Companies, LLC; to our advisors,
and to those in both organizations whose efforts and cooperation
have advanced this landmark transaction toward fruition" In
closing, Mr. Haub said.  "I also appreciate the support of The
Tengelmann Group, in opting for a substantial but reduced
investment in A&P to permit a change that is in the best interest
of A&P and all its stakeholders.  Moreover, we have every
confidence in the long-range value of this investment for
all shareholders, as our combined company moves forward."

                      About Pathmark Stores

Pathmark Stores, Inc., with headquarters in Carteret,
New Jersey, operates 141 supermarkets around the New York City and
Philadelphia metropolitan areas.  The company generated revenue of
nearly $4 billion for the twelve months ended July 29, 2006.

                          *     *     *

As reported in the Troubled Company reporter on March 7, 2007,
Moody's Investors Service placed on review direction uncertain
Pathmark Stores' Corporate Family Rating of Caa1; Probability of
Default Rating of Caa1; and $350 million guaranteed 8.75% Senior
Subordinated Notes (2012) of Caa2 (LGD 5, 76%).


PIEDMONT ENGINEERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Piedmont Engineers of the Carolinas, P.C.
        aka P.E.C.
        129 West Murphy Street
        Madison, NC 27025

Bankruptcy Case No.: 07-10315

Type of Business: An involuntary chapter 11 petition was filed
                  against the Debtor on Feb. 8, 2007 (Bankr. M.D.
                  N.C. Case No. 07-10163).

Chapter 11 Petition Date: March 5, 2007

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, L.L.P.
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   FNB Southeast                                        $275,000
   605 North Highway Street
   Madison, NC 27025

   Landstar Ligon, Inc.                                 $112,000
   Drawer CD 100733
   Atlanta, GA 30384-0733

   Bearing Distributors, Inc.                            $82,000
   c/o J. Brooks Reitzel, Jr., Esq.
   P.O. Box 5544
   High Point, NC 27262

   SierraPine, Ltd.                                      $66,007

   United Rentals                                        $35,840

   Higgins Electric of Dothan                            $33,269

   JW Buress                                             $30,366

   Air & Hydraulic Eng., Inc.                            $22,262

   Bay Cities Crane & Rigging, Inc.                      $21,760
   dba Bragg Crane & Rigging

   Liberty Forge                                         $19,450

   Thompson Tractor Co., Inc.                            $19,020

   Fastenal Company, Inc.                                $15,691

   Alabama Bearings, Inc.                                $13,701

   Mabry Industries, Inc.                                $12,403

   First Bankcard                                         $9,761

   Dothan Electric Company, Inc.                          $9,632

   James Walker Mfg. Co.                                  $9,557

   LaFarge Building Materials                             $9,292

   Edwards, Inc.                                          $8,988

   Barr Distributing Co., Inc.                            $8,416


PRUDENTIAL STRUCTURED: S&P Places Junk Ratings on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1L, B-1, B-2L, and B-2 notes issued by Prudential Structured
Finance CBO I, an arbitrage CDO of ABS transaction, on CreditWatch
with negative implications.  Concurrently, the ratings on the
class A-1L, A-1, and A-2L notes were affirmed.

The CreditWatch placements reflect the recent increase in the
balance of defaulted obligations in the collateral pool, which in
turn has negatively affected the overcollateralization ratios of
the class B notes.

As a part of its analysis, Standard & Poor's will review the
results of the current cash flow runs generated for Prudential
Structured Finance CBO I to determine the level of future defaults
the rated tranches can withstand under various stressed default
timing and interest rate scenarios while still paying all of the
interest and principal due on the notes.  The results of these
cash flow runs will be compared with the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings assigned to the notes remain
consistent with the credit enhancement available.

                Ratings Placed On Creditwatch Negative
   
                 Prudential Structured Finance CBO I

                             Rating            
                             ------
             Class    To               From   Balance
             -----    --               ----   -------
             B-1L     B-/Watch Neg     B-     $8,000,000
             B-1      B-/Watch Neg     B-     $4,200,000
             B-2L     CCC-/Watch Neg   CCC-   $5,000,000
             B-2      CCC-/Watch Neg   CCC-   $2,500,000
                
                          Ratings Affirmed
   
                 Prudential Structured Finance CBO I

                     Class    Rating   Balance
                     -----    ------   -------
                     A-1L     AAA      $9,918,000
                     A-1      AAA      $3,967,000
                     A-2L     BBB      $20,000,000


PUBLIC STEERS: S&P Lifts Class A & B Certificates' Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
$25 million class A and B trust certificates issued by Public
STEERS Series 1998 HLT-1 Trust to 'BB+' from 'BB' and removed them
from CreditWatch, where they were placed with positive
implications Feb. 5, 2007.

The rating action reflects the March 2, 2007, raising of the
rating on the underlying securities, the $25 million 7.95% senior
notes due April 15, 2007, issued by Hilton Hotels Corp. and its
removal from CreditWatch positive.

This issue is a swap-independent synthetic transaction that is
weak-linked to the underlying collateral, the $25 million 7.95%
senior notes issued by Hilton Hotels Corp.


R.H. DONNELLEY: Stable Revenue Base Cues Fitch to Lift Ratings
--------------------------------------------------------------
Fitch affirms R.H. Donnelley's Issuer Default Rating and upgrades
the ratings on various securities within the capital structure.
Specifically, Fitch upgrades R.H. Donnelley Inc.'s senior secured
revolving credit facility and term loan ratings to 'BB+' from
'BB', senior unsecured notes rating to 'B+' from 'B-', and senior
subordinated unsecured notes to 'B+' from 'B-'.

Fitch also upgrades Dex Media West, Inc.'s senior unsecured notes
to 'B' from 'B-'.  The upgrades reflect Fitch's expectations
regarding enhanced recovery prospects for those securities.  See
the full ratings list below.  The Outlook is Stable.

R.H. Donnelley's ratings continue to reflect the company's
historically stable revenue base and cash flow generating
capacity.  This stability is supported by a high revenue retention
rate, the contractual nature of the company's revenues, and solid
geographic and client diversity.  Low ongoing capital
expenditures, favorable tax benefits and limited drains on working
capital contribute to the strong conversion of EBITDA to free cash
flow. Also, the yellow pages industry has been and is expected to
be less sensitive to advertising revenue cyclicality than other
traditional advertising based media.

These factors are balanced somewhat by the high respective and
consolidated debt loads of the holding and operating companies of
RHD and Dex, the continued competition from independent
directories, and substitution risk posed by increased usage of
online search and emerging risk of wireless search.  The ratings
incorporate the risk of small debt financed acquisitions or other
modest shareholder friendly actions in the intermediate term.
Fitch expects leverage to remain above 5.5x on average over the
next 3-5 years.  The ratings also reflect the limited tangible
asset value and recovery prospects in distress and the structural
subordination present within the capital structure.

The consolidated liquidity position is supported by pro forma
fiscal year-end 2007 free cash flow of over $600 million, and
undrawn bank credit availability at its various secured credit
facilities of $320 million at Sept. 30, 2006.  The debt maturity
schedule is manageable with most debt coming due after 2009.  Pro
forma consolidated net leverage on an LTM basis is estimated to be
approximately 6.75x at year-end 2006, and the company expects it
to be around 6.5x at year end 2007.

The secured lenders to R.H. Donnelley Inc, Dex Media West and Dex
Media East have a strong covenant package and the facilities
contain financial covenants, change of control provisions,
additional debt restrictions, limitation on asset sales,
restricted payments tests, limitation on liens, cross default, and
mandatory pre-payments among other protections.  The bonds are
covered under various indentures, each with slightly different
provisions from one another.  Key provisions generally include
protections in the form of financial covenants, change of control
language, limitations on other indebtedness, restrictions on
secured debt, cross acceleration language and restricted payment
tests.  The consolidated leverage covenant maximum is 7.25x.

Consistent with Fitch's Recovery Methodology, the individual
security ratings reflect the determination and application of
prospective recovery in a stressed scenario and are notched
accordingly.  R.H Donnelly's recovery ratings reflect Fitch's
expectation that the enterprise value of the company, and hence,
recovery rates for its creditors, will be maximized in a
restructuring scenario, rather than a liquidation.

Fitch reviewed the recovery prospects of each of the three
operating companies. The rating upgrades for the individual
securities and R.H. Donnelly Inc, reflects Fitch's belief of
improved recoverability given the reduction in revolver balances
and additional value to be distributed to the subordinated
tranches in the capital structure.

Specifically, the 'RR1' recovery rating for RHDI Senior Secured
facility now reflects that 91%-100% recovery is reasonable given
their priority position.  The recovery rating of 'RR4' for the
senior unsecured notes and the senior subordinated notes reflects
that 31%-50% recovery is reasonable and 'RR6' for the Holdco notes
reflects Fitch's estimate that negligible recovery would be
achievable due to their position in the capital structure.  In
addition, recovery for the senior unsecured debt at Dex Media West
also improved and is now RR5 reflecting that 11%-30% recovery is
reasonable.

As the company continues to pay down debt under the secured
facilities, and more distressed enterprise value is available for
the notes there could be additional future upgrades.  However,
Fitch recognizes that the company has several relatively high
priced debt tranches and could explore calling certain debt in
2007 and 2008.  This potentially could impact recovery ratings, as
well.  Fitch will continue to address the changes in expected
recovery as these events unfold.

Fitch expects that as leverage approaches 6.0x leverage,
management will balance debt repayment with returns of capital to
shareholders.  There is capacity for selective repurchases or
financially prudent dividends incorporated into the IDR and
recovery ratings.

Fitch rates R.H. Donnelley and its subsidiaries:

R.H. Donnelley Corp.

   -- Issuer Default Rating affirmed at 'B+'; and
   -- Senior Unsecured affirmed at 'CCC+/RR6'.

R.H. Donnelley Inc.

   -- IDR affirmed at B+;
   -- Bank facility upgraded to 'BB+/RR1' from 'BB/RR2';
   -- Senior unsecured upgraded to 'B+/RR4' from 'B-/RR6'; and
   -- Senior subordinated upgraded to 'B+/RR4' from 'B-/RR6'.

Dex Media, Inc.

   -- IDR affirmed at B+; and
   -- Senior unsecured affirmed at 'CCC+/RR6.'

Dex Media East, Inc.

   -- IDR affirmed at B+;
   -- Bank facility affirmed at 'BB+/RR1';
   -- Senior unsecured affirmed at 'BB/RR1'; and
   -- Senior subordinated affirmed at 'B-/RR6'.

Dex Media West, Inc.

   -- IDR affirmed at B+;
   -- Bank facility affirmed at 'BB+/RR1'
   -- Senior unsecured upgraded to 'B/RR5' from 'B-/RR6'; and
   -- Senior subordinated affirmed at 'B-/RR6'.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


RADIANT ENERGY: Will File Financial Statements on March 9
---------------------------------------------------------
Radiant Energy Corporation disclosed that expects to file the
annual financial statements with the Ontario Securities Commission
on or before March 9, 2007.

Radiant had informed the Ontario Securities Commission that it was
delaying the filing of its financial statements and management,
discussion and analysis for the year ended Oct. 31, 2006.

The annual financial statements were due to be filed on Feb. 28,
2007.

As a result, the Commission will be issuing a "Management and
Insider Cease Trade Order," which prohibits trading in securities
of the Company by its senior officers, directors, insiders and
significant shareholders.  The order will be lifted when the
Company files the required year-end financial statements.

                       About Radiant Energy

Based in Port Colborne, Ontario, Radiant Energy Corporation (TSX:
RDT) -- http://www.radiantenergycorp.com/-- through its wholly  
owned subsidiary Radiant Aviation Services developed and sells the
only infrared alternative to traditional glycol-based aircraft
deicing.  Its fully patented InfraTek(R) systems are approved for
use by the FAA.  Before the introduction of InfraTek, spraying
with glycol was the only feasible method to satisfy FAA safety
guidelines for ensuring that aircraft are properly deiced before
take-off.

At July 31, 2006, the Company's balance sheet showed a
stockholders' deficit of $12,093,699, compared to a deficit of
$11,269,492 at Oct. 31, 2005.


RAMP: S&P Cuts Rating on Class M-3 Certs. to B & Holds Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-3
from RAMP Series 2002-RZ2 Trust to 'B' from 'BB'.  The rating
remains on CreditWatch, where it was placed with negative
implications Oct. 19, 2006.  At the same time, the ratings on
classes M-1 and M-2 were affirmed.  RAMP is an affiliate of
Residential Funding Corp.

The downgrade of class M-3 reflects collateral performance that
has allowed monthly realized losses to outpace monthly excess
interest for the past six months, compromising
overcollateralization (O/C).  Potential principal write-downs to
the class M-3 certificates may result.  As of the Feb. 25, 2007,
distribution date, the O/C amount for series 2002-RZ2 was
$581,838, and nearly $3.995 million of the mortgage loans were
considered severely delinquent.  Cumulative realized losses, as a
percentage of the original pool balance, totaled 1.76% .

Standard & Poor's will continue to closely monitor the performance
of this transaction to ensure that the rating accurately reflects
the associated risks.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite moderate-to-high
delinquencies.  Credit support for this RAMP Trust transaction is
provided by subordination, excess spread, and O/C.

The underlying collateral for this transaction consists of first-
lien, fixed-rate, high loan-to-value loans secured by one- to
four-family residential properties.

                 Rating Lowered And Remaining
                   On Creditwatch Negative
   
                  RAMP Series 2002-RZ2 Trust

                    Mortgage Asset-Backed
                  Pass-Through Certificates

                              Rating
                              ------
               Class    To               From
               -----    --               ----
               M-3      B/Watch Neg      BB/Watch Neg
    
                      Ratings Affirmed
   
                 RAMP Series 2002-RZ2 Trust

                    Mortgage Asset-Backed
                  Pass-Through Certificates

                 Class               Rating
                 -----               ------
                 M-1                 AAA
                 M-2                 A


READER'S DIGEST: Completes $2.6 Bil. Merger Deal with Ripplewood
----------------------------------------------------------------
Ripplewood Holdings L.L.C. completed the acquisition of The
Reader's Digest Association, Inc., the publisher and global
marketer of books, magazines, music, and video founded 85 years
ago by DeWitt and Lila Acheson Wallace.

The move to take Reader's Digest private completed 17 years of
public ownership and will result in the delisting of the firm's
familiar RDA ticker symbol on The New York Stock Exchange.

On Feb. 2, 2007, Reader's Digest shareholders voted to approve the
transaction, which was structured as a merger with an entity
created for purposes of the transaction.  Shareholders will
receive $17 per share in cash for each common share of Reader's
Digest they held, representing an approximately 23% premium over
the stock's average closing share price during the 45 trading days
prior to the deal's announcement on Nov. 16, 2006.  Including the
assumption of Reader's Digest debt as well as the WRC Media and
Direct Holdings deals, the full value of the transaction is
approximately $2.6 billion.

Along with Ripplewood, other investors in the transaction
include the J. Rothschild Group, GoldenTree Asset Management,
C.V. Starr & Co., GSO Capital Partners, Merrill Lynch Capital
Corp., and Magnetar Capital or their affiliates.

                      New President and CEO

Harvey Golub, Executive Chairman of Ripplewood and Chairman of
Reader's Digest, disclosed the appointment of Mary Berner as
President and CEO, succeeding Eric W. Schrier, who will become
an Industrial Partner with Ripplewood and a consultant to
Reader's Digest.  The change is effective immediately.  Ms.
Berner will assume responsibility for WRC Media and Direct
Holdings U.S. Corp., two of Ripplewood's portfolio companies
that are being integrated into the new Reader's Digest.

"We are delighted to complete this agreement and to take
Reader's Digest forward in the next chapter of building its
brands and businesses," Mr. Golub said.  "I am especially
pleased that Mary Berner is becoming the CEO.  She is the ideal
chief executive to unlock the inherent value of this
organization.  Mary is a proven leader and motivator of people,
and she possesses strategic scope and outstanding business
judgment.  Mary will have Reader's Digest running at top speed,
and employees and business partners alike can expect an exciting
future."

Ms. Berner brings broad experience in all aspects of the
publishing industry.  Most recently, she led Fairchild
Publications, Inc. from 1999 to 2006, first as President and CEO
and then as President of Fairchild and an officer of Conde Nast
when Fairchild became a division of Conde Nast Publications,
Inc.  Ms. Berner led the company to unprecedented financial
growth and doubled its portfolio of magazines and businesses,
leading to Advertising Age naming her "Publishing Executive of
the Year" in 2004.

Ms. Berner holds a B.A. from the College of the Holy Cross in
Worcester, MA.  She lives in Manhattan with her husband and four
children.

                        About Ripplewood

Based in New York, Ripplewood Holdings L.L.C. was established in
1995 by Timothy C. Collins, the firm's CEO.  Through five
institutional private equity funds it manages, Ripplewood has
invested in transactions in the United States, Europe, Asia and
the Middle East.  To date, it has managed over $10 billion of
capital in industries including direct marketing, consumer
products, industrial products, automotive, consumer electronics,
chemicals, financial services and technology.  The foundation of
the firm's approach is to enhance the value of the businesses it
acquires through a combination of strategic, operational and
financial actions.

The Wallaces founded Reader's Digest in 1922 in their Greenwich
Village, N.Y. apartment with the notion that people needed a
reader-friendly magazine to help them keep pace with a fast-
changing world.  The magazine included 30 stories each month,
one for each day, on a variety of topics.  An overnight success,
the magazine grew into a global powerhouse as the company added
new lines of business and moved into markets in most parts of
the world.

                     About Reader's Digest

Headquartered in Pleasantville, New York, The Reader's Digest
Association, Inc. (NYSE:RDA) -- http://www.rda.com-- is a global  
publisher and direct marketer of products including magazines,
books, recorded music collections and home videos.  Products
include Readers Digest magazine, which is published in 50 editions
and 21 languages.  Annual revenues approximate US$2.4 billion.
Reader's Digest has offices in Singapore, Korea, Malaysia,
Philippines, Thailand and India.


RESMAE MORTGAGE: Citadel Wins March 5 Auction with $180 Mil. Bid
----------------------------------------------------------------
Citadel Investment Group LLC won the auction for the assets and
business of ResMAE Mortgage Corp. with a $180 million bid, Bill
Rochelle of Bloomberg News reports.

According to Bloomberg, Citadel's bid includes $20 million for the
lending platform and 98.5 cents on the dollar for ResMAE
Mortgage's loan portfolio of $160 million.

Citadel beat Credit Suisse (USA) Inc., which submitted a
$19.1 million bid for the mortgage origination business, the
source relates.

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Credit Suisse also agreed to assume ResMAE Mortgage's certain
liabilities and retain 80% of its employees.

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Eugene S. Weil, the chief executive officer of Milestone Advisors
LLC, said, ResMAE Mortgage filed for bankruptcy because Credit
Suisse Securities LLC its parent, ResMAE Financial Corp., that it
would only proceed with the acquisition of ResMAE Mortgage's
assets through a Section 363 sale process.

ResMAE Financial hired Milestone Advisors to sell its shares or
assets to prospective bidders.  Credit Suisse was one of the 12
prospective bidders.

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

ResMAE Mortgage filed for chapter 11 protection on February 12,
2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J. DeFranceschi,
Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of more than $100 million.


ROGERS COMMS: Moody's Lifts Senior Debt's Rating to Baa3 from Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the Senior Secured ratings of
Rogers Cable Inc. and Rogers Wireless Inc. to Baa3 from Ba1, and
also upgraded Wireless' Senior Subordinated rating to Ba1 from
Ba2.

The Corporate Family Rating of Rogers Communications Inc. has been
withdrawn (previously Ba1), as this benchmark rating for
speculative grade companies is no longer applicable.  The rating
outlook is stable.  This action resolves the ratings review
initiated on Jan. 9, 2007.

The rating upgrades are based upon Moody's expectation that RCI is
likely to manage its capital structure in a Debt/EBITDA range
close to 3X, although it will have the ability to reduce leverage
materially below that level over the next three years.  Cable and
Wireless are both rated Baa3 even though Wireless has stronger
credit metrics than Cable, as there is no effective impediment to
the free flow of funds within the RCI group and Moody's believes
Wireless' positive cash flow will be used to support Cable's cash
drain over the next few years.  Additionally, Moody's believes
that the two operating subsidiaries are becoming more integrated
within Cable's incumbent territory.  If credit metrics were to
diverge further, however, the potential exists to differentiate
the ratings of the two subsidiaries.

The outlook for the rating is stable because Moody's expects RCI
to manage its capital structure within the leverage range
described above.

Upgrades:

   * Rogers Cable Inc.

      -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3
         from Ba1

   * Rogers Wireless Inc.

      -- Senior Subordinated Regular Bond/Debenture, Upgraded to
         Ba1 from Ba2

      -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3
         from Ba1

Outlook Actions:

   * Rogers Cable Inc.

      -- Outlook, Changed To Stable From Rating Under Review

   * Rogers Communications Inc.

      -- Outlook, Changed To Rating Withdrawn From Rating Under
         Review

   * Rogers Wireless Inc.

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * Rogers Communications Inc.

      -- Speculative Grade Liquidity Rating, Withdrawn, previously
         rated SGL-2

      -- Corporate Family Rating, Withdrawn, previously rated Ba1

Rogers Communications Inc. is a communications company that owns
all of Rogers Cable Inc., Canada's largest cable company, Rogers
Wireless Inc., Canada's largest wireless operator, and Rogers
Media Inc., which owns radio, TV, sports and publishing assets.
All companies are headquartered in Toronto, Ontario, Canada.


ROGERS WIRELESS: Moody's Lifts Sr. Debt's Rating to Ba1 from Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the Senior Secured ratings of
Rogers Cable Inc. and Rogers Wireless Inc. to Baa3 from Ba1, and
also upgraded Wireless' Senior Subordinated rating to Ba1 from
Ba2.

The Corporate Family Rating of Rogers Communications Inc. has been
withdrawn (previously Ba1), as this benchmark rating for
speculative grade companies is no longer applicable.  The rating
outlook is stable.  This action resolves the ratings review
initiated on Jan. 9, 2007.

The rating upgrades are based upon Moody's expectation that RCI is
likely to manage its capital structure in a Debt/EBITDA range
close to 3X, although it will have the ability to reduce leverage
materially below that level over the next three years.  Cable and
Wireless are both rated Baa3 even though Wireless has stronger
credit metrics than Cable, as there is no effective impediment to
the free flow of funds within the RCI group and Moody's believes
Wireless' positive cash flow will be used to support Cable's cash
drain over the next few years.  Additionally, Moody's believes
that the two operating subsidiaries are becoming more integrated
within Cable's incumbent territory.  If credit metrics were to
diverge further, however, the potential exists to differentiate
the ratings of the two subsidiaries.

The outlook for the rating is stable because Moody's expects RCI
to manage its capital structure within the leverage range
described above.

Upgrades:

   * Rogers Cable Inc.

      -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3
         from Ba1

   * Rogers Wireless Inc.

      -- Senior Subordinated Regular Bond/Debenture, Upgraded to
         Ba1 from Ba2

      -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3
         from Ba1

Outlook Actions:

   * Rogers Cable Inc.

      -- Outlook, Changed To Stable From Rating Under Review

   * Rogers Communications Inc.

      -- Outlook, Changed To Rating Withdrawn From Rating Under
         Review

   * Rogers Wireless Inc.

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * Rogers Communications Inc.

      -- Speculative Grade Liquidity Rating, Withdrawn, previously
         rated SGL-2

      -- Corporate Family Rating, Withdrawn, previously rated Ba1

Rogers Communications Inc. is a communications company that owns
all of Rogers Cable Inc., Canada's largest cable company, Rogers
Wireless Inc., Canada's largest wireless operator, and Rogers
Media Inc., which owns radio, TV, sports and publishing assets.
All companies are headquartered in Toronto, Ontario, Canada.


RURAL/METRO CORP: Moody's Reviews Ratings and May Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Rural/Metro Corporation and that of its subsidiary, Rural/Metro
LLC, on review for possible downgrade.  

The review follows the recent report by the company that it had
failed to file its Form 10-Q for the second quarter of 2007 with
the SEC on a timely basis and that it would also be restating its
financial statements to reflect a change in accounting treatment
with respect to certain inventories.

Ratings placed under review for possible downgrade:

   * Rural/Metro LLC

      -- $20 million senior secured revolving credit facility, due
         2010, rated Ba2, LGD2, 15%

      -- $45 million senior secured letter of credit facility, due
         2011, rated Ba2, LGD2, 15%

      -- $100 million senior secured term loan B, due 2011, rated
         Ba2, LGD2, 15%

      -- $125 million, 9.875%, senior subordinated notes, due
         2015, rated B3, LGD4, 63%

   * Rural/Metro

      -- $93.5 million, 12.75% senior discount notes, due 2016,
         rated Caa1, LGD6, 92%

      -- Corporate Family Rating, rated B2

      - Probability of Default Rating, rated B2

The review for possible downgrade follows Rural/Metro's failure to
file its second quarter 10-Q with the SEC on a timely basis.  The
notice of default sent to Rural/Metro by Wells Fargo Bank with
respect to the company's $125 million senior subordinated notes
and its $93.5 million senior discount notes and the possible
delisting of the company's common stock from the Nasdaq Capital
Market are a result of this failure.  The review has also been
prompted by the company's report that it will be restating its
financial statements to reflect an adjustment to its inventory
accounts.  It is Moody's understanding that the aforementioned
issues may be resolved as required within the grace period under
the indentures.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection and other safety services
in 24 states and approximately 400 communities throughout the
United States.  Revenues for the twelve months ended Sept. 30,
2006, were approximately $552 million.


SELECT MEDICAL: Moody's Pares Corp. Family Rating to B2 from B1
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Select Medical Holdings Corp. to B2 from B1.  In addition,
Moody's downgraded the ratings on Select Medical Corporation's
revolving credit facility, Term Loan B, inclusive of the proposed
$100 million incremental term loan, and senior subordinated notes.
Further, Moody's downgraded Holdings' senior floating rate notes
and the company's Speculative Grade Liquidity Rating.

These actions conclude the review of the ratings for possible
downgrade initiated on Jan. 29, 2007, following Select's report
that it would acquire the outpatient rehabilitation business of
HealthSouth Corporation for $245 million.  Moody's understands
that the company plans to use the incremental term loan and
availability under its revolving credit facility to fund the
acquisition.

The downgrade of the Corporate Family Rating to B2 reflects the
reduced financial flexibility resulting from the increase in
funded debt and associated interest expense.  In addition, Moody's
expects further increases to lease adjusted leverage in 2007 due
to declining levels of pro forma EBITDA as the company absorbs the
full effect of reductions in long-term acute care hospital
reimbursement that became effective during 2006.  Further
reductions may also result from the current proposed reimbursement
change that will become effective July 1, 2007.

The ratings are supported by the company's considerable scale and
diversity.  The acquisition of HealthSouth's outpatient
rehabilitation business is expected to approximately double the
number of rehabilitation clinics in Select's portfolio and expand
the company's geographic footprint, making it one of the largest
outpatient rehabilitation providers in the country.  The
acquisition will also decrease the company's reliance on Medicare
reimbursement that is inherent in the LTAC business.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
reflects Moody's expectation for reduced cash flow resulting
primarily from the lower Medicare reimbursement for LTAC
hospitals.  Additionally, start-up losses and capital expenditures
associated with continued development and the company's transition
plans for compliance with Medicare's hospital-within-hospital
admission criteria are expected to constrain cash flow over the
next four quarters.  The SGL-3 rating also reflects the
expectation that the company will use a significant portion of its
available revolver to partially fund the acquisition of
HealthSouth's outpatient rehabilitation business, reducing
external availability of liquidity.

The stable rating outlook reflects the expectation that near-term
stability in the outpatient rehabilitation business will aid in
the company's ability to deal with further challenges in the LTAC
business.

These are the rating actions:

   * Select Medical Holdings Corp.:

      -- Corporate Family Rating, to B2 from B1

      -- Probability of Default, to B2 from B1

      -- Senior floating rate notes, to Caa1, LGD6, 91% from B3
         LGD6, 90%

   * Select Medical Corp.:

      -- Senior secured revolving credit facility, to Ba2, LGD2,
         20% from Ba1, LGD2, 19%

      -- Senior secured term loan, to Ba2, LGD2, 20% from Ba1
         LGD2,

      -- 7.625% Senior subordinated notes, to B3, LGD4, 69% from
         B2, LGD4, 67%

      -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

The outlook for the ratings is stable.

Select Medical is a leading operator of specialty hospitals and
outpatient rehabilitation facilities in the United States.  Select
Medical had revenue of approximately $1.8 billion for the twelve
months ended Sept. 30, 2006.


SG RESOURCES: S&P Rates $235 Million Credit Senior Facility at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
issue rating and '3' recovery rating to SG Resources Mississippi
LLC's $235 million senior secured credit facilities, which consist
of a $75 million senior secured revolving credit facility due 2012
and a $160 million senior secured delayed-draw term loan B due
2014.  The outlook is stable.  The '3' recovery rating indicates
the expectation of meaningful (50%-80%) recovery of principal in a
payment default scenario.  Ratings are preliminary, subject to
receipt and analysis of final documentation.

The 'BB-' rating reflects these risks:

   * Construction of the project is ongoing, and is not expected
     to be fully completed until the fourth quarter of 2009;

   * A significant portion of current contracts expire before the
    loan matures, and

   * will need to be recontracted.

In Standard & Poor's base case scenario, mandatory amortization
and cash sweeps do not pay off debt by loan maturity, and will
have to be refinanced in a mostly merchant environment; and
Increased competition from additional storage capacity that is
proposed or under construction could depress storage rates.

However, these risks are adequately offset at the 'BB-' rating
level by these strengths:

Contracts with highly rated counterparties represent 86% of
project capacity, ensuring a baseline level of cash flow in the
contract years; Adequate liquidity and equity contingency mitigate
some concern over possible cost overruns or construction delays;
In addition to being downstream of pipeline constraints foreseen
by Pace Global Energy Services, the project is well positioned to
serve the Florida gas market relative to recently rated storage
projects; The management team has successful salt dome storage
development and management experience; and The project has a
six-month debt service reserve.

The stable outlook reflects our expectation that construction will
proceed as planned.

"The ratings could benefit if sustained positive market
fundamentals allow the project to achieve material deleveraging
over our base case," said Standard & Poor's credit analyst Chinelo
Chidozie.

"However, the ratings or outlook could be negatively pressured by
significant construction delays and/or cost overruns, or if a
shift in market fundamentals leads to lower storage rates while a
significant portion of the project's capacity is uncontracted,"
Ms. Chidozie continued.


SHARPS S&P: S&P Cuts 2 Series 2004 Notes' Ratings to BB- from BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes issued by Sharps SP I LLC Net Interest Margin Trust's series
2004-HE1N and 2004-HS1N to 'BB-' from 'BBB-' and placed them on
CreditWatch with negative implications.

The downgrades and negative CreditWatch placements reflect the
adverse performance of these net interest margin securities
transactions, as well as that of their respective underlying
transactions.  These NIMS deals have not received any excess
interest cash flows from their underlying transactions for a
number of months, as the excess interest has been used to
cover monthly net losses or to rebuild the overcollateralization
of the underlying deals.  The sole source of cash has been
prepayment penalty fees, which have diminished significantly.

As a result, both NIMS transactions have incurred interest
shortfalls that are not likely to be repaid.  Based on the
current performance of the underlying transactions, cash flow
projections indicate that the outstanding principal balances of
these NIMS deals are not likely to be fully repaid.

Series 2004-HE1N has approximately 14.04% of its original
principal balance outstanding, while 5.22% of series 2004-HS1N's
original principal balance remains.  Both NIMS deals are 35 months
seasoned.

Standard & Poor's will continue to closely monitor the performance
of these NIMS deals and their respective underlying transactions.
If the NIMS deals begin to consistently receive excess interest
from their respective underlying transactions, Standard & Poor's  
will affirm the ratings and remove them from CreditWatch.

Conversely, if the NIMS transactions continue to receive no excess
interest cash flows, Standard & Poor's will take further negative
rating actions on these notes.

The collateral for the underlying transactions consists of
subprime, fixed- or adjustable rate, first- or second-lien
mortgage loans secured by residential properties.

                   Ratings Lowered And Placed
                    On Creditwatch Negative

                 Sharps SP I Llc Net Interest
                    Margin Trust 2004-He1n

               Class      To              From
               -----      --              ----
               Notes      BB-/Watch Neg   BBB-

                 Sharps SP I LLC Net Interest
                    Margin Trust 2004-HS1N

                Class      To              From
                -----      --              ----
                Notes      BB-/Watch Neg   BBB-


SIGMA HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sigma Holdings, LLC
        871 West Oakland Park Boulevard
        Wilton Manors, FL 33311
        Tel: (954) 568-4915

Bankruptcy Case No.: 07-11476

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                            Case No.
      ------                            --------
      Jade Gardens Dania, LLC           07-11478
      Jade Gardens Hallandale, LLC      07-11513

Chapter 11 Petition Date: March 5, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtors' Counsel: Geoffrey S. Aaronson, Esq.
                  Geoffrey S. Aaronson, P.A.
                  100 Southeast 2nd Street, 27th Floor
                  2525 Ponce De Leon Boulevard
                  Coral Gables, FL 33134
                  Tel: (305) 460-1287
                  Fax: (305) 675-3880

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
   Sigma Holdings, LLC    Less than $10,000    $100,000 to
                                               $1 Million

   Jade Gardens           Less than $10,000    $1 Million to
   Dania, LLC                                  $100 Million

   Jade Gardens           $100,000 to          $100,000 to
   Hallandale, LLC        $1 Million           $1 Million

A. Jade Gardens Dania, LLC's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Michael Linde                              $244,000
18690 Northeast 22 Avenue
North Miami Beach, FL 33180

Steven Burke                               $155,000
407 Lincoln Road
Miami Beach, FL 33140

FSMC II Corp.                               $14,256
7767 Kismet Street
Hialeah, FL 33014

Maria Le Duc                                 $4,500

Robert Fox/Building Unlimited                $4,500

Charles Neustein Esq.                        $4,000

Verzura Construction                         $1,500

G Roofing Systems                            $1,250

City of Dania                                  $935

All City Refuse                                $435

B. Jade Gardens Hallandale, LLC's Nine Largest Unsecured
   Creditors:

   Entity                              Claim Amount
   ------                              ------------
Michael Linde                              $244,000
18690 Northeast 22 Avenue
North Miami Beach, FL 33180

Robert Fox/Buildings Unlimited             $244,000
871 West Oakland Park Boulevard
Wilton Manors, FL 33311

Steven Burke                               $186,000
407 Lincoln Road
Miami Beach, FL 33140

Internal Revenue Service                   $108,000

Broward County Revenue                      $70,200

FSMC II Corp.                               $14,256

Maria Le Duc                                 $4,500

Charles Neustein, Esq.                       $4,000

City of Hallandale Beach                       $700


SOLUTIA INC: Appoints James Voss to Become President of Flexsys
---------------------------------------------------------------
Solutia Inc. disclosed that James R. Voss will become president of
Flexsys, upon completion of the acquisition of the 50% of Flexsys
that Solutia does not currently own.

Mr. Voss, 40, has been serving as Solutia's senior vice president
for business operations since 2005.  He will succeed Enrique
Bolanos, who will become chairman emeritus of Flexsys upon
Solutia's acquisition of Flexsys.

"Flexsys is a truly outstanding global business and it will become
an integral part of Solutia," Jeffry N. Quinn, chairman, president
and chief executive officer of Solutia Inc., said.  "Jim's
leadership as a proven executive will ensure we fully capitalize
on the key role Flexsys will play in Solutia's future success."

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Solutia has reached a definitive agreement to purchase Akzo Nobel
N.V.'s stake in Flexsys, the rubber chemicals joint venture
between Akzo Nobel and Solutia.  Solutia and Akzo Nobel have
entered into a letter agreement committing the parties to execute
the definitive agreement upon completion of consultation with
Dutch employee works council representatives.  The parties are
moving forward to obtain the required approval of the U.S.
Bankruptcy Court before which Solutia's Chapter 11 proceedings are
pending, the receipt of required regulatory approvals, finalizing
the definitive purchase agreement for Akzo Nobel's Crystex
business in Japan and the fulfillment of other customary closing
conditions.

Mr. Bolanos, has led Flexsys for the past eight years.  As
chairman emeritus he will continue to play an active role in the
business.

"Flexsys must continue to meet its customers' needs and its
business goals," Mr. Voss said.  "We are very pleased to have the
benefit of Enrique's nearly three decades of industry experience
to ensure a smooth and timely transition."

In his new role, Mr. Voss will continue to report to Mr. Quinn.  
Mr. Voss joined Solutia in 2005 from Premcor Inc., a major
independent oil refiner, where he served as senior vice president
and chief administrative officer.  Mr. Voss holds bachelor's
degrees in psychology and sociology from Maryville University, a
master's degree in human resources development from Webster
University and an MBA from Washington University in St. Louis.

                          About Flexsys

Based in Brussels, Belgium, Flexsys -- http://www.flexsys.com/--   
supplies chemicals for the rubber industry.  With 2005 sales of
approximately $600 million, Flexsys employs about 600 people
worldwide.  Formed in 1995, Flexsys products play a role in the
manufacture of tires and other rubber products such as belts,
hoses, seals and footwear.  These chemicals help cure and protect
rubber, increase durability, lengthen product life, and provide
color control and heat resistance.  Flexsys' products are
manufactured at facilities across Europe, North America, South
America and Asia.  Flexsys also operates three technology centers
as well as sales offices around the world.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell    
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.


SOUTHERN NATURAL: Intends to Redeem Aggregate $400 Million Notes
----------------------------------------------------------------
Southern Natural Gas Company, a subsidiary of El Paso Corporation
will redeem for cash the entire $400 million aggregate principal
amount outstanding of its 8-7/8% notes due 2010.  The redemption
date will be March 30, 2007.

Southern Natural will pay a redemption price of $1,044.38 per
$1,000 principal amount of the notes, plus any accrued and unpaid
interest to March 30, 2007.

Payment of the redemption price will be made on or after
Mar. 30, 2007 upon presentation and surrender of the notes by
mail or hand delivery to The Bank of New York, 101 Barclay Street,
Floor #8, New York, New York 10286, Attention: Corporate Trust
Administration.  Unless Southern Natural defaults in making the
redemption payment, interest on the notes will no longer accrue on
or after the redemption date and the only remaining right of the
holders thereof is to receive payment of the redemption price upon
surrender to The Bank of New York of the notes.

Southern Natural said that a notice of redemption has been sent
to all currently registered holders of the notes by the trustee,
The Bank of New York.  Copies of the notice of redemption and
additional information relating to the procedure for redemption
may be obtained from The Bank of New York by calling 1-800-254-
2826 (toll-free).

                      About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corp. (NYSE:EP)
-- http://www.elpaso.com/-- provides natural gas and related   
energy products in a safe, efficient, and dependable manner.
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural
gas producers.  The company has operations in Argentina.

                     About Southern Natural

Southern Natural Gas is a part of El Paso Corporation's Southern
Pipeline Group.

                         *     *     *
        
As reported in the Troubled Company Reporter on Mar. 2, 2006,
Moody's Investors Service reviews El Paso Corporation's
Subordinate Convertible Bond rating at Caa1 on Review for
Possible Upgrade.

On Nov. 6, 2006, Moody's revised its Ba2 rating on the Southern
Natural's Nts, 6.125% through 8.875%, due 2007 through 2032 to
Ba1, and assigned and LGD3 loss-given-default rating, suggesting
noteholders will experience a 35% loss in the event of a default.


SR TELECOM: Completes Redemption of 10% Secured Debentures
----------------------------------------------------------
SR Telecom completed Tuesday the previously announced redemption
of its outstanding 10% secured convertible debentures due October
15, 2011.  The transaction simplifies the Company's financial
structure through the elimination of second-ranking secured
creditors and frees up approximately $4.7 million in restricted
cash on its balance sheet.

Debenture holders representing $1,906,863 principal amount of
debentures elected to convert the debentures they held, together
with accrued and unpaid interest, into common shares at the
effective amended rate of $0.15 per common share.  As a result,
the company has issued 13,181,651 common shares, bringing the
total number of common shares now issued and outstanding to
746,574,711.

In addition, the company redeemed a total of $743,509 principal
amount of debentures for $1,038.63 per $1,000 of principal amount;
equaling the principal amount plus $38.63 of accrued and unpaid
interest.  As a result, a total of $2,650,372 principal amount of
debentures were either redeemed or converted into common shares as
part of this transaction.  These represent the balance of
debentures outstanding out of $75,539,018 originally issued on
August 22, 2005.  The Company's net cash proceeds on the
transaction, net of restricted cash used to redeem debentures, is
approximately $4.0 million.

Over the last several months, SR Telecom has moved aggressively to
transform into an organization that creates value for
shareholders, employees, partners and customers.  The company
recently announced substantial progress in its restructuring
initiatives; solidified its financial footing with support from
its shareholders; and refocused its energies on core business
activities with the sale of its telecommunications service
provider subsidiary in Chile, Comunicacion y Telefonia Rural
(CTR). SR Telecom remains committed to the high-growth global
WiMAX market, where it expects to play an important role as the
market develops.

                         About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access   
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  

SR Telecom's long-term credit rating carries Standard & Poor's
Ratings Services' D rating.


STONEY LANE: S&P Rates $18 Million Class D Notes at BB
------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Stoney Lane Funding I Ltd./Stoney Lane Funding I
Corp.'s $462.65 million floating-rate notes.

The preliminary ratings are based on information as of
Feb. 27, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

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

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

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

                   Preliminary Ratings Assigned

                    Stoney Lane Funding I Ltd.
                    Stoney Lane Funding I Corp.
   
      Class                      Rating                 Amount
      -----                      ------               -----------
      A-1                        AAA                 $369,900,000
      A-2                        AA                   $24,500,000
      B                          A                    $25,000,000
      C                          BBB                  $25,000,000
      D                          BB                   $18,250,000
      Preference shares          NR                   $37,350,000
   
                         NR -- Not rated.


SUNTERRA CORP: To Pay $3 Million to European Taxing Authorities
---------------------------------------------------------------
Sunterra Corporation has concluded its analysis of unpaid
withholding taxes, income taxes and value-added taxes related to
transactions conducted by its European subsidiary during calendar
years 2002 through 2006.  As a result, the company will
voluntarily pay approximately $3 million to the European tax
authorities in the next several weeks and has established a
reserve for probable tax liabilities of approximately $6.8
million.  Therefore, the total amount of taxes to be paid and
additional reserve amounts to approximately $9.8 million.

Sunterra previously disclosed that its European operations
underwithheld certain employment-related taxes in Spain.  The
$3 million of payments plus the $6.8 million reserve is in
addition to the $4 million voluntarily paid to Spanish tax
authorities in May 2006.  The company is preparing to make
payments of $3 million to European tax authorities for unpaid
withholding taxes, income taxes and value-added taxes and
estimates that it will be required to pay $800,000 in interest and
surcharges related to this payment.  The $800,000 estimate is
included in the $9.8 million total.

The company continues to assess a number of issues generally
confined to compliance, deferred maintenance and resort licensing
in Europe.  Additionally, the company is reviewing the terms under
which certain European properties were transferred into a European
trust.  Depending on the results of this review, the company may
be required to account for sale of certain trust points as
operating leases.  These issues could have a material adverse
effect on Sunterra Europe.  Sunterra Europe will be reflected as a
discontinued operation in the company's financial statements for
the fiscal year ended Sept. 30, 2006, and the company has
concluded that its investment in Sunterra Europe will be
substantially impaired.

                      Financial Restatement

The company intends to restate its financial results for the
fiscal years ended Dec. 31, 2002, through Sept. 30, 2005, and for
the fiscal quarter ended Dec. 31, 2005.  Sunterra has not filed
financial statements for the fiscal quarters ended March 31, 2006,
June 30, 2006, and Dec. 31, 2006, and for the fiscal year ended
Sept. 30, 2006.

The restatement is a result of certain issues with respect to
European taxes and historical accruals, which were determined by
management after its review of the factual findings of the
independent investigation of the Audit and Compliance Committee of
its Board of Directors into certain allegations by a former
employee regarding, among other things, accounting improprieties
at its European subsidiary.

The company engaged BDO Seidman, LLP, on Dec. 8, 2006, to serve as
its independent registered public accounting firm and,
specifically, to re-audit the Company's historical financial
statements for certain prior periods, to audit the financial
statements for the fiscal year ended Sept. 30, 2006, and to
perform the required review of the annual report for that fiscal
year and quarterly reports.  BDO has commenced, but has not yet
completed, the re-audit or audit.

The company can't say when the re-audit and audit will be
completed.

                      Credit Facility Waiver

On Feb. 1, 2007, the company entered into a waiver and amendment
to its credit facility with Merrill Lynch Mortgage Capital Inc.,
as administrative agent and collateral agent for the lenders under
the facility, pursuant to which, among other things, the company
is permitted to postpone until July 31, 2007, the delivery of
audited financial statements for the fiscal year ended Sept. 30,
2006.

If the company cannot complete the audit and provide audited
financials by July 31, which is the expiration date for the credit
facility, the company would intend to request an additional waiver
in connection with an extension or renewal of the credit facility.

                          About Sunterra

Sunterra Corporation (PINKSHEETS: SNRR) --
http://www.sunterra.com/-- is one of the world's largest vacation  
ownership companies with more than 324,000 owner families and
nearly 100 branded or affiliated vacation ownership resorts
throughout the continental United States and Hawaii, Canada,
Europe, the Caribbean and Mexico.


SWEETSKINZ HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: SweetskinZ Holdings, Inc.
             33 Rock Hill Road, Suite 130
             Bala Cynwyd, PA 19004

Bankruptcy Case No.: 07-10288

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      SweetskinZ, Inc.                           07-10289

Type of Business: The Debtor sells bicycle tires that are colorful
                  by day, and reflective at night.  See
                  http://www.sweetskinz.com/

Chapter 11 Petition Date: March 5, 2007

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Adam G. Landis, Esq.
                  Kerri K. Mumford, Esq.
                  Landis Rath & Cobb LLP
                  919 Market Street, Suite 600
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
SweetskinZ Holdings, Inc.    $100,000 to         $1 Million to
                             $1 Million          $100 Million

SweetskinZ, Inc.             $100,000 to         $1 Million to
                             $1 Million          $100 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rubin, Bailin, Ortoli, Mayer  Professional               $63,000
& Baker LLP                   Services
405 Park Avenue, 15th Floor
New York, NY 10022

Spector Gadon & Rosen, P.C.   Professional               $28,500
Seven Penn Center             Services
1635 Market Street, 7th Floor
Philadelphia, PA 19103

The Star Group                Trade                      $20,000
P.O. box 4053
Southeastern, PA 19398

Scott McPherson CPA, PLLC     Professional               $17,500
                              Services

Akin, Gump, Strauss, Hauer    Professional               $17,500
& Feld, L.L.P.                Services

33 Rock Hill Road Associates  Rent                       $10,056
LP

DF Young                      Trade                       $9,800

Morison Cogen LLP             Professional                $9,690
                              Services

Andrew Boyland                Wages/Salaries, etc.        $5,316

E. Victor Rollins             Wages/Salaries, etc.        $5,212

Proforma Graphic Info         Trade                       $4,267
Service

Delaware Secretary of State   Tax                         $4,200

David Anderson                Wages/Salaries, etc.        $4,105

United Healthcare             Employee Benefits           $3,379

TNT Freight Management        Trade                       $2,700

Interbike                     Trade                       $2,230

Fanny M. Berry                Wages/Salaries, etc.        $1,780

Kelli A. Murphy               Wages/Salaries, etc.        $1,355

Bicycle Retailer & Industry   Trade                       $1,326
News

The Bike Shop List            Trade                       $1,200


SYNAGRO TECH: Moody's Junks Rating on Proposed $150 Mil. Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned Ba3, LGD3, 30% ratings to
Synagro Technology, Inc's proposed $390 million first lien
facilities and a Caa1, LGD5, 82% rating to the company's proposed
$150 million second lien term loan.

Concurrently, Moody's assigned a B2 Corporate Family Rating and a
B2 Probability of Default Rating to Synagro.  The ratings were
assigned in conjunction with the proposed acquisition of Synagro
by The Carlyle Group.

The B2 Corporate Family Rating and instrument ratings reflect the
high leverage pro forma for the proposed capital structure, weak
interest coverage and low free cash flow generation relative to
debt.  The ratings benefit from a relatively low level of
maintenance capital expenditures and the stability and term of the
underlying contracts, including volume guarantees.  

Nonetheless, Moody's anticipates that free cash flow generation
could turn negative in the future because of growth-oriented
capital expenditures in new plants and facilities, as was the case
in 2006.  The ratings reflect a stable, recession resistant
industry and the essential nature of the company's services.  The
ratings also benefit from the potential size of the market for
managing biosolids from wastewater, including expenditures by
municipalities directly vis-a-vis the company's current size.

Assigned:

   * Ba3, LGD3, 30% rating to the proposed first lien credit
     facilities consisting of a $100 million revolver due 2013,
     and a $290 million term loan due 2014;

   * Caa1, LGD5, 82% rating to the proposed $150 million second
     lien term loan due 2014;

   * B2 Corporate Family Rating;

   * B2 Probability of Default Rating;

The ratings outlook is stable.

Synagro Technologies, Inc., based in Houston, Texas, is the
largest recycler of biosolids and other organic residuals in the
United States within the estimated $8 billion organic residuals
industry, which includes water and wastewater residuals.  Synagro
serves more than 600 municipal and industrial water and wastewater
treatment accounts with operations in 33 states and the District
of Columbia.  Revenues for fiscal 2006 were $346 million.


TK ALUMINUM: Soliciting Consents to Proposed Indenture Amendments
-----------------------------------------------------------------
Teksid Aluminum Luxembourg S.a r.l., S.C.A., an indirect
subsidiary of TK Aluminum Ltd., has commenced a solicitation
of consents from each holder of its outstanding 11.375% Senior
Notes due 2011 pursuant to a consent solicitation statement dated
March 2, 2007, to implement proposed amendments to the indenture
governing the Senior Notes.  The consent solicitation will expire
today, March 8, 2007, at 10:00 a.m., New York City time (3:00
p.m., London time), unless extended.

In order to execute a supplemental indenture giving effect to the
proposed amendments, consents from holders of at least a majority
of the then aggregate outstanding principal amount of Senior Notes
must be obtained on or prior to the Expiration Date.  Once the
company receives the Requisite Consents, it will execute the
Supplemental Indenture.

Noteholders who consent at or prior to the execution of the
Supplemental Indenture may revoke their consents at any time prior
to the execution of the Supplemental Indenture, but not
thereafter.

The company is making the consent solicitation in connection with
the sale of certain assets and operations to Tenedora Nemak, S.A.
de C.V., a subsidiary of Alfa, S.A.B. de C.V. As previously
announced, the company has been negotiating with Nemak to amend
the terms of the Nemak Sale.  Under the terms of the letter of
understanding with Nemak as to the proposed terms of an amended
Nemak Sale, the company would sell its operations in North America
and South America and 30% of its equity interests in a joint
venture, Nanjing Teksid Aluminum Foundry, in the initial closing
and would sell its operations in Poland and the remaining 40%
equity interests in Nanjing Teksid Aluminum Foundry in one or more
subsequent closings.  However, the letter of understanding with
Nemak places Nemak under no obligation to consummate a transaction
until a definitive agreement to amend the transaction has been
executed.  Closing of the amended Nemak transaction is subject to
various conditions, including the receipt of the Requisite
Consents by the company and other customary conditions, including
regulatory approvals.

The proposed indenture amendments would permit the Nemak Sale, as
it is proposed to be amended, and implement the other terms that
were agreed to with the financial and legal advisors to the adhoc
committee of Noteholders.
    
The advisors to the adhoc committee of bondholders have informed
the company that holders of approximately 55% of the outstanding
principal amount of Senior Notes have indicated that they will
provide their consent in the Consent Solicitation.  Assuming these
holders do consent as they have indicated, the Requisite Consents
will be obtained.

There will not be any consent fee offered to holders of Senior
Notes in conjunction with the consent solicitation.

The completion of the consent solicitation is subject to, among
other things, these conditions: the valid receipt, prior to the
Expiration Date, of the Requisite Consents, and the due execution
of the Supplemental Indenture; and certain other general
conditions described in the Statement.

These conditions are for the company's sole benefit and the
company may waive them in whole or in part at any or at various
times prior to the expiration of the consent solicitation in its
sole discretion.  In addition, subject to the terms set forth in
the Statement, the company expressly reserves the right, but will
not be obligated, at any time or from time to time, on or prior to
the Expiration Date, to extend or amend the consent solicitation
in any respect, subject to applicable law.

In addition, for further information please contact the Consent
Solicitation Agent:

     Lazard Freres & Co. LLC
     Attention: Investment Banking Department
     30 Rockefeller Plaza
     New York, New York 10020
     Telephone (212)-632-6000 or 1-800-LAZ-F144 (toll-free)

Copies of the Statement may be obtained from Information Agent and
Tabulation Agent in Luxembourg:

     The Bank of New York (Luxembourg) S.A.
     Attention: Corporate Trust Administration
     One Canada Square
     London E14 5AL, England
     Telephone +44-207-964-6461

                      About Teksid Aluminum

Teksid Aluminum -- http://www.teksidaluminum.com/-- manufactures    
aluminum engine castings for the automotive industry.  Principal
products include cylinder heads, engine blocks, transmission
housings and suspension components.  The company operates 15
manufacturing facilities in Europe, North America, South America
and Asia.  The company maintains operations in Italy, Brazil and
China.

Until Sept. 2002, Teksid Aluminum was a division of Teksid S.p.A.,
which was owned by Fiat.  Through a series of transactions
completed between Sept. 30, 2002 and Nov. 22, 2002, Teksid S.p.A.
sold its aluminum foundry business to a consortium of investment
funds led by equity investors that include affiliates of each of
Questor Management Company, LLC, JPMorgan Partners, Private Equity
Partners SGR SpA and AIG Global Investment Corp.  As a result of
the sale, Teksid Aluminum is owned by its equity investors through
TK Aluminum Ltd., a Bermuda holding company.

                          *     *     *

On Jan. 16, 2007, Moody's Investors Service placed TK Aluminum
Ltd.'s long-term corporate family rating at Caa3.


TXU CORP: No Increase in Electric Delivery Rates, Say Investors
---------------------------------------------------------------
Texas Energy Future Holdings Limited Partnership -- the holding
company formed by Kohlberg Kravis Roberts & Co., Texas Pacific
Group and other investors to acquire TXU Corp. -- issued a
statement to clarify the impact of the consummation of the
transaction at TXU Electric Delivery, TXU's regulated transmission
and distribution business.

"Here are the facts," Michael MacDougall of TPG stated.  "There
will be no new debt at TXU Electric Delivery to fund this
transaction.  There is no basis for rates at TXU Electric Delivery
to increase as a result of the transaction.  In fact, the Texas
Public Utility Commission will continue to have complete authority
over TXU Electric Delivery rates."

"Under the current regulatory system, we have committed to hold a
majority of our ownership interest in TXU for more than five
years," Fred Goltz of KKR said.  "We have no intention to spin-off
or sell any of the businesses.  Upon completion of the
transaction, we will create three separate and distinct businesses
for the generation, transmission and distribution, and retail
entities.  This will better position each business to focus on the
unique customers that it serves.  The competitive generation and
retail businesses can comfortably support the debt related to the
transaction."

Although all three of the TXU businesses will remain in the
Dallas/Fort Worth area, they will have distinct names and separate
management teams, headquarters and boards of directors.

   * Generation: Luminant Energy will be the new company name,
     reflecting its new direction and encompassing TXU's power,
     wholesale, development and construction businesses;

   * Transmission and Distribution: TXU Electric Delivery will be
     renamed Oncor Electric Delivery; and

   * Retail: TXU Energy will retain use of its name for the retail
     business.

As a result of this merger, a newly-privatized TXU has committed
to delivering price cuts and price protection benefits to electric
customers, strengthen environmental policies and make significant
investments in alternative energy, conservation and efficiency
measures to ensure the reliability and sustainability of Texas'
power supply.

                          About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a   
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                          *     *     *

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.

As reported in the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TXU Corp. to 'BB' from 'BBB-'.  
Standard & Poor's also lowered its senior unsecured debt rating on
the company to 'B+' from 'BB+'.  The ratings on TXU remain on
CreditWatch with negative implications.


TXU CORP: Units Inks $1.5 Billion Credit Agreement With Lenders
---------------------------------------------------------------
TXU Corp. reported that TXU Energy Company LLC, a wholly-owned
subsidiary, entered into a $1.5 billion, Revolving Credit
Agreement with Credit Suisse, Cayman Islands Branch, as
administrative agent for the Lenders, and as fronting bank for
letters of credit issued; and Citigroup, N.A., as fronting bank
for letters of credit issued.  The facilities provided under the
Credit Agreement may be used for working capital and other general
corporate purposes, including letters of credit and advances to
affiliates.

Total extensions of credit under the Credit Agreement may not
exceed $1.5 billion of which $1 billion is available for letters
of credit.  Except in limited circumstances, the facility will
expire on Feb. 23, 2008, at which time all outstanding amounts
under the facility will be due and payable and outstanding letters
of credit will expire. A s a condition to any borrowing under the
Credit Agreement, the available commitments under that certain
Revolving Credit Agreement, dated as of Aug. 12, 2005, among TXU
Energy and TXU Electric Delivery Company, as borrowers, the
lenders party thereto, Citibank, N.A., as administrative agent,
and the fronting banks named therein must be zero.

The terms of the facility are comparable to terms of the majority
of TXU Energy's other facilities.  More specifically, rates for
borrowing under the Credit Agreement are based upon whether the
borrowing is a Eurodollar loan or an Alternate Base Rate loan.  
Eurodollar loans will bear interest at a rate per annum of LIBO
plus an applicable margin based on the applicable credit rating of
TXU Energy's senior unsecured non-credit enhanced long term debt.  
Alternate Base Rate loans will bear interest at a rate per annum
equal to the greater of (i) the federal funds rate plus 1/2 of 1%
or (ii) the prime rate.

Under the terms of the Credit Agreement, Energy Holdings has
agreed to pay a commitment fee on the unused portion of the
facility and a drawdown fee at the time of initial borrowing
equal to 0.55% of the amount of the facility.  Under the terms
of the Credit Agreement, Energy Holdings has also agreed to pay a
fronting fee and a letter of credit fee with respect to letters
of credit issued under the Credit Agreement.  The fronting fee is
equal to 0.125% of the stated amount of each letter of credit.  
The letter of credit fee is based on the face amount of the letter
of credit calculated at a rate per annum based on the applicable
credit rating of the TXU Energy's senior unsecured non-credit
enhanced long term debt.  In addition, Energy Holding has agreed
to pay certain administrative fees to Credit Suisse, for services
that it renders in its capacity as administrative agent for the
lenders.

The Credit Agreement contains usual and customary covenants
for credit facilities of this type, including covenants limiting
liens, mergers and substantial asset sales or acquisitions.  The
Credit Agreement provides that the ratio of consolidated earnings
available for fixed charges to consolidated fixed charges as of
the end of each quarter of each fiscal year of Energy Holdings be
no less than 2 to 1.  In addition, ratios of consolidated senior
debt to consolidated total capitalization as of the end of each
quarter of each fiscal year of Energy Holdings shall not be
greater than 0.60 to 1.

In the event of a default by Energy Holdings under the Credit
Agreement, including cross-defaults relating to indebtedness
in a principal amount in excess of $50 million of TXU Energy or
its subsidiaries, the lenders may terminate the commitments made
under the Credit Agreement, declare the amount outstanding,
including all accrued interest and unpaid fees, payable
immediately, and enforce any and all rights and interests
created and existing under the Credit Agreement, including
all rights of set-off and all other rights available at law.

With respect to the other parties to the Credit Agreement, TXU
Energy has or may have had customary banking relationships based
on the provision of a variety of financial services, including
investment banking, underwriting, lending, commercial banking and
other advisory services.  None of these services are material to
TXU Energy individually or in the aggregate with respect to any
individual party.

                       About TXU Energy

TXU Energy Company is a wholly-owned subsidiary of US Holdings,
which is a wholly-owned subsidiary of TXU Corp.  TXU Energy
Company engages in electricity generation

                        About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy company that manages a    
portfolio of competitive and regulated energy businesses in North
America.  In TXU Corp.'s unregulated business, TXU Energy provides
electricity and related services to 2.5 million competitive
electricity customers in Texas, more customers than any other
retail electric provider in the state.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear
and 5,837 MW of lignite/coal-fired generation capacity.

                         *     *     *

As reported on the Troubled Company Reporter on March 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based TXU Corp. to 'BB' from 'BBB-'.
Standard & Poor's also lowered its senior unsecured debt rating
on the company to 'B+' from 'BB+'.  The ratings on TXU remain
on CreditWatch with negative implications.


UNIVEST MULTI-STRATEGY: Injunction Hearing Scheduled on March 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 12:00 noon on March 15, 2007, to
consider a motion for permanent injunction dated Feb. 16, 2007,
filed by Simon Whicker and Theo Bullmore, the foreign
representatives of Univest Multi-Strategy Fund II, Ltd.

The motion seeks, among other things, the entry of a permanent
injunction and order barring any and all persons, parties and
entities from asserting a claim or taking any action of any kind
or nature anywhere in the world against Univest and the Foreign
Representatives.

Objections to the motion are due on March 12, 2007, at 10:00 a.m.
New York time.

For copies of the motion and other related documents, contact:

   Kaye Scholer LLP
   Attorneys for the Univest Foreign Representatives
   Attn: Madlyn Gleich Primoff, Esq.
   425 Park Avenue, NY 10022

Univest Multi-Strategy Fund II, Ltd. filed a Section 304 Petition
on July 27, 2005 (Bankr. S.D.N.Y. Case No. 05-15776).

Univest is in liquidation proceedings pending before the Grand
Court of the Cayman Islands.  The company's primary asset is a
$37 million Cash-Settled Equity Barrier Call Option to which
Univest and Royal Bank of Canada are the sole parties.

Mosaic Composite Limited fka Norshield Composite Ltd. purchased
from RBC 1,000 European call options for $15 million and another
1,000 European call option for $5 million.

On Nov. 10, 2004, Mosaic assigned all rights, title and interest
it had in the CSEB Call Option in return for 29,667 Class A non-
voting Participating Share and 22,949 Class B non-voting
Participating Shares in Univest.

On June 3, 2005, Globe-X Management Ltd. filed for Section 304
petition in the U.S. Bankruptcy Court for the Southern District of
New York.  Globe-X wanted to stop RBC from paying Mosaic or its
assignee, Univest.  The Petitioners want the dissolution of the
Globe-X Temporary Restraining Order because they say that there is
no basis for the TRO.

Globe-X's Section 304 filing was reported in the Troubled Company
Reporter on June 6, 2005.


US ONCOLOGY: S&P Rates $400 Million Senior Notes at B-
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to US
Oncology Holdings Inc.'s $400 million senior unsecured floating
rate PIK toggle notes due March 2012.  US Oncology Holdings, the
parent of Houston, Texas-based cancer care company US Oncology
Inc., will use the proceeds to repay its existing senior
indebtedness and fund a dividend to its shareholders.

"Although the notes will increase consolidated debt by
$140 million, the 'B+' corporate credit rating on US Oncology Inc.
is affirmed and the outlook is revised to stable from negative,"
explained Standard & Poor's credit analyst Cheryl Richer.

"These actions reflect the company's continued growth and the cash
flow diversity provided by its successful entry into the
distribution of oncology drugs, which offset its highly leveraged
balance sheet at the current rating."

The speculative-grade ratings on US Oncology Inc. reflect its
narrow operating focus on the treatment of a single disease, its
vulnerability to adverse changes in third-party reimbursement
policies, the change in treatment modalities, and its significant
debt.  These factors are partially mitigated by rising long-term
demand trends, the company's broad geographic presence, and its
proven ability to manage growth.


UTSTARCOM INC: Defers 10-K Filing Due to Measurement Dates Errors
-----------------------------------------------------------------
UTStarcom, Inc., will delay in filing its Annual Report on Form
10-K for the year ended Dec. 31, 2006.

The company says it needs time to analyze and compute the
financial statement effects of the errors in measurement dates
identified in the Governance Committee's on-going review of the
company's equity grant award practices, to prepare restated
financial statements, and for audit by the company's independent
registered public accounting firm, the company did not file its
2006 10-K by the scheduled due date of March 1, 2007.

As previously communicated on Feb. 1, 2007, the Governance
Committee review found that in certain instances all actions that
establish a measurement date under the requirements of Accounting
Principles Board No. 25, Accounting for Stock Issued to Employees,
had not occurred at the grant date, which had been used as the
measurement date in accounting for Company stock option grants.  A
later date, when all such actions had taken place, should have
been used as the measurement date for these stock options.  The
Audit Committee of the company's Board of Directors then
determined, in consultation with and on the recommendation of the
company's management, the effect of using incorrect measurement
dates would require the company to record material additional
stock-based compensation charges in its previously issued
financial statements.

The Company therefore previously announced, based on preliminary
information, its previously issued financial statements for the
years 2000 through 2006, including interim periods within these
fiscal years, should no longer be relied upon, and its estimate
that the restatement may involve additional non-cash compensation
and related charges of approximately $50 million.

The company has filed a notification of late filing with the
Securities and Exchange Commission, which reports (i) the company
will be unable to file its 2006 10-K by the required filing date
and (ii) the company does not currently anticipate the 2006 10-K
will be filed on or before the fifteenth calendar day following
the prescribed due date according to Rule 12b-25.  The company
will file its restated financial statements as soon as
practicable, but as is customary when required filings with the
SEC are not timely made, it expects to receive a notice from
Nasdaq concerning the possible delisting of its common stock.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end  
networking solutions and international service and support.  The
company sells its broadband, wireless, and handset solutions to
operators in both emerging and established telecommunications
markets around the world.  The company has research and design
operations in the United States, China, Korea, and India.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2007,
noteholders of UTStarcom Inc.'s 7/8% convertible subordinated
notes due 2008 agreed to the proposed amendments of certain
provisions of the indenture pursuant to which the notes were
issued and a waiver of rights to pursue remedies available under
the indenture with respect to certain default.

Under the terms of the indenture, during the period beginning
Jan. 9, 2007 and ending 5:30 p.m., May 31, 2007, any failure by
the company to comply with certain provisions will not result in a
default or an event of default, and the Notes will accrue an
additional 6.75% per annum in special interest from and after
Jan. 9, 2007 to the maturity date of the Notes, unless the Notes
are earlier repurchased or converted.


VALASSIS COMMS: Completes Acquisition of ADVO Inc. for $1.2 Bil.
----------------------------------------------------------------
Valassis Communications Inc. has completed its acquisition of
ADVO, Inc., a direct mail media company, for an acquisition
price of approximately $1.2 billion, including the refinancing of
approximately $125 million in existing ADVO debt.  The transaction
was finalized on Friday.  Shares of ADVO common stock were
acquired by Valassis for $33.02 per share in cash, which includes
interest accrued from Feb. 28, 2007, in accordance with the merger
agreement.  As a result of the acquisition, ADVO common stock will
no longer be traded as of March 5, 2007.

Valassis funded the ADVO acquisition, together with the
refinancing of ADVO debt and the payment of fees and expenses,
through an $870 million senior secured credit facility with
a syndicate of lenders jointly arranged by Bear, Stearns & Co.
Inc. and Banc of America Securities LLC, $540 million in Valassis'
8-1/4% Senior Notes due 2015 and existing cash on hand.

The combination of Valassis and ADVO provides the delivery of
value-oriented consumer promotions by blending home newspaper
delivery with shared direct mail.  The combined company features
the most comprehensive products and services offering in the
industry serving over 15,000 advertisers worldwide, including 96
of the top 100 advertisers in the United States.  The combined
company now has 7,500 employees with operations in 22 states and
nine countries.

"Today is a historic day as it marks the largest acquisition in
Valassis history, further advancing a key growth strategy put
into effect eight years ago," Alan F. Schultz, Valassis Chairman,
President and CEO, said.  "By combining Valassis and ADVO,
we are creating the nation's leading marketing services company.  
With complementary products, customers and distribution methods,
we will now be able to offer superior customer solutions of
unmatched reach, scale and value.  This unique offering will
allow us to gain a greater share of our customers' marketing
budgets.  We are working to make the integration process as
seamless as possible for all of our stakeholders.  In addition,
over the next few years we will work diligently to maximize free
cash flow and reduce debt."

"We are excited to have finalized the Valassis-ADVO transaction
and begin writing a new chapter in the company's history by
combining ADVO's highly complementary shared mail with Valassis'
newspaper-delivered offerings and existing 1 to 1 channels,"
Robert A. Mason, ADVO President said.  "ADVO's extensive shared
mail network will augment Valassis' newspaper distribution
network by providing shared mail reach to over 90% of U.S. homes.  
We now have the ability to grow our business by offering customers
jointly-developed programs which optimize and integrate the usage
of multiple distribution methods."

Mr. Schultz will remain in his current role and lead the
combined company, with Mr. Mason serving as President of ADVO.  
Valassis' executive management team will take an active role in
the combined company's strategic direction.  William F. Hogg,
Valassis Executive Vice President of Manufacturing and Client
Services, will continue to lead integration efforts while at the
same time leading the manufacturing and client services areas of
the combined company.  Donald E. McCombs will retain his title
of ADVO Executive Vice President and President of Operations.  
The combined company will be governed by the current Valassis
Board of Directors and will continue to be headquartered in
Livonia, Mich.  ADVO will maintain a substantial presence in
Windsor, Conn., where it has three locations.

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing    
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products
and services portfolio includes: newspaper-delivered promotions
and advertisements such as inserts, sampling, polybags and
on-page advertisements; direct-to-door advertising and sampling;
direct mail; Internet-delivered marketing; loyalty marketing
software; coupon and promotion clearing; and promotion planning
and analytic services.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services assigned its B- rating to
Valassis Communications Inc.'s proposed $590 million senior
unsecured notes.  The B+ corporate credit rating on Valassis was
affirmed.  Rating outlook is stable.


W.R. GRACE: Submits Status Report on Asbestos PI Estimation
-----------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates, on the one hand, and
David T. Austern, the Future Claims Representative for the
asbestos personal injury claimants, and the Official Committee of
Asbestos Personal Injury Claimants, on the other hand, delivered
to the U.S. Bankruptcy Court for the District of Delaware separate
reports on the status of the impending estimation of the Debtors'
asbestos personal injury liabilities.

The FCR and the Asbestos PI Committee note that the PI Case
Management Order has been amended numerous times at the Debtors'
request:

   -- to extend the deadlines for claimants to respond to the
      Personal Injury Questionnaires;

   -- for the Debtors' claim agent, Rust Consulting, to compile
      the Questionnaire responses into a navigable database;

   -- for experts to submit estimation and non-estimation
      reports; and

   -- for completion of all discovery.

As of December 20, 2006, certain deadlines, which govern the
trial process towards the estimation of the Debtors' PI
liabilities, were agreed to by the Debtors, the FCR, the Asbestos
PI Committee and law firms representing PI Claimants and approved
by the Court:

   March 2, 2007 - Deadline for Rust Consulting to produce a
                   navigable database containing the responses
                   and supplemental responses to the PI
                   Questionnaire

  March 16, 2007 - Deadline for submission of expert reports
                   related to the number, amount, and value of
                   present and future asbestos claims

  March 30, 2007 - Deadline for submission of supplemental or
                   rebuttal expert reports on matters other than
                   the number, amount, and value of present and
                   future asbestos claims

  April 27, 2007 - Deadline for submission of supplemental or
                   rebuttal expert reports related to the number,
                   amount, and value of present and future
                   asbestos claims

        May 2007 - Final pre-trial conference

    June 1, 2007 - Deadline for completion of all written and
                   deposition discovery

   June 13, 2007 - Start of PI Estimation, Hearing on Daubert
                   motions

     June 14, 15,
    18-21, 26-29,
     July 30, 31,
   August 1, 2007 - PI Estimation hearing continues

The FCR and the Asbestos PI Committee point out that the Debtors
have indicated in a January 2007 omnibus hearing that they intend
to propose shifting some of the pre-trial dates set by the PI CMO
Order.  Any adjustment in the pre-trial deadlines would make it
almost impossible for the parties to complete their discovery in
time for the June PI Estimation hearing, the FCR and the PI
Committee maintains.  The FCR and PI Committee recalls the Court
saying that it did not expect a 100% return rate and that the
process was "only ever supposed to be a sample."

The FCR and PI Committee informs the Court of the status of the
PI Questionnaire Process and the Debtors' ongoing discovery
efforts:

   1. The Questionnaire Process

      As of February 2007, more than 72,000 Questionnaires have
      been returned.  The PI Committee expects supplemental
      responses to be submitted shortly by several law firms that
      have sought additional time to submit their documents.

   2. The X-Ray Order

      The Debtors, the PI Committee, the FCR and counsel for
      certain claimants' law firms are very close to reaching an
      agreed stipulation regarding the protocol for the
      production of chest x-rays of prepetition asbestos personal
      injury claimants with non-mesothelioma, malignant claims.
      The agreed stipulation provides, among other things, that
      copies of the x-rays will be produced to the Debtors by
      March 15, 2007.

   3. The Debtors' Ongoing Discovery Efforts

      Mark Hurford, Esq., at Campbell & Levine, LLC, in
      Wilmington Delaware, on behalf of the PI Committee, notes
      that the Debtors failed to move promptly on the Court's
      suggestion, in September 2006, to "subpoena some of this
      information from the [asbestos claims settlement] trust."

      It was only in early February 2007 that the Debtors served
      subpoenas on the Manville Trust, the Celotex Trust, the
      Eagle Picher Trust and the UNR Trust, Mr. Hurford relates.
      The discovery requests were served four weeks from the
      March 16, 2007, deadline for Estimation Expert Reports.

The FCR and the PI Committee believe that the Debtors' experts
have ample data to come forward with an estimate of the Debtors'
aggregate PI liability, given that the experts have had their
litigation-driven estimation methodology in hand for several
years and now have Questionnaire responses from approximately
72,000 claimants.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' filed their
Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004.  On
Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement.  The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on Jan. 21, 2005.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 23,
2007.  The PI Estimation Trials will begin on June 12, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 125; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wants Estimation Trial Moved to July 30
---------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates, in their status
report, relate that they have reviewed the facts related to the PI
Estimation and propose that the estimation trial start on July 30,
2007.

The Debtors inform the U.S. Bankruptcy Court for the District of
Delaware that the Asbestos PI Claimants have continued to delay
production of information critical to the upcoming PI Estimation.  
The delay does not just encompass the x-rays and B-reads, but
includes the Questionnaires, according to the Debtors.

Representing the Debtors, James O'Neill, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware, tell
the Court that there has been massive slippage in dates and
events set out in the July CMO and even those in the amended
December CMO:

   1. Questionnaire Receipt.  The July 12, 2006 deadline for
      final questionnaire responses has effectively slipped to
      approximately February 15, 2007 when Grace still received
      new questionnaire responses.  Approximately 60,000
      questionnaires were returned by the July 12, 2006 deadline
      but approximately 40,000 brand new questionnaires were
      received after that deadline.  The total slippage was six
      to seven months from the dates established in the CMO
      Order.

   2. Attachments.  The questionnaires submitted were not
      complete and not in compliance with the Court's orders,
      which impacts Rust Consulting's ability to complete
      assembly of a navigable database.  The results are a
      further slippage of approximately 60 days.

   3. X-rays.  X-ray review was originally anticipated to occur
      between February 1 and March 10, 2007.  As a result of the
      Claimants' failure to comply, the review cannot even begin
      for a substantial portion of the x-rays until March 15,
      2007 at the earliest, a slippage of over six weeks.

   4. B-Reads.  Incorporation of B-Reads cannot even occur until
      the data are received.  Despite three Court orders, the
      date these data will be received still is unknown.

Completion of the review of the x-rays, B-reads and
Questionnaires, including coding by Rust Consulting, and a
meaningful review of the attachments, must be done and will take
an additional 60 days, Mr. O'Neill asserts.

Mr. O'Neill notes that the FCR and PI Committee, their Status
Report, oppose any extension, yet they concede the fundamental
obstacle to maintaining the existing schedule -- the Debtors have
not received the requested data in a timely fashion.  "[The FCR's
and PI Committee's] view is fundamentally at odds with this
Court's previous rulings that both sides should have the data
they need to perform their respective estimations," Mr. O'Neill
argues.

The Debtors also point out that the FCR and PI Committee seem to
suggest that the Debtors have answers to many questions on the
Questionnaire and that they should simply be content to conduct
its analysis without a review of the attachments.

The FCR's and the PI Committee's suggestion that receipt of many
Questionnaires somehow absolves those who did not comply with the
Court's order is without merit, Mr. O'Neill contends.  "The
Claimants' failure to fill out questionnaires can only mean that
the non-respondents do not have the information to support their
claims."

The Debtors also contend that the FCR and the PI Committee have
mischaracterized the discovery served on the Manville, Celotex
and Eagle Pitcher Trusts.  The subject subpoenas are aimed
primarily at gathering information concerning the exposures
alleged by Claimants, as well as the criteria and basis for Trust
decisions to deny payment for claims supported by certain doctors
and screening companies, Mr. O'Neill clarifies.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.

PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  The Debtors' filed their
Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004.  On
Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement.  The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on Jan. 21, 2005.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 23,
2007.  The PI Estimation Trials will begin on June 12, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 125; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WAYNE CARTER: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wayne J. Carter
        13728 Creekside Drive
        Silver Spring, MD 20904

Bankruptcy Case No.: 07-12031

Chapter 11 Petition Date: March 5, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: Not Stated

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
David Steinberg                                          $86,000
Attn: Manufacturing Leasing
#320
Silver Spring, MD 20910

Capital Bank                                             $45,000
One Church Street
Rockville, MD 20850

Internal Revenue Service                                 $38,849
Insolvency Unit
31 Hopkins Plaza, Room 1150
Baltimore, MD 21201

Montgomery County, MD                                    $38,000
101 Monroe Street
Rockville, MD 20850

Toni Y. Conner                                           $21,000
10 Alpen Green Court
Burtonsville, MD 20866

BB&T                                                     $15,787
P.O. Box 2322
Lumberton, NC 28359

Citifinancial                                            $13,389
13486 New Hampshire Avenue
Silver Spring, MD 20904

BB&T                          Civil                       $8,384
P.O. Box 2322
Lumberton, NC 28359

Janvier Nyiramucyo                                        $5,800
14183 Castle Boulevard
Silver Spring, MD 20904

Lorton Station North                                      $2,946
Condominium
c/o Legum & Norman
1300 Spring Street
Suite 201
Silver Spring, MD 20904


WENONA HARBOR: Bankruptcy Filing Halts Auction of Property
-----------------------------------------------------------
Wenona Harbor LLC filed for chapter 11 protection Tuesday with the
U.S. Bankruptcy Court for the District of Maryland.  Paul Vaughn
Paletti, operating manager of Wenona, also filed a chapter 11
petition for 9304 Deal Island Road LLC.

The bankruptcy filing halted the public auction of around 56.18
acres of land, Deborah Gates of the Daily Times in Maryland
reports.  The sale was being conducted by Alex Cooper Auctioneers.

Ms. Gates relates that Mr. Paletti had purchased:

    * 12.75 acres at 8971 Deal Island Road through Wenona, and
    * 43.43 acres at 9304 Deal Island Road through 9304 DIR LLC.

SFC LLC, a lender owed $1.8 million through Wenona and $625,000
through 9304 DIR LLC, had petitioned for the auction in order to
recoup the loans, Ms. Gates reports citing Adam Magazine, Esq., of
Magazine & Hillman P.C, SFC's counsel.


WENONA HARBOR: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Wenona Harbor, LLC
             9927 Stephen Decatur Highway, Suite 17
             Ocean City, MD 21842

Bankruptcy Case No.: 07-12065

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      9304 Deal Island Road LLC                  07-12067

Chapter 11 Petition Date: March 6, 2007

Court: District of Maryland (Baltimore)

Debtors' Counsel: Robert Keith McIntosh, Esq.
                  McIntosh and Schanno
                  212 North Main Street
                  Berlin, MD 21811
                  Tel: (410) 641-0527

                           Total Assets      Total Debts
                           ------------      -----------
Wenona Harbor, LLC           $8,250,000       $6,717,443
9304 Deal Island Road LLC    $3,529,848       $3,752,242

A. Wenona Harbor, LLC's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Somerset County Treasurer                              $3,643
   30512 Prince William Street
   P.O. Box 99
   Princess Anne, MD 21853

B. 9304 Deal Island Road LLC's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Somerset County Treasurer                                $595
   30512 Prince William Street
   P.O. Box 99
   Princess Anne, MD 21853


WORNICK COMPANY: Moody's Junks Senior Secured Notes' Rating
-----------------------------------------------------------
Moody's Investors Service has lowered ratings of The Wornick
Company's, Corporate Family Rating and Senior Notes rating to Ca
from Caa1 and Probability of Default Rating to Ca from Caa1.  The
Speculative Grade Liquidity Rating has been affirmed at SGL-4.  
The ratings outlook is negative.  This concludes the review for
downgrade commenced on Nov. 15, 2006.

Wornick has struggled financially since the beginning of FY 2006
and is expected to continue to do so for the near term.  Financial
underperformance has, in Moody's opinion, caused a significant
deterioration in liquidity.  Moody's downgrade is primarily the
result of increasing concerns regarding liquidity and Wornick's
ability to remain in compliance with the most restrictive
financial covenants prescribed by its revolving credit facility or
to obtain waivers for these covenants.

Absent a report that the company has negotiated such waivers,
Moody's level of concern about Wornick's ability to comply with
covenants has been elevated to doubtful.  In addition, Moody's
cites the company's recent exclusion from participation in an
add-on request relating to a key U.S. DoD contract as illustrative
of the difficult operating environment the company faces at a time
when liquidity is critical.

The negative ratings outlook reflects continued uncertainty
surrounding the adequacy of Wornick's near term cash generating
capability and its ability to meet its scheduled July 2007 coupon
payment.

If Wornick were to breach covenants or default under any of its
liabilities, the Corporate Family and Probability of Default
Ratings would be lowered to D.  Ratings could stabilize if Wornick
secures adequate sources of external liquidity to cover all
operating and debt service requirements.

These ratings have been downgraded:

   * Senior secured notes, to Ca, LGD4, 59% from Caa1
   * Corporate Family Rating, to Ca from Caa1
   * Probability of Default Rating, to Ca from Caa1

The Wornick Company, headquartered in Cincinnati, Ohio,
specializes in the manufacturing, packaging and distribution of
extended shelf-life, shelf-stable, and frozen food for the
military and for commercial customers.  Wornick had LTM September
2006 revenues of $283 million.


XILINX INC: S&P Rates Proposed $900 Mil. Junior Debentures at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on San Jose, California-based Xilinx Inc.  The
outlook is stable.  

At the same time, Standard & Poor's assigned a 'BB+' rating to the
company's planned $900 million convertible junior subordinated
debentures due 2037, being sold under Rule 144A with registration
rights.

Xilinx also reported that its board of directors approved a
$1.5 billion share repurchase program, which supplements
$175 remaining under an earlier authorization.  Proceeds of the
debenture issue are expected to be used for an accelerated share
repurchase program under the authorization, and for other
corporate purposes.  The company also is increasing its common
stock dividend by 25%, to about $160 million annualized before
adjusting for repurchased shares.

"The ratings on Xilinx reflect the company's leading 50% share of
the programmable logic device (PLD) semiconductor market, good
cash-flow generating capability through the business cycle, and a
diversified base of customers and end markets," said
Standard & Poor's credit analyst Bruce Hyman.

The PLD market niche is relatively protected, with high barriers
to entry that include proprietary software development tools,
strong manufacturing relationships, sophisticated design and
process technology, and extensive relationships with engineering
university training programs.  These are partly offset by intense
competition in the PLD marketplace, as well as competitive
pressures from adjacent technologies.

Sales in the December 2006 quarter were $451 million, down 3%
sequentially, reflecting consolidation in the communications
industry.  The EBITDA margin was about 25%, consistent with
historical performance.


* Altman Group Names Fernando Carneiro as Managing Director
-----------------------------------------------------------
The Altman Group, Inc. has named Fernando Carneiro as a Managing
Director of the firm.  Mr. Carneiro joins The Altman Group after
serving 7 years at Institutional Shareholder Services, a proxy-
advisory firm.  Prior to this, he served as Director of the Rio de
Janeiro office for Thomson Financial.

Mr. Carneiro will lead The Altman Group's operations in Brazil,
and continue its efforts to secure a leading position and presence
throughout all of Latin America.  Mr. Carneiro will counsel
clients of The Altman Group on corporate governance issues and
provide Altman clients with insight and access to a wide array of
large institutional investors.  He will be based in Rio de
Janeiro, Brazil.

While at ISS, Mr. Carneiro worked as Director of Strategic
Partnerships, Senior Analyst, and in a Business and Product
Development role.  Additionally, he helped develop ISS's Voting
Guidelines for the top seven Latin American equity markets.  He
also wrote the analysis and vote recommendations for numerous
controversial issues including proxy contests and mergers in the
region.

"This is an exciting and challenging opportunity," Mr. Carneiro
commented.  "With all of the changes in the corporate governance
landscape in Latin America, this service with be quite beneficial
to Latin American businesses.  Institutional investors around the
world are increasingly demanding better corporate governance
standards at the companies they invest in and this is where I
believe we will play a vital role.  Not only can we advise
companies here but also work with them to identify and communicate
with these institutional investors."

Mr. Carneiro will be working with companies in Latin America to
provide advice on corporate governance, institutional investor
voting practices, proxy solicitation and global shareholder
identification.

The Altman Group recently received recognition in the proxy-
solicitation industry, winning the TOPS Award last year as the
Best Proxy Solicitor in the United States.  This marks the second
consecutive award for The Altman Group.

                     About The Altman Group

The Altman Group, Inc., based in New York City, is the fastest
growing proxy solicitation and corporate governance consulting
firm in the United States.  Founded in 1995 by Ken Altman, the
firm has added over 500 new clients globally in the past 2 years.  
Its senior executives have over 200 years of proxy solicitation
experience and have worked on over ten thousand annual meetings,
hundreds of mergers, tender and exchange offers, dozens of proxy
fights and over 100 major bankruptcy cases.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re C. Spence, LLC
   Bankr. D. Maine Case No. 07-10093
      Chapter 11 Petition filed February 21, 2007
         See http://bankrupt.com/misc/meb07-10093.pdf

In re The Hive Colony LC
   Bankr. E.D. Mich. Case No. 07-43404
      Chapter 11 Petition filed February 21, 2007
         See http://bankrupt.com/misc/mieb07-43404.pdf

In re The Uniform House, Inc.
   Bankr. M.D. N.C. Case No. 07-50255
      Chapter 11 Petition filed February 21, 2007
         See http://bankrupt.com/misc/ncmb07-50255.pdf

In re Brooklyn Thermometer Co. Inc.
   Bankr. E.D. N.Y. Case No. 07-70570
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/nyeb07-70570.pdf

In re EAS Carpenter, LLC
   Bankr. D. Md. Case No. 07-11667
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/mdb07-11667.pdf

In re Paragon Leather, LLC
   Bankr. W.D. Mich. Case No. 07-01218
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/miwb07-01218.pdf

In re Riverview Construction, Inc.
   Bankr. D. Md. Case No. 07-11657
      Chapter 11 Petition filed February 22, 2007
         See http://bankrupt.com/misc/mdb07-11657.pdf

In re Irfan Gill
   Bankr. W.D. Mich. Case No. 07-01341
      Chapter 11 Petition filed February 27, 2007
         See http://bankrupt.com/misc/miwb07-01341.pdf

In re Delta Hockey, LLC
   Bankr. D. Maine Case No. 07-10119
      Chapter 11 Petition filed February 28, 2007
         See http://bankrupt.com/misc/meb07-10119.pdf

In re John W. Murray, Jr.
   Bankr. D. N.J. Case No. 07-12720
      Chapter 11 Petition filed February 28, 2007
         See http://bankrupt.com/misc/njb07-12720.pdf

In re Marc D. Berkowitz
   Bankr. D. Mass. Case No. 07-11173
      Chapter 11 Petition filed February 28, 2007
         See http://bankrupt.com/misc/mab07-11173.pdf

In re New Vision For Life Church Ministries, Inc.
   Bankr. S.D. Ga. Case No. 07-20160
      Chapter 11 Petition filed February 28, 2007
         See http://bankrupt.com/misc/gasb07-20160.pdf

In re PW Commercial Construction, Inc.
   Bankr. N.D. Calif. Case No. 07-40608
      Chapter 11 Petition filed February 28, 2007
         See http://bankrupt.com/misc/canb07-40608.pdf

In re Candia Sand & Gravel, LLC
   Bankr. D. N.H. Case No. 07-10409
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/nhb07-10409.pdf

In re G.F.O.D. Ltd., LLC
   Bankr. N.D. Ohio Case No. 07-60510
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/ohnb07-60510.pdf

In re Genesis Full Gospel Christian Center, Inc.
   Bankr. E.D. N.C. Case No. 07-00755
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/nceb07-00755.pdf

In re Rhode Isle Property, LLC
   Bankr. D. N.J. Case No. 07-12818
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/njb07-12818.pdf

In re Sunrise Services, Inc.
   Bankr. S.D. Ala. Case No. 07-10562
      Chapter 11 Petition filed March 1, 2007
         See http://bankrupt.com/misc/alsb07-10562.pdf

In re William L. Saber, M.D., P.C.
   Bankr. D. Colo. Case No. 07-11764
      Chapter 11 Petition filed March 2, 2007
         See http://bankrupt.com/misc/cob07-11764.pdf

In re Horizon Home Furnishings, Ltd.
   Bankr. D. Mass. Case No. 07-11070
      Chapter 11 Petition filed March 3, 2007
         See http://bankrupt.com/misc/mab07-11070.pdf

In re C and C Promotions, Inc.
   Bankr. D. Mass. Case No. 07-11268
      Chapter 11 Petition filed March 4, 2007
         See http://bankrupt.com/misc/mab07-11268.pdf

In re Crown Bell Management, LLC
   Bankr. D. Conn. Case No. 07-30487
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/ctb07-30487.pdf

In re Donovan G. Penzotti
   Bankr. N.D. Calif. Case No. 07-10244
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/canb07-10244.pdf

In re JV Enterprises of GA, Inc.
   Bankr. N.D. Ga. Case No. 07-63757
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/ganb07-63757.pdf

In re MIK-JEN, Inc.
   Bankr. W.D. N.Y. Case No. 07-00797
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/nywb07-00797.pdf

In re MLLLC
   Bankr. N.D. Fla. Case No. 07-30193
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/flnb07-30193.pdf

In re Phasi Holdings, LLC
   Bankr. E.D. Calif. Case No. 07-21445
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/caeb07-21445.pdf

In re SKM Gourmet Products, Ltd.
   Bankr. S.D.N.Y. Case No. 07-10566
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/nysb07-10566.pdf

In re Tattersall Club Corporation
   Bankr. N.D. Ga. Case No. 07-63816
      Chapter 11 Petition filed March 5, 2007
         See http://bankrupt.com/misc/ganb07-63816.pdf

                             *********

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,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador, Tara
Marie A. Martin, Frauline S. Abangan, 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 ***